TERMS AND CONDITIONS

 

last updated 25th Sept 2023

Services
‍‍This Agreement shall confirm the agreement between Solutionary Minds SARL (the “Company”) and you, (the “Customer“) pursuant to which we, the Company, will provide the Customer with services and deliverables (the “Services”) via the Company’s platform, (the “Platform”). By accessing the Services, you agree to comply with these Terms and Conditions.

The Platform is defined by all websites, web applications or any other service platform the Company has developed.

Please read this Agreement carefully. By accessing, browsing, or using the Platform, paying for or using Platform, and/or completing the registration process, you represent that (1) you have read, understand, and agree to be bound by this Agreement, (2) you are of legal age to form a binding contract with the Company, and (3) you have the authority to enter into the Agreement personally or on behalf of the company you have named as the user, and to bind that company to this Agreement. The term “you” refers to the individual or legal entity, as applicable, identified as the user when you registered on the Platform. If you are unwilling to be bound by all the terms and conditions of this Agreement, then you may not access the Platform.

The Customer acknowledges that Platform and any data made available by the Company to the Customer through the Platform from time to time, (the “Company Data”) is proprietary to the Company and the Company shall own all rights (including all intellectual property rights) in the Platform and this Company Data.

The Company grants to the Customer, subject to payment of the fee, a non-transferable, non-exclusive, non-sublicensable, revocable license to access and use the Platform, solely for your own personal non- commercial use. Unauthorized use of the Content may violate copyright, trademark, and other laws.

Please note that this Agreement is subject to change by the Company. When changes are made, the Company will notify you of the changes and give you option to accept them or not. We will also update the “Last Updated” date at the top of the Agreement.

 ‍Fees
The fees payable are available on the Company site, in the form of Memberships for a duration of time or one-time fees. The Company reserves the right to change the fees at any time for new Customers or membership renewals. No fee changes will be applied retroactively.

‍Company Warranties
‍The Company warrants that:
(i) it shall use due care and follow highest professional standards while providing the Services to the Customer;
(ii) it has all necessary rights, authorizations and license to provide the Services;
(iii) it shall provide the Services in accordance with all applicable laws and regulations (including, without limitation, Data Protections Laws);
(iv) neither the use of the Platform nor the Services shall infringe or violate any patents, copyrights, trade secrets, licences or other proprietary rights of any third party.

The Company shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week except for:
(i) planned maintenance; and
(ii) unscheduled maintenance performed outside normal business hours.

The Company does not warrant that:
(i) the use of the Platform by the Customer will be uninterrupted or error free; or that
(ii) the information obtained by the Customer through the Platform will meet the Customer’s requirements. The Company will endeavour to advise the Customer of maintenance (scheduled or unscheduled) events within a 24 hour period of maintenance commencement.

‍Customer Warranties
‍The Customer warrants that it shall
(ii) not be permitted to take copies of any Company Data or store any Company Data outside of the Platform
(iii) not access, store, distribute or transmit any viruses;
(iv) ensure always that its use of the Platform and Services is in accordance with applicable laws and regulations (including, without limitation, Data Protection Laws);
(v) obtain any necessary consents in order to access the Services and the Platform; and
(vi) not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform.

‍Data Protection
‍Data Protection Laws means applicable laws relating to:
(i) data protection; (ii) privacy; and (iii) restrictions on, or requirements in respect to, the processing of personal data of any kind, including the EU General Data Protection Regulation 2016/679, (“GDPR”). “Data Controller”, Data Processor”, “Data Subject”, Personal Data” and “Processing” shall have the same meanings as in the Data Protection Laws and shall be construed accordingly. Neither Party shall do anything that would cause the other Party to be in breach of its obligations under the Data Protection Laws.  The Customer is the Controller for the purposes of personal data provided as part of the Services.  The Company shall only process any Personal Data for the purposes notified to it by the Customer and shall comply with all instructions to ensure compliance with Data Protections Laws.

 The Privacy Policy provisions will apply.

‍
Confidential Information
‍Each party acknowledges that it or its employees (including individuals under employment or services contracted to the Customer and Company) may, in the course of performing their responsibilities under this Agreement, be exposed to or acquire information which is proprietary to or confidential to that party or its affiliated companies or their clients or to third parties to whom that party owes a duty of confidentiality. Any and all non-public information of any form obtained by a party or its employees while providing or in receipt of the Services shall be deemed to be confidential and proprietary information.

Each party agrees to hold such information in strict confidence and not to copy, record, reproduce (using any medium), sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to third parties or to use such information for any purposes whatsoever other than the provision of the Services to the Employer and to advise each of its employees who may be exposed to such proprietary and confidential information of their obligations to keep such information confidential.

‍Intellectual Property
‍Nothing in this Agreement shall cause the ownership of any Intellectual Property Rights belonging to one Party to be transferred to the other.

The Company and/or its licensors shall, as between the Parties, remain the owner of all Intellectual Property Rights in the Company’s brands, trademarks and logos, the Platform and Company Data. Except as expressly permitted by this Agreement, the Customer may not use any of the Company’s Intellectual Property Rights without the Company’s prior written consent.

The Customer acknowledges that it may create Intellectual Property Rights by improving or suggesting improvements in relation to the Platform to the Company. Any and all improvements shall be owned by the Company. The Customer hereby assigns any and all rights to such Intellectual Property Rights in respect of any improvements to the Company and waives its moral rights in respect thereof.

Each Party shall promptly bring to the attention of the other any improper or wrongful use of any Intellectual Property Rights of the other Party which comes to their notice.

The Customer and/or its licensors shall, as between the Parties, shall remain the owner of all Intellectual Property Rights in the Customer’s brands, trademarks and logos and shall own all Intellectual Property Rights in the deliverables.

You must retain all copyright, trademark, service mark, and other proprietary notices contained in the Content on any copy you make of the Content. You may not reproduce, modify, adapt, merge, make derivative works of, display, sell, or distribute the Content, or use it in any other way for public or commercial purpose. This includes copying or adapting the HTML code used to generate Web pages. Additionally, attempting to decipher, recompile, disassemble, or reverse engineer any of the software comprising or in any way making up part of the Site or Services is expressly prohibited.

 

Community

When you use the Platform, you join a community of people from all over the world. The guidelines below help keep the Platform fun and enjoyable for everyone.

 If you see content that you think violates these guidelines, report it.

These policies apply to all types of content on our Platform, including, for example, unlisted and private content, comments, links, community posts, calls and events. This list isn’t complete.

Here are some key things to remember as you communicate:

(i) Be responsible. What you say and do matters. You’re responsible for your words and actions and you’ll be held accountable for them.

(ii) Be helpful. Your voice is your contribution — make it productive.

(iii) Be thoughtful. You should be thoughtful about making statements that could cause others to make incorrect assumptions or make others feel they do not belong.

 These content and behaviours are completely forbidden: spam and deceptive practices, sensitive, violent or dangerous content and misinformation.

We do not encourage the community members to promote their own products or services. We will consider to develop the capability for the community as we will see an increased value potential and interest from our members.

The Customer is responsible for adhering to these guidelines. If discussions or behaviour don’t align with these terms, the Company reserves the right to revoke Customer’s rights and access to the Platform.

 

‍Indemnities
‍The Company shall indemnify and hold harmless the Customer against any third-party claims that the use of the Platform or Services infringes or violates any proprietary rights, (including intellectual property rights) of any third party. This indemnity is subject to the Customer promptly notifying the Company of such a claim, allowing the Company sole conduct of the defence, negotiation or settlement and providing all reasonable co-operation in relation to any claim.

The Customer shall indemnify and hold harmless the Company, its directors or employees, and individuals under binding employment or services contract/s, against any and all actions, claims, costs, expenses, damages, fines, penalties and liabilities (including legal fees) arising out of or in connection with the Customer’s use of the Platform or the Services and in respect of the processing of the Company Data under this Agreement.

 

‍Limitation of Liability
‍To the extent permitted by law,
(i) neither the Company nor the Customer shall have any liability to the other in connection with the Agreement (and for the avoidance of doubt including any indemnity liabilities) for any indirect, economic or consequential loss and damage, and;
(ii) the total liability of both the Company and the Customer in connection with the Agreement for direct loss and damage, whether arising in tort (including negligence and strict liability), contract, or otherwise, shall not exceed the total of the fees paid for the Services during the period of twelve months immediately preceding the date on which the liability arises;

Notwithstanding the aforesaid, no limitation, exclusion or restriction of liability under this Agreement shall apply to any liability arising out of either party’s negligence, fraud, misrepresentation or willful default.

 

Security rules

Users are prohibited from violating or attempting to violate the security of the Platform, including, without limitation:

(a) accessing data not intended for such user or logging into a server or account which the user is not authorized to access;

(b) attempting to probe, scan, or test the vulnerability of a system or network or the breach security or authentication measures without proper authorization;

(c) monitoring of data or traffic on a System without permission;

(d) attempting to interfere with service to any user, host, or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mail bombing”, or “crashing”;

(e) sending unsolicited e-mail, including promotions and/or advertising of products or services;

(f) forging TCP-IP packet headers or any part of the header information in any e-mail or newsgroup posting;

(g) making network connections to any users, hosts, or networks unless you have permission to communicate with them;

(h) monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled;

(i) operating network services like open proxies, open mail relays, or open recursive domain name servers;

(j) using physical or electronic means to avoid any use limitations placed on any System, such as access and storage restrictions;

 Use of any device, software, or routine to interfere or attempt to interfere with the proper working of the Platform or any activity being conducted on the Platform, or taking any action which imposes an unreasonable or disproportionately large load on the Platform’s infrastructure is expressly prohibited.

 

Username and passwords

You are responsible for maintaining the confidentiality of your information, username, and password. You shall be responsible for all uses of your registration, whether or not authorized by you. You agree to immediately notify the Company of any unauthorized use of your registration information, username, or password.

 

‍General
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

This Agreement and any non-contractual obligations arising out of or in relation to this Agreement shall be governed in all respects by Luxembourg law and the parties agree that the Luxembourg courts shall have exclusive jurisdiction to hear and determine any suit, action or proceedings arising out of or in connection with this Agreement including any non-contractual obligations arising out of or in connection with this Agreement.

If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

The Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

Except as expressly provided in a particular Legal Notice, Software License, or other notices or Content published on the Platform, these terms represent the entire binding Agreement between us, and our respective successors, and assigns, and supersedes any and all prior understanding, statements, or representations, whether electronic, oral, or written, regarding the Company, the Platform, or Services.

Signed as by Andra Fola, the Director acting for and on behalf of The Company