Terms & conditions
This version is in effect since June 22, 2018
The current terms and conditions apply to all contracts and Quotations (as defined hereafter) relating to the use of the Service between Intuo, having its registered office at Ottergemsesteenweg 808, 9000 Ghent (Belgium) and registered with the Crossroads Bank for Enterprises under number 0541.977.305 (hereinafter "Intuo") and the customer (hereinafter "Customer"), except when special terms and conditions or agreements between Intuo and the Customer stipulate otherwise.
These terms and conditions of Intuo are deemed accepted by the Customer, even when they are conflicting with the Customer’s general or special purchasing terms and conditions. The fact that Intuo did not explicitly reject the terms and conditions of the Customer referred to in any contract or Quotation (as defined hereafter) cannot be interpreted by the Customer as an acceptance by Intuo of such terms and conditions.
In the event of any conflict between these terms and conditions and any Quotation (as defined hereafter) or other document submitted by the Customer, these terms and conditions shall prevail, and such conflicting terms in the Customer’s documents are hereby rejected by Intuo.
The designated person, officer, director, employee, or any other person who represents or acts on behalf of the Customer, is deemed to have the necessary mandate to legally bind the Customer.
At the request of the Customer, Intuo may deliver other supplementary services to the Customer, including but not limited to pedagogical support, technical improvement of slide decks and presentations, storyboarding and scriptwriting, video editing, film editing, Intuo platform support and training. These supplementary services will be subject to a separate master services agreement to be entered into between Intuo and the Customer.
The following definitions (and additional definitions provided below) will apply:
Subject to the terms and conditions of this Agreement and timely payment of the Fees by the Customer, Intuo grants the Customer a renewable, personal, restricted, non-exclusive, non-transferable, non-assignable license, without the right to sublicense for the Term to access and use the Service for the Customer’s business purpose.
The aforementioned license is granted as of the Effective Date.
Subject to the timely payment of the Fees by the Customer, Intuo will grant to the End Users a restricted, personal, non-exclusive, non-transferable, non-assignable license, without the right to sub-license, in accordance with the terms and conditions available on www.intuo.io ("End User Terms and Conditions"). Customer acknowledges and agrees that Intuo can only grant a license and shall only deliver access to those End Users that have accepted the End User Terms and Conditions.
Intuo reserves the right to make, in its sole discretion, material changes and material updates to the functionality of the Service from time to time without prior notification to the Customer. Intuo may, in its sole discretion, change, supplement or amend the End User Terms and Conditions in a material manner from time to time (a "Modified Version"), for any reason without any liability towards the Customer. Intuo will notify the Customer of these material changes via e-mail. These material changes will enter into force fifteen (15) calendar days after written notice from Intuo to the Customer. The Customer will however have the right to terminate this Agreement and the Platform License Agreement within this fifteen (15) calendar day period without Intuo being entitled to a compensation.
The Customer is not allowed to use the Service or a component thereof in a manner not authorized by Intuo. Within the limits of the applicable law, the Customer is not permitted to (i) make the Service available or sell or rent the Service to any Third Parties; (ii) adapt, alter, translate or modify in any manner the Service; (iii) sublicense, lease, rent, loan, distribute, or otherwise transfer the Service to any Third Party; (iv) decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Service, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (v) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Service; (vi) intentionally distribute any Virus, or other items of a destructive or deceptive nature or use the Service for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or (vii) remove or in any manner circumvent any technical or other protective measures in the Service.
The Customer grants Intuo a non-exclusive, royalty-free, worldwide, sublicensable, transferable, license to use, copy, store, modify, transmit and display the Customer Content to the extent necessary to perform its obligations under this Agreement, in particular to provide and maintain the Services.
Intuo reserves the right, but is not obliged, to review and remove any Customer Content which is deemed to be in violation with the provisions of the Agreement or otherwise inappropriate, any rights of Third Parties or any applicable legislation or regulation.
Customer acknowledges and agrees that this Agreement is not a sale of the Service or any rights therein, and that Intuo and its suppliers shall at all times retain all Intellectual Property Rights in and to the Service and the Intuo Content. All rights in and to the Service and Intuo Content not expressly granted to the Customer in this Agreement are reserved by Intuo. No license is granted to the Customer except as to use of the Service as expressly stated herein. Intuo’s name, Intuo’s logo, and the product names associated with the Service are trademarks of Intuo or Third Parties, and they may not be used without Intuo’s prior written consent.
Customer acknowledges and agrees in particular that the source code from the Service is and remains a confidential and proprietary trade secret of Intuo.
The Customer and Intuo represent and warrant to eachother that they have the authority to enter into this binding Agreement personally.
The Customer warrants that the provided Customer Content is accurate and truthful and shall not (i) infringe any Intellectual Property Rights of Third Parties; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic or unlawful; (iv) contain any Viruses, intended to damage the Service; or (v) otherwise violate the rights of a Third Party. The Customer agrees and acknowledges that Intuo is not obligated to back up any Customer Content. Any use of the Service in violation of these representations and warranties by the Customer constitutes unauthorized and improper use of the Service.
Except as expressly provided in this Agreement and to the extent permitted under applicable law Intuo expressly disclaims all warranties, express or implied, including but not limited to any warranties of merchantability, non-infringement, satisfactory quality and fitness for a particular purpose. In particular Intuo does not warrant that the Service is error-free or that the operation of the Service shall be secure or uninterrupted or that all problems can be solved and hereby disclaims any and all liability on account thereof. However, Intuo undertakes to make all reasonable efforts to remedy bugs reported by the Customer.
To the maximum extent permitted under applicable law, the maximum liability of Intuo arising out of this Agreement shall not in any event exceed the Fees paid by the Customer to Intuo for the use of the Platform during the preceding twelve (12) month period. The aforesaid restrictions do not apply to the indemnities mentioned in article 8.
Intuo shall defend and indemnify the Customer against any founded and well-substantiated claims brought by Third Parties to the extent such claim is based on an infringement of the Intellectual Property Rights of such Third Party by the Service and excluding any claims resulting from (i) any unauthorized use of the Service by the Customer, (ii) the Customer’s or any Third Party’s modification of any of the Service, (iii) the Customer’s failure to use the most recent version of the Service made available to him or (iv) the Customer' use of the Service in combination with any Third Party products or services.
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, the Customer fully cooperates with Intuo in the defense and settlement of such a claim, at Intuo’s expense; and (iv) the Customer makes no admission as to Intuo’s liability in respect of such a claim, nor does the Customer agree to any settlement in respect of such a claim without Intuo’s prior written consent. Provided these conditions are met, Intuo shall indemnify the Customer for all direct damages and costs incurred by the Customer as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by Intuo pursuant to a settlement agreement.
For the avoidance of doubt, it is specified that Intuo will in no event be liable for any indirect loss, damage, cost or expense of any kind whatsoever and howsoever caused, including but not limited to loss of profit.
In the event the Service or any part thereof, in Intuo’s reasonable opinion, is likely to or become the subject of a Third Party infringement claim, Intuo shall have the right, at its sole option and expense, to: (i) modify the ((allegedly) infringing part of the Service so that they become non-infringing while preserving equivalent functionality; (ii) obtain for the Customer a license to continue using the Service in accordance with this Agreement; or (iii) terminate the Agreement and pay to the Customer an amount equal to a pro rata portion of the Fees for the remaining part of the Term.
The foregoing states the entire liability and obligation of Intuo and the sole remedy of the Customer with respect to any infringement or alleged infringement of any Intellectual Property Rights caused by the Service or any part thereof.
The Customer hereby agrees to indemnify and hold harmless Intuo and its current and future affiliates, officers, directors, employees, agents and representatives from each and every demand, claim, loss, liability, or damage of any kind whatsoever, including reasonable attorney’s fees, whether in tort or in contract, that it or any of them may incur by reason of, or arising out of, any claim which is made by any Third Party with respect to (i) any breach or violation by the Customer of any provisions of this Agreement, and/or (ii) fraud, intentional misconduct, or gross negligence committed by the Customer or its personnel.
During the Term and as a consideration for the license set out in article 3 hereof, the Customer agrees to pay the Fee as set forth in the Quotation.
Intuo will invoice as per the invoicing arrangements set forth in the Quotation. All payment obligations are non-cancellable and all amounts paid are non-refundable. All invoices for any charges under this Agreement are due and payable within 15 (fifteen) calendar days of invoice date. Amounts due are exclusive of all applicable taxes, levies, or duties, and Customer will be solely responsible for payment of all such amounts. All amounts are payable in Euro. All amounts not paid by the Customer on the due date mentioned in the invoice shall bear interest in accordance with the law of 8 August 2002 on combating late payments in commercial transactions.
Intuo will provide the following technical support services on the Talent Platform:
Website helpdesk: https://www.intuo.io
Telephone: +32 9 352 03 00
Intuo makes all reasonable efforts to respond as quickly as possible to any questions.
If, and to the extent, Intuo processes any personal data on the Customer’s behalf when performing its obligations under this Agreement, the Parties record their intention that the Customer shall be the data controller and Intuo shall be a data processor and in any such case:
a. the Customer acknowledges and agrees that the personal data may be transferred or stored in any country of the European Union, in order to carry out Intuo’s obligations under this Agreement;
b. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Intuo so that Intuo may lawfully use, process, store and transfer the personal data in accordance with the terms of this Agreement;
c. the Customer shall ensure that the relevant Third Parties have been informed of, and have signed the appropriate legal mechanisms to, such use, processing, storage and transfer as compliant with applicable data protection legislation and industry standards; Intuo shall process the personal data in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Customer from time to time;
d. the Customer acknowledges and agrees that Customer’s data shall be shared with Intuo’s employees, representatives, officers, directors, agents, advisors, affiliates subcontractors and consultants who have a need to know such data for the purpose of providing technical support;
e. each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.
This Agreement shall enter into force and shall take effect as from the Effective Date and shall remain in effect for the initial term as mentioned in the applicable Quotation (the "Initial Term"). The Agreement will automatically renew for successive one-year periods (each a "Renewal Term") beginning at the end of the Initial Term, unless either Party provides notice of termination three (3) months before the end of the Initial Term or current Renewal Term, as applicable.
Either Party may terminate the Agreement by giving at least three (3) months notice prior to the end of the Initial Term or the then current Renewal Term, or unless otherwise terminated early in accordance with the provisions of this Agreement.
In the event the relevant Quotation provides for a trial period, the Customer may terminate the Agreement by giving at least seven (7) calendar days notice prior to the end of such trial period.
Either Party may terminate this Agreement by written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within sixty (60) calendar days from receipt of a default notice.
Either Party may terminate this Agreement by written notice to the other Party, effective as of the date of delivery of such notice, if the other Party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business. Upon termination of this Agreement for whatever reason (i) the Customer shall promptly pay Intuo all Fees and other amounts earned by or due to Intuo pursuant to this Agreement, up to and including the date of termination, (ii) all user rights granted to the Customer pursuant to this Agreement, including the rights to use the Service as per article 3, shall automatically terminate and the Customer shall return all copies of the Service, if any. Termination of this Agreement on whatever ground shall be without prejudice to any right or remedy that has accrued prior to the actual termination. The provisions of this Agreement that are expressly or implicitly intended to survive termination shall survive any expiration or termination of this Agreement.
Applicable law and Jurisdiction. This Agreement will be interpreted fairly in accordance with its terms, without any strict construction in favor of or against either Party and in accordance with Belgium law, without giving effect to any laws of conflict. The competent courts of Ghent will have exclusive jurisdiction over any dispute or controversy arising from or relating to this Agreement or its subject matter.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
No Agency. No joint venture, partnership, employment, or agency relationship exists between Customer and Intuo as a result of this Agreement or use of the Service.
No Waiver. The failure of a Party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by that Party in writing.
Force Majeure. Except for the payment of the Fee by Customer, if the performance of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of such Party, that Party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.
Assignment. This Agreement may not be assigned by Customer without the prior written approval of Intuo but may be assigned by Intuo to (i) a parent company or subsidiary, (ii) an acquirer of all or substantially all of Intuo’s assets involved in the operations relevant to this Agreement, or (iii) a successor by merger or other combination. Any purported assignment in violation of this article will be void. This Agreement may be enforced by and is binding on permitted successors and assigns.
Notice. Each Party must deliver all notices or other communications required or permitted under this Agreement in writing to the other Party at the address listed on the first page of the Agreement by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) calendar days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each Party may change its address for receipt of notice by giving notice of such change to the other Party.
Entire Agreement. This Agreement, together with any applicable Documentation, comprises the entire agreement between Customer and Intuo and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. No amendment to or modification of this Agreement will be binding unless in writing and signed by an authorized representative of each Party.