DISCLAIMER: Please read these terms of use carefully before using the Company Services (as defined below). You agree that your use of the Company Services shall be governed by these terms of use. You hereby state that these Terms of Use are in English, that you understand the content and agree to these Terms of Use.
These terms of use (the “Terms of Use”) describe the terms and conditions under which users may use the Company Services (the “User(s)”).
The Company Services are operated and managed by INNDUCE.me, a limited liability company (“besloten vennootschap”), incorporated under the laws of Belgium, with registered office at Walle 113, 8500 Kortrijk, Belgium and registered with the Crossroads Bank of Enterprises under company number 0566.941.937 (RLE Ghent, division Kortrijk) (hereinafter the “Company”). If you have any questions about the Company Services or these Terms of Use, please contact us at info@innduce.me or +32 56 23 94 94.
The Company and the User shall hereinafter each individually be referred to as a “Party” and jointly as the “Parties”.
“Account” means the User’s account for accessing and using the Company Services where the User shall be provided access to upon payment of the Fees.
“Company Platform” means an online platform accessible through the Website which the Company has developed in collaboration with UGent permitting to measure the User’s innovation skills through the completion of a unique simulation test.
“Company Services” means the services provided by the Company to the User which may include (i) access to the Company Platform and Website, (ii) acces to introduction webinars, and (iii) access to training tool.
“Content” means any and all feedback, data (including Personal Data) or other information uploaded by the User during the Test.
“Fees” means the fees to be paid by the User to the Company for the use of the Company Services as set out in the Proposal. No access shall be provided to the Company Services than upon full payment of the Fees.
“Force Majeure Event” shall have the meaning as given thereto in section 16.1.
“General Data Protection Regulation” shall have the meaning as given thereto in section 13.
“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights 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) semi-conductor topography rights (g) rights on trade-, brand-, business- and domain names, (h) database rights, and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered), and (i) 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.
“License” shall have the meaning as given thereto in section 4.1.
“Proposal” shall have the meaning as given thereto in section 2.1.
“Results” means a personal report containing certain results on the User’s innovation profile and including tips and tricks for the improvement of the User’s innovation profile following the analysis of the Content by the Company.
“Term” means the term for the performance of all Company Services as agreed upon between the Parties in the Proposal.
“Test” means a unique simulation test accessible through the Company Platform which permits the User to measure its innovation skills.
“Website” means the following website that is proprietary to and managed by the Company: www.INNDUCE.me.
2.1 A request or command from a potential User directed to the Company for the provision of the Company Services shall be confirmed by the Company in writing by e-mail by means of a proposal addressed to the potential User. Such proposal shall include a.o. (i) a description of the requested Company Services, (ii) the fees payable for the requested Company Services, and (iii) a timeline and end date for the performance of the Company Services (the “Proposal”).
Upon receival of the Proposal by e-mail, the User will be provided thirty (30) calendar days to accept the Proposal before it expires, unless otherwise provided in the Proposal. A Proposal is only binding for the Company after the User’s acceptance thereof, making the Proposal a binding proposal. To this end, the User may send a signed version of the Proposal by e-mail to info@innduce.me.
The Company shall not be bound by any Proposal if the User could reasonably know that the Proposal, or part thereof, contained an obvious mistake or error.
2.2 If the User does not agree to any provision of these Terms of Use he or she may not use in any manner the Company Services, even if he or she already has an Account.
2.3 The Company is entitled to commission parts of the Company Services to third parties. The Company will cause any such third parties to act in every respect in conformity with the provisions of these Terms of Use as if a party hereto and will remain fully responsible to the User for the performance of its obligations hereunder that may be performed by any such third parties.
In the event the Company Services include the services of third parties, the terms of service and/or privacy policies of those third parties might additionally apply. The User shall be notified if and when such third party terms of services and/or privacy policies are applicable. By accessing such third party service, the User agrees to comply with the applicable terms of such third parties and acknowledges that it is the sole party to such terms. The Company cannot be held liable in any way with regard to the content of such third parties’ terms or privacy policy.
2.4 The Company reserves the right at any time, and from time to time, with or without cause to:
Any such amendments or changes made will be effective immediately upon the Company making such changes available in the Company Services or otherwise providing notice thereof. The User agrees that its continued use of the Company Services after such changes constitutes its acceptance of such changes.
2.5 Each additional or new assignment requested by the User, shall give rise to a new Proposal and agreement between the Parties.
2.6 Any complaints with respect to the Company Services shall be reported to the Company by registered letter within eight (8) calendar days after the delivery of the Company Services. After this period of eight (8) calendar days, the Company Services shall be considered as being accepted in conformity with the Proposal.
3.1 Use and access to the Company Services, requires an Internet connection which is sufficiently strong in order to a.o. upload the Content and download the Results. The User must provide all equipment necessary to make such Internet connection, including a computer and modem.
3.2 Upon payment of the Fees, the Company will provide the User with access to the Company Platform by activating the account of the User and providing the latter with login details for the Account.
4.1 License by the Company. During the Term and subject to the prior payment of the Fees, the Company grants the User a non-exclusive, personal, restricted, non-sublicensable and non-transferable license to use the Company Platform in accordance with these Terms of Use (the “License”). The User is not allowed to use the Company Platform for any commercial purposes or to use the Company Platform in a manner not authorised by the Company. The User shall use the Company Platform solely in full compliance with (i) these Terms of Use; (ii) any additional instructions or policies issued by the Company, including, but not limited to, those posted within the Company Platform, and (iii) any applicable legislation, rules or regulations.
4.2 Restrictions. The User agrees to use the Company Platform only for its intended use as set forth in these Terms of Use. Within the limits of the applicable law, the User is not permitted to (i) make the Company Platform available or to sell or rent the Company Platform to any third parties; (ii) adapt, alter, translate or modify in any manner the Company Platform; (iii) sublicense, lease, rent, loan, distribute, or otherwise transfer the Company Platform 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 Company Platform; (v) use or copy the Company Platform except as expressly allowed under this section 4; (vi) gain unauthorized access to accounts of other users or use the Company Platform to conduct or promote any illegal activities; (vi) use the Company Platform to generate unsolicited email advertisements or spam; (vii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (viii) use any high volume automatic, electronic or manual process to access, search or harvest information from the Company Platform (including without limitation robots, spiders or scripts); (ix) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Company Platform; (x) intentionally distribute any worms, Trojan horses, corrupted files, or other items of a destructive or deceptive nature or use the Company Platform for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or (x) remove or in any manner circumvent any technical or other protective measures in the Company Platform. The User acknowledges and agrees that in the event of a breach of this section 4, the Company has the right to suspend or terminate the Account and refuse any and all current or future use of the Company Platform (or any portion thereof) and the User will defend and indemnify the Company against any liability, costs, or damages arising out of the breach of this section 4.
Except as expressly set forth herein, no express or implied license or right of any kind is granted to the User regarding the Company Platform, including but not limited to any right to obtain possession of any source code, data or other technical material relating to the Company Platform.
4.3 License by User. By uploading, creating or otherwise providing Content, the User grants the Company a non-exclusive, royalty-free, worldwide, sublicensable, transferable license to use, copy, store, modify, transmit and display such Content to the extent necessary to process such Content in order to provide the Results. The Company reserves the right, but is not obliged, to review and remove any Content which is deemed to be in violation with the provisions of these Terms of Use or otherwise inappropriate, any rights of third parties or any applicable legislation or regulation.
4.4 Please note that any submitted Content, once processed and analyzed by the Company, is processed in an irreversible manner and cannot be returned to the User in the exact same format as it was submitted. The Company is not responsible (nor may it be held liable) for maintaining a copy of the original Content, prior to the processing thereof. It is thus recommended that the User keeps a copy of the Content provided to the Company before any processing activities by the Company take place.
5.1 The Fees payable for the Company Services shall be included in the Proposal provided by the Company. Unless the Parties have agreed otherwise in writing, invoices shall be paid within thirty (30) calendar days as from the date of issue to the bank account of the Company at Belfius, BE89 0689 0087 3985, GKCCBEBB.
5.2 Payments are due in euro (EUR), unless expressly stated otherwise on the invoice, without any reduction by taxes, charges or any similar costs, be it fiscal or non-fiscal, direct or indirect costs, and in particular including VAT and bank charges.
5.3. As soon as the Company has received payment of the Fees, the User shall be provided access to the Company Services. By accepting the Proposal and paying the Fees, the User expressly agrees that the delivery of services may commence and that he or she no longer has a right of withdrawal thereof in accordance with Article VI.53,13° of the Belgian Code of Economic Law.
6.1 The User acknowledges and agrees that the Company owns all legal right, title and interest (including Intellectual Property Rights) to the Company Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
6.2 The User acknowledges and agrees that nothing in these Terms of Use should be perceived as granting the User any right to use any trade marks, service marks, trade names or logos of the Company and that the User shall not be entitled to display, or use in any manner, the Company’s trade marks, service marks, trade names or logos and that it shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within the Company Services.
6.3 The Company acknowledges and agrees that the User owns all legal right, title and interest (including Intellectual Property Rights) to the Content as uploaded by the User and that the Company does not claim any ownership of the Results as communicated to the User as a consequence of the processing of such Content.
6.4 All rights, titles and interests in and to the Company Services or any part thereof not expressly granted to the User in these Terms of Use are reserved by the Company and its licensors.
The User shall be solely responsible for maintaining the confidentiality and security of all Account login information such as passwords and shall be fully responsible for all activities that occur under the Account. The User agrees to immediately notify any unauthorized use, or suspected unauthorized use of Account log in information or any other breach of security. The Company will not be liable for any loss or damage arising from the User’s failure to comply with the above requirements.
If the Company becomes aware or suspects, in its sole discretion, any violation by the User of these Terms of Use, or any other instructions, guidelines or policies issued by the Company, then the Company may suspend or limit the User’s access to the Company Services. The duration of any suspension by the Company will be until the User has cured the breach which caused such suspension or limitation.
In case the User needs technical support, he or she may contact the Company on the following email address info@INNDUCE.me.
10.1 To the maximum extent permitted under applicable law, the Company shall only be liable for personal injury or any damages resulting from (i) any breach by the Company of these Terms of Use, (ii) its gross negligence, (iii) its willful misconduct, and (iv) any fraud committed by the Company. The Company’s liability under these Terms of Use, shall to the maximum extent permitted by law be limited to the Fees paid by the User under the Proposal and these Terms of Use.
10.2 To the extent legally permitted under applicable law, the Company shall not be liable to the User or any third party, for any special, indirect, exemplary, punitive, incidental or consequential damages of any nature including, but not limited to damages or costs due to loss of profits, data, revenue, goodwill, procurement of substitute services, personal property or property damage arising out of or in connection with the Company Services under these Terms of Use, including but not limited to any miscalculations, or the use, misuse, or inability to use the Company Services, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if the User has been notified of the likelihood of such damages.
10.3 The User agrees that the Company can only be held liable as per terms of this section 10 to the extent damages suffered by the User are directly attributable to the Company. For the avoidance of doubt, the Company shall not be liable for any claims resulting from (i) the User’s unauthorized use of the Company Services, (ii) the User’s or any third party’s modification of (any parts) of the Company Services, (iii) the User’s failure to use the most recent version of the Company Services made available to it or its failure to integrate or install any corrections to the Company Services issued by the Company, or (iv) its use of the Company Services in combination with any non-Company products or services. The exclusions and limitations of liability under this section shall operate to the benefit of any of Company’s affiliates and subcontractors under these Terms of Use to the same extent such provisions operate to the benefit of the Company.
11.1 By the Company. Except as expressly provided in this section 11 and to the maximum extent permitted by applicable law, the Company Services are provided “AS IS”. The Company makes no (and hereby disclaims all) other warranties, covenants or representations, or conditions, whether written, oral, express or implied including, without limitation, any implied warranties of satisfactory quality, course of dealing, trade usage or practice, merchantability, suitability, availability, title, non-infringement, or fitness for a particular use or purpose, with respect to the use, misuse, or inability to use the Company Services or any other products or services provided to the User by the Company. In addition, the User acknowledges and agrees that (i) any material downloaded or otherwise obtained by it through the use of the Company Services is done at its sole discretion and that it is solely responsible for any and all damages to its computer systems or loss of the Content resulting from its use of the Company Services, and that (ii) no advice or information, whether oral or written, obtained by the User through its use of the Company Services shall create any warranty not expressly stated in these Terms of Use.
The Company does not warrant that all errors can be corrected, or that access to or operation of the Company Services shall be uninterrupted, secure, or error-free. The User acknowledges and agrees that there are risks inherent to transmitting information over and storing information on the Internet and that the Company is not responsible and cannot be held liable for any losses of the Content.
11.2 By the User. The User represents and warrants to the Company that it has the authority to enter into this binding agreement and grant a license to the Company with respect to the Content in accordance with section 4.3.
Any Content provided by the User shall be 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, worms or other malicious computer programming codes intended to damage Company’s system or data; or (v) otherwise violate the rights of a third party. The User acknowledges and agrees that the Company is not obligated to back up any Content. The User agrees that any use of the Company Services contrary to or in violation of these representations and warranties shall constitute unauthorized and improper use of the Company Services for which the Company cannot be held liable.
12.1 By the Company. The Company shall defend and indemnify the User as specified herein 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 Company Services and excluding any claims resulting from (i) the User’s unauthorized use of the Company Services, (ii) the User’s or any third party’s modification of any of the Company Services, (iii) the User’s failure to use the most recent version of the Company Services made available to the User, or the User’s failure to install any corrections or updates to such Company Services issued by the Company, if the Company indicated that such update or correction was required to prevent a potential infringement, or (iv) the User’s use of the Company Services in combination with any non-Company products or services.
Such indemnity obligation shall be conditional upon the following: (i) the Company is given prompt written notice of any such claim; (ii) the Company is granted sole control of the defense and settlement of such a claim; (iii) upon the Company’s request, the User fully cooperates with the Company in the defense and settlement of such a claim, at the Company’s expense; and (iv) the User makes no admission as to the Company’s liability in respect of such a claim, nor does the User agree to any settlement in respect of such a claim without the Company’s prior written consent. Provided these conditions are met, the Company shall indemnify the User for all damages and costs incurred by the User as a result of such a claim, up to an amount equal to the Fees paid by the User under these Terms of Use.
In the event the Company Services, in Company’s reasonable opinion, are likely to or become the subject of a third-party infringement claim (as per this section 12.1), the Company shall have the right, at its sole option and expense, to: (i) modify the ((allegedly) infringing part of the Company Services so that it becomes non-infringing while preserving materially equivalent functionalites; (ii) obtain for the User a license to continue using the Company Services in accordance with these Terms of Use; or (iii) terminate the Terms of Use and refund up to an amount equal to the Fees paid by the User under these Terms of Use.
The foregoing states the entire liability and obligation of the Company and the sole remedy of the User with respect to any infringement or alleged infringement of any Intellectual Property Rights caused by the Company Services or any part thereof.
12.2 By the User. The User hereby agrees to fully indemnify and hold harmless the Company 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 User of any provisions of these Terms of Use or any other instructions or policies issued by the Company; (ii) the Content, as used by the Company, violating any Intellectual Property Rights of a third party, and (iii) fraud, intentional misconduct, or gross negligence committed by the User.
Any processing of the Content by the Company as a consequence of the User’s use of the Company Services shall comply with the applicable regulations (including without being limited thereto, Regulation (EU) 2016/679 (the “General Data Protection Regulation”). In the context of such processing, the Company shall always act as a processor vis-à-vis the User and the User shall always act as a controller for the processing of any Content. Therefore, the Company warrants and undertakes to: (i) solely process the Content in accordance with the instructions of the User and to ensure that such Content is not transferred to third countries unless so instructed by the User in writing and in compliance with Chapter V of the General Data Protection Regulation, (ii) ensure that the processing of any Content shall be proportionate to the aim pursued and shall respect the essence of the right to data protection, (iii) take commercially reasonable technical and organizational measures to protect all Content processed, as instructed by the User, and (iv) process all Content in accordance with the concluded data processing agreement between the Company and the User. The User, as a controller, warrants and undertakes to ensure that it is entitled to transfer/upload the Content on the Company Services, so that the Company may lawfully use, process and store such Content on the User’s behalf. For the avoidance of doubt, the terms “Personal Data”, “Processing”, “Processor” and “Controller” as used throughout these Terms of Use shall have the meaning as given thereto in article 4 of the General Data Protection Regulation.
14.1 The Company shall grant the User a license to access and use the Company Services during the Term as set out under these Terms of Use. At the end of the Term, these Terms of Use as well as any user rights on the Company Services that were granted to the User under these Terms of Use shall automatically expire.
14.2 Termination for breach. The Company may terminate with immediate effect these Terms of Use and the User’s right to access and use the Company Services if the Company believes or has reasonable grounds to suspect that the User is violating these Terms of Use (including but not limited to any violation of the Intellectual Property Rights of the Company) or any other guidelines or policies issued by the Company.
14.3 Effects of termination. Upon the termination of the Term: (i) the User will no longer be authorized to access or use the Company Services, and (ii) all rights and obligations of the Company and the User under these Terms of Use shall terminate, except for those rights and obligations as designated in section 16.6.
Users who have complaints with regard to the Company Services are requested to send them to the Company by post to Walle 113, 8500 Kortrijk, Belgium or by e-mail to info@innduce.me.
16.1 Force Majeure. The Company shall not be liable for any failure or delay in the performance of its obligations with regard to the Company Services if such delay or failure is due to causes beyond our control including by not limited to acts of God, war, strikes or labor disputes, embargoes, government orders, epidemics, pandemics, quarantine restrictions, lockdowns, telecommunications, network, computer, server or Internet downtime, unauthorized access to Company’s information technology systems by third parties or any other cause beyond the reasonable control of the Company (the “Force Majeure Event”). The Company shall notify the User of the nature of such Force Majeure Event and the effect on its ability to perform its obligations under these Terms of Use and how it plans to mitigate the effect of such Force Majeure Event.
16.2 Severability. If any provision of these Terms of Use is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
16.3 Waiver. The fact that the Company does not invoke, at any time, or use certain provisions in the present Terms of Use should not be construed as a waiver of rights contained in these Terms of Use, be it for the present or for the future.
16.4 Assignment. The User may not assign or transfer these Terms of Use or any rights or obligations to any third party. The Company shall be free to transfer or assign (part of) its obligations or rights under the Terms of Use without the prior consent of the User.
16.5 Notices. All notices from the Company intended for receipt by the User shall be deemed delivered and effective when sent to the email address provided by the User on the Account. If the User changes this email address, it must update its email address on the personal settings page.
16.6 Survival. Sections 6, 10, 11, and 12 shall survive any termination or expiration of these Terms of Use.
16.7 Governing law and jurisdiction. These Terms of Use shall be exclusively governed by and construed in accordance with the laws of Belgium, without giving effect to any of its conflict of law principles or rules. The courts and tribunals of Ghent (division Kortrijk) shall have sole jurisdiction should any dispute arise relating to these Terms of Use.
Last revision: May 2020.