Terms and Conditions

Effective date: 01/06/2022

PREAMBLE

INOOPA NV is registered at the Crossroads Bank of Enterprises under number 0649973640 and its registered office is located at Silversquare, Av. Arnaud Fraiteur 15-23 – 1050 Ixelles, Belgium (Tel: +32 478 888 398 and e-mail: contact@inoopa.com).

INOOPA NV has developed software in the form of a “Saas” platform (software as a Service), available online, through the use of, among other things, an application programming interface (“API”), an embedded application, a browser extension, downloadable software or INOOPA NV’s website (the “Solution”), and related to INOOPA NV (“INOOPA”, “we”, or “our”). INOOPA is active in machine learning and offers companies the possibility to define their activities using advanced technologies of Artificial Intelligence (“AI”) to obtain information and actionable insights. 

These Terms and Conditions (“Terms”) exclusively govern the contractual relationship between INOOPA and any person (“Customer”, “Licensee”, “User” or “you”) using the Solution, browsing the website www.inoopa.com (the “Site”), and/or wishing to purchase any of the Products offered by INOOPA on the SaaS platform https://wink.inoopa.com/ (the “Platform”)

These Terms, together with the General Terms of Use (the “TOU”), the Privacy Policy, the Cookies Policy, the Subcontracting Agreement and, if applicable, the Special Terms and Conditions and the Order Form concluded between INOOPA and the Customer (the “Agreement”), to the exclusion of all other terms and conditions, constitute the legal basis for your access, use, download and installation of the Solution, the Site and all features, functionalities, data and content contained therein (the “Services”). This Agreement applies to all commercial transactions related to these Services and replaces, if applicable, any pre-contractual or contractual document that may have existed previously between INOOPA and the Customer.

INOOPA reserves the right to modify these Terms at any time, without prior notice, subject to publishing such modifications on the Site and/or the Platform. If Special Conditions are agreed between INOOPA and the Licensee, they shall prevail over the present Conditions to the extent that they derogate from them.

If any provision of these Terms is declared null, void or unenforceable by a court or any other authority, such decision shall not affect the validity of the remaining provisions and INOOPA undertakes to replace the nullified provision with another, legally valid, provision having equivalent economic effect.

Article 1 – Product characteristics

The Services offered by INOOPA are invoiced on a Subscription or Unit Purchase basis (“Products”).

A Subscription is a contract by which one acquires the benefit of a regular service for a fixed price for a determined period of time, unlike a Unit Purchase which is a one-time purchase. 

INOOPA provides its Clients with information and content concerning professional and business data (the “Data”). This Data is stored in the B2B database of INOOPA (the “Database”), accessible through the Solution.

This database is continuously updated. 

Article 2 – Prices and payment terms

2.1. Prices

The prices indicated are expressed in euros (EUR) and are “exclusive of tax”. All applicable duties and taxes are to be paid by the Customer. As the information and the database are updated daily, the quantities, deadlines and prices are given as an indication.

At the request of the Customer, INOOPA can make an offer corresponding to the needs expressed by the Customer. Prices may vary depending on the number and type of Products ordered. 

INOOPA reserves the right to modify its prices at any time, except for those in effect at the time of signing the Agreement and the prices of Subscriptions which may be revised annually. Moreover, only the unit prices of information and the fixed prices are firm for a period of 30 calendar days following the date of the offer. 

2.2. Placing an order

By ordering, the Customer declares to be fully aware of the technical specifications of the Solution and undertakes to use it only in compliance with all the prescriptions of INOOPA.

The Customer who wishes to place an order must necessarily : 

  • To take advantage of the free demo: fill in your details in the form available for this purpose on the website https://wink.inoopa.com/
  • To purchase a subscription: 
    • Or, sign an order form by contacting the sales department.
    • Or, follow the ordering procedure provided on the platform which is as follows:
  • choice of Service(s) ;
  • validation of the Service and return to the secure payment system integrated into the site
  • Identification and communication of personal contact data (email);
  • choice of payment method ;
  • verification of the information entered ;
  • acknowledgement and validation of the Conditions ;
  • validation of the order by clicking 
  • payment

You will then receive a confirmation of the order by email. The final validation of the order by clicking on the “Subscribe” button constitutes an electronic signature that engages the Customer in the same way as a handwritten signature and implies the obligation to pay.

All orders will be processed only after acceptance of the payment by INOOPA’s bank. In the absence of payment within thirty (30) calendar days following the order, INOOPA reserves the right to cancel the order.

All orders are considered firm upon receipt by mail of an Order Form or any other document in lieu thereof, including electronic, signed by the Customer. 

The order of the Service(s) is reserved to Clients, legal entities, and their Users (natural persons of legal age) having legal capacity and residing in a Member State of the European Union. Any order that does not comply with these conditions may be cancelled by INOOPA.

All orders and any changes thereto by the Customer must be confirmed in writing by INOOPA. Any modification of the order will result in (i) a revision of the price and (ii) an adjustment of the delivery time.

Delivery times are given as an indication. Exceeding a delivery time may not give rise to any claim for compensation. The agreed deadlines are extended by the possible delay of the Client in providing the elements necessary for the mission to be accomplished by INOOPA.

Any claim must be received in writing within 30 calendar days of delivery of the order to be admissible. After this date, all deliveries shall be deemed to be in accordance with the Purchase Order specifications. 

2.3 Terms of payment

Unless otherwise agreed in writing, all orders are payable in cash on delivery.

Services billed on a Subscription basis will be billed to you in advance, in cash, on a recurring, periodic basis (“billing cycle”). Billing cycles are established on a monthly basis, depending on the type of subscription plan you select when purchasing a Subscription, as set forth in the Order Form.

In the event of non-payment on the due date, the amount of the invoice will be increased by 15% by operation of law and without prior notice, and late payment interest of 1% per month will be due by operation of law and without prior notice on the unpaid amounts. Any month started will be considered as a full month. 

OPTION:

A valid payment method, including a credit card, is required to process payment for the Service(s). Payment for the Service(s) is made at the time of ordering and via the secure payment interface “STRIPE”

You must provide INOOPA with accurate and complete billing information, including full name, address, zip code, phone number and valid payment method information. By submitting this payment information, you automatically authorize INOOPA to bill all subscription fees incurred through your account to these payment instruments. If automatic billing does not occur for any reason, INOOPA will issue an electronic invoice indicating that you must manually make full payment for the billing period as indicated on the invoice by a certain deadline.

The payment service integrated into the platform is provided by the secure payment system “STRIPE” (hereinafter together, the “Payment System”).

The relationship between the Licensee and the Payment System is governed by the Payment System’s general terms and conditions, which are available at the following address: https://stripe.com/fr-beLorsqu. By making a payment via the Website/Platform, the Licensee declares that he/she has read, understood and accepted the Payment System’s general terms and conditions.

An electronic invoice will be sent automatically to the email address you gave when ordering.

 2.4. Deadlines

INOOPA will make every effort to meet the delivery time or frequency set forth in the Purchase Order. 

However, it shall not be liable for delays or failures due to elements or events beyond its control, such as delays in the supply of data from the source authorities or equipment failures.

2.5. Duration

The units purchased are valid for one year, to be used against future consumption.

Unless otherwise stated, Subscriptions are taken out for an initial period of 3 (three) months. Subscriptions are automatically renewed and the Contract is tacitly renewed at the end of the term, under the same conditions, unless the Customer gives notice of termination by registered letter 1 (one) month before the expiry date.

INOOPA reserves the right to cancel access to the Services and terminate the account, in its sole discretion, at any time and for any reason, with or without notice. In the event of termination, suspension or cancellation of the Services or the account, all provisions of these Terms that by their nature should survive shall survive, including, but not limited to, the licensing and intellectual property provisions, limitations of liability and dispute resolution provisions.

Article 3 – Account creation and management

In order to make full use of the Services, the Customer must register and create an account on https://wink.inoopa.com/

Any individual using the Services under the Agreement must be provisioned as a User. Licensee is solely responsible for access to the Solution and Services granted to Users and it is Licensee’s sole responsibility to add or remove User access rights.

Your account can be created by providing specific information (e.g., full name, email address, etc.) https://wink.inoopa.com/. You agree to keep your account ID secret and secure. You also agree to notify us immediately of any unauthorized use of your account. By agreeing to the Terms, you represent that you are responsible for all activities that occur under your account ID. 

Upon account creation, you will automatically be added to our mailing list. You may choose to remove your email address from this mailing list by selecting the “unsubscribe” link at the bottom of any email communication we send you. 

Article 4 – Liability

The execution of the Customer’s order is carried out by qualified personnel and the utmost care is taken in the execution. 

However, due to the nature and amount of information processed, INOOPA cannot guarantee its complete accuracy or completeness. INOOPA assures an obligation of means by virtue of which it deploys its best efforts to achieve the objectives described in the Purchase Order.

INOOPA’s liability is limited exclusively to possible direct damages and can in no case be engaged 

  • damages resulting from the fault or negligence of the Customer;
  • for consequential damages such as, but not limited to, loss of profit, loss of business, loss of goodwill or anticipated savings, disruption of plans, increased expenses, loss of data, loss of time, deficits or any other form of consequential damages;
  • actions or claims by third parties.

If INOOPA’s liability is incurred, it is expressly limited to the amount of the order invoiced to the Customer. 

The Customer acknowledges the restrictions and risks associated with the use of the Internet or any other means by which the Solution is currently or will be made available in the future. Therefore, INOOPA cannot be held responsible for damages inherent to the use of the Internet and for any damage caused by the use of the Services (in particular, the Solution, the Site, as well as applications). We make every effort to remedy any technological instabilities as soon as possible but we cannot be held responsible for any damages incurred by the Customer unless they result from (i.) gross negligence or (ii.) wrongful failure to perform one of INOOPA’s main obligations. The Customer also acknowledges the risks associated with the storage and transmission of information by digital or electronic means.

The Customer also agrees that the electronic communications exchanged and the backups made by the Provider may be used as evidence.

Any possible complaint by the Customer must be communicated in writing within 8 calendar days of becoming aware of the event giving rise to the complaint. The absence of any dispute in accordance with the rules of this article entails for the Customer the unconditional and unreserved acceptance of the fact that gives rise to the complaint and, de facto, the definitive renunciation of any claim on this account.

This claim is made by the Customer at his choice: 

  • By email : contact@inoopa.com
  • By registered mail with acknowledgement of receipt: Inoopa S.A, Av. Arnaud Fraiteur 15-23 – 1050 Ixelles

Any use of the Solution that does not comply with its intended purpose is the sole responsibility of the Customer, to the exclusion of INOOPA.

Upon uploading the Excel file by the Customer, the Customer assumes sole responsibility for the protection and safeguarding of its Customer Data and warrants to INOOPA that it (i.) holds the necessary authorizations and (ii.) has taken the necessary steps in its capacity as data controller in accordance with the General Data Protection Regulation (“GDPR”). 

INOOPA shall never be held responsible for any errors or inaccurate information provided by the Customer.

Article 5 – Protection of personal data

Customer agrees to process the Data accessible to it through the Solution – and the Services at large – in accordance with applicable laws, guidelines and regulations on personal data processing, security, marketing or privacy, including, but not limited to, to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the “GDPR”) and the Belgian law of 30 July 2018 on the protection of individuals with regard to the processing of personal data, made in application of the GDPR (the “Belgian Law”).

In addition, in the context of the performance of the Contract, its legal obligations or its legitimate interest, INOOPA processes the personal data of the Customer. The collection of personal data by INOOPA for the purposes of the commercial relationship is mandatory, as this information is essential for the processing and delivery of the Services. Failure to provide such information will result in the non-validation of the order. INOOPA processes this data in accordance with the RGPD and Belgian law. INOOPA commits to never communicate the contact information of its Customers to a third party. 

In order to simplify access and navigation to the Services, and to personalize the presentation of the Services for each User, the Services use “cookies”.

You will find all relevant information on the processing of personal data by INOOPA, as well as on the exercise of your rights (e.g. the right of access, rectification, deletion, opposition, etc.), in our Privacy Policy and our Cookie Policy. The Subcontracting Agreement, which applies between INOOPA and its Client, and which forms an integral part of the Agreement, is also accessible via this link.

Article 6 – Intellectual Property

The Solution, the Site and their components (trademarks, logos, graphics, photographs, animations, videos, texts, etc.) are the exclusive property of INOOPA and are protected by Belgian and international legislation on intellectual property rights (such as copyright, design rights, trademark rights, etc.) and may not be reproduced, used or distributed without prior written authorization from INOOPA, under penalty of constituting an infringement. All reproduction rights are reserved, including for downloadable documents and iconographic and photographic representations. The reproduction of all or part of the Solution on any electronic medium whatsoever is strictly forbidden without prior written authorization from INOOPA.   

Subject to the conditions of use set forth in these Terms, INOOPA grants the Licensee a right to

  • non-exclusive, non-assignable, non-transferable and limited to the duration of the Contract and revocable at any time without giving any reason, to access the Solution and the Site;
  • to use the Solution only by a number of physical persons equivalent to the number of authorized users;
  • to use and access the Solution solely for the Licensee’s internal business use and for the Licensee’s own operations. The use of the Solution is only for the Licensee and its employees to the exclusion of any other company, even if such company is related or connected – directly or indirectly – to the Licensee (such as a subsidiary, joint venture, parent company or sister company). Licensee represents and warrants that by registering for the Services, Licensee’s representative – Licensee – who registers for the Services is binding on the legal entity on whose behalf he or she is registering. The Services are not offered to individual users, natural persons, who do not have the right or authorization of the Licensee, a legal entity.

The Licensee may also save and print a copy of these, provided that (i) it does not alter their content in any way, (ii) it retains all mentions of authorship and origin and (iii) it respects the purposes of the Solution.

In addition, Licensee shall not (and shall not permit any third party to): 

  1. attempt to interfere with the Solution, infiltrate, hack, reverse engineer, decompile or disassemble the Solution or the Database; 
  2. use the Data for purposes other than Licensee’s internal business (which includes marketing to potential and current Licensees or recruitment); 
  3. publish, distribute, share, sell, rent, transfer or otherwise make the Data available to any third party or entity and will use its best efforts to prevent misuse or unauthorized use of the Data by any third party; 
  4. sublicense its right to access and use the Solution or provide remote access to the Solution to a third party or to an unauthorized person or for their benefit; 
  5. use the Data to compile databases or similar services; 
  6. use the Solution in a manner that may be considered harassing, offensive, abusive, defamatory, fraudulent or deceptive, threatening, advocating harassment or intimidation; 
  7. use the Solution or Data in violation of any applicable law or in a manner that promotes illegal activities, including, without limitation, privacy laws and other rights of third parties 
  8. disparage or misrepresent the capabilities or reputation of INOOPA; and 
  9. disclose the source of the data provided by INOOPA.

Any use of the Solution and/or the Site and their components not covered by this article is strictly prohibited. 

The Customer authorizes INOOPA to mention its contact information (including name and logo) and the fact that it is/was a Customer of INOOPA, as part of its commercial communication (including on its Website or flyers.

Article 7 – Confidentiality 

The information exchanged between INOOPA and the Client in the context of the execution of the Contract is confidential.

Each Party undertakes, on the one hand, not to disclose or communicate to any person all or part of such confidential information and, on the other hand, to take all steps to ensure that such confidentiality is preserved as long as such information has not fallen into the public domain.

Article 8 – Force majeure

INOOPA and the Customer shall not be liable for the non-performance of their obligations in the event of the occurrence of a case of force majeure, defined as any unforeseeable, irresistible event resulting from circumstances beyond INOOPA’s or the Customer’s control, which makes the performance of the Contract impossible. The Party invoking the force majeure shall notify the other as soon as possible of the occurrence of the event.

In the event of the occurrence of a case of force majeure, the Contract will be suspended until the disappearance, extinction or cessation of the case of force majeure. However, if it is not possible to resume the execution of the Contract within a period of 3 months from the occurrence of the force majeure, INOOPA and the Client will meet to discuss a modification of the Contract. In case of failure of the discussion, the Contract will be terminated by operation of law, without compensation on either side, by the most diligent Party by registered letter with acknowledgement of receipt sent to the other Party.

In the event that the Contract is terminated by the Customer, the Customer agrees to pay INOOPA the price of all unpaid services performed at the date of termination, as well as any expenses incurred by the termination.

Article 9 – Applicable law – Disputes

The validity, interpretation and performance of these Terms and Conditions and the Agreement are subject to Belgian law. Any contractual or other relationship between INOOPA and the Customer is subject to Belgian law. 

INOOPA and the Customer agree to attempt to resolve their disputes through mediation. If mediation fails, any question relating to the validity, interpretation, performance or non-performance of these Terms shall be submitted to the exclusive jurisdiction of the courts of Brussels for any type of proceedings.

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