This is a contract between you (the Customer) and us (Intuitive Code Lda). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. It is a legal document, so some language is necessarily “legalese”, but we have tried to make it as readable as possible. These terms are so important that we cannot provide our products and services to you unless you agree to them. By using the Subscription Service or receiving the Consulting Services, you agree to these terms. We periodically update these terms. It is upon to the customer to periodically review this document on the website. Finally, we know legal terms can sometimes be difficult to navigate, so we wanted to give you a roadmap of the Agreement:
A. DEFINITIONS. This is where we provide the details on what the key defined terms in the Agreement mean. You can think of it like a contractual dictionary.
B. GENERAL COMMERCIAL TERMS. Here’s where you can find the basics about how our Subscription Service and Consulting Services are provided. For example, you can find information on access and acceptable use. These terms apply to all of our products and service offerings.
C. SUBSCRIPTION TERMS. Customers of ours subscribe to use our research and analysis, and there are some fundamental terms that apply to each subscription. There are some differences between the different subscriptions, and here’s where you can find that detail.
D. PRODUCT DISCLOSURES. We offer several products and there are some important things to know before you use them. We’ve collected these important things to know and you can find them here.
E. GENERAL LEGAL TERMS. As we mention above, this is a contract, and contracts are filled with legal terms. In this section, we’ve collected the many of the remaining legal terms that make up our Customer Terms of Service.
F. JURISDICTION SPECIFIC TERMS. With customers across the globe, this final section is where we address most of the differences in these terms that vary based on customer location.
“Agreement” means these Customer Terms of Service and all materials referred or linked to in here. “Paid Users” means those types of Users (defined below) for which we charge you fees as set forth in our Product and Services Catalog.
“Billing Period” means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Subscription Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months. All payments are upfront.
“Communication Services” means third-party forums, online communities, blogs, personal web pages, calendars, and/or other social media communication facilities (such as Facebook, Twitter and LinkedIn) linked to or from the Subscription Service.
“Confidential Information” means all information provided by you or us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information will include Customer Data and information about the Discloser’s business plans, technical data, and the terms of the Order. Confidential Information does not include any information that (i) is or becomes known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.
“Contact Information” means the name, email address, mobile phone number, online user name, billing address, and similar information submitted by you when registering on the site or purchasing from the Products and Services catalog a Subscription, Consulting or Free Service.
“Consulting Services” means the professional services provided to you by us, which may include on-boarding, training services, online courses, online education, video, webinars, online meetings, or other consulting services.
“Customer Data” means all information that you submit or collect via the Subscription Service.
“Customer Materials” means all materials you provide or post, upload, input or submit for non-public or public display through the Subscription Service.
“Free Services” means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.
“Intuitive Code Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, that we incorporate into the Subscription Service or Consulting Services.
“Order” or “Order Form” means the Intuitive Code-approved form or online subscription process, by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Most Orders are paid by bank transfer.
“Product and Services Catalog” means Intuitive Code’s Product and Services Catalog updated by us from time-to-time.
“Sensitive Information” means (a) credit or debit card numbers; personal financial account information; Social Security numbers or local equivalents; passport numbers; driver’s license numbers or similar identifiers; passwords; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information; and (b) any information defined under EU data protection laws as ‘Sensitive Personal Data’.
“Subscription Fee” means the amount you pay for the Subscription Service. This amount is not a recurring charge that automatically renews.
“Subscription Service” means all of our licenses, tools, resources, and information that you get access to using an Order Form or on the website we make available to you, accessible via a third-party app or another designated URL that we provide to you.
“Subscription Term” means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), for a specified duration (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.
“Third-Party Products” means non-embedded products and professional services that are provided by third parties which inter-operate with or used in connection with the Subscription Service. These products and services include non-Intuitive Code apps available from other entities.
“Third-Party Sites” means third-party websites linked to from within the Subscription Service, including Communications Services.
“Users” means your employees, representatives, consultants, contractors, or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.
“Intuitive Code Lda”, “we”, “us” or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.
“You”, “your” or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.
B. GENERAL COMMERCIAL TERMS
1. Access. During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement and the applicable Order. We may also provide you access to use our Free Services at any time by activating them after you placed an order for a zero-sum amount. We provide some or all elements of the Subscription Service through third-party service providers, namely third-party apps and websites which are deemed necessary to be installed on your devices.
2. Additional Features. You may subscribe to additional features of the Subscription Service by placing an additional Order with us (if this option is made available by us). This Agreement will apply to all additional Order(s) and all additional features that you activate.
3. Availability. We make the Subscription Service available except for planned down-time for maintenance, and the down-time of third-party service providers we are not responsible for.
4. Consulting Services. You may purchase Consulting Services by placing an Order with us. Unless we otherwise agree, the Consulting Services we provide are described in the Product and Services Catalog and will be delivered in English. Fees for these Consulting Services are in addition to your Subscription Fee except if explicitly described as included in the subscription service as it might happen with bundles or special packages.
All Consulting Services are performed remotely or online.
We might provide some or all elements of the Consulting Services through third-party service providers, including third-party apps. Consulting Services are non-cancelable and all fees for Consulting Services are non-refundable.
5. Fees and Payments
a. Subscription Fees. The Subscription Fee will remain fixed during the Subscription Term unless you: (i) upgrade products or base packages, (ii) subscribe to additional features or products, or (iii) unless otherwise agreed to in the Order.
For our products that have applicable User limits, you will be charged fees associated with all Paid Users.
b. Payment by credit card. We do not store credit card information. If you are paying by credit card, you allow us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third-party to process payments and consent to the disclosure of your payment information to such third-party.
c. Payment by bank transfer is mandatory when the total order amount is higher or equal to three hundred U.S dollars. You are responsible for the payment of bank commissions. If we receive less than the total order amount due, you shall be responsible to make an additional payment for the difference.
d. Payment against invoice quote. If you are paying by invoice or quote, we will invoice you no more than thirty (30) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within seven (7) days from the date of the invoice, unless otherwise specified in the Order Form.
e. Payment Information. You will keep your contact information and billing information (where applicable) up to date. All payment obligations are non-cancelable, and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If you are a partner purchasing on behalf of your client, you agree to be responsible for the Order Form and to guarantee payment of all fees.
f. Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and the performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT, and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so we receive payment in full as if there were no deduction or withholding.
6. Use and Limitations of Use
a. Acceptable Use. You will comply with our Acceptable Use Policy (“AUP”).
b. Prohibited and Unauthorized Use. You will not (i) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more requests to servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Subscription Service; (iii) attempt to gain unauthorized access to the Subscription Service; (iv) access the Subscription Service other than through our interface; or (v) use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement; (vi) contact or share any information with other users.
You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service. You agree not to use data from the Subscription Service in legal proceedings or otherwise as evidence.
You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account by emailing sales[at]intuitivecode.app
c. No Sensitive Information. YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT OR MANAGE SENSITIVE INFORMATION.
d. Use of Communication Services such as apps or bots. We do not control the content, messages, or information found in the Communication Services. We will not have any liability regarding the Communication Services and any actions resulting from your use of the Communication Services. To maintain users’ privacy it is forbidden to contact other users unless the company gives its approval.
f. Third-Party Sites and Products. Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warrant the Third-Party Site or Product.
7. Subscription Term, Termination, Suspension
a. Term and Renewal. Your initial subscription period will be specified in your Order, and, unless otherwise specified in your Order, your subscription will not automatically renew.
The renewal pricing set forth in your Order will apply, subject to adjustment as specified in the ‘Fees and Payments’ section above. If we do not include renewal pricing is not in your Order, then the standard pricing available in the Product and Services Catalog on the date of renewal will apply. If you use our Free Services, we will make the Free Services available to you free until earlier of (a) the date on which it ends your free subscription or (b) the start date of your paid subscription.
b. No Early Termination; No Refunds. The Subscription Term will end on the expiration date and the subscription cannot be cancelled early. We do not provide refunds if you stop using the subscription during its term.
c. Termination for Cause. We may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, in case of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, owner or employee health issues, liquidation or assignment for the benefit of creditors, and sale without notification, (iii) immediately, in case of failure to comply with our Acceptable Use Policy, (iv) We may end this Agreement if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our employees, our prospects, or our customers.
Authorised Users means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
Customer means the person or business which purchases the Services from the Operator.
Customer Data means the data inputted by the Customer, Authorised Users, the Operator or HeySummit on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services including blog posts of the Customer posted on the Customers website.
Documentation means the HeySummit documentation made available to the Customer online via https://heysummit.com/ or such other web address notified by Operator or HeySummit to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
HeySummit means Hey Summit Ltd registered at 71–75 Shelton Street Covent Garden London WC2H 9JQ under company number 11538852.
HeySummit Marks means any trademarks, service marks, service or trade names, logos, and other designations of HeySummit and its affiliates that we may make available to you in connection with this Agreement.
Operator means the HeySummit customer from whom the Customer has purchased the Services.
Platform means the digital resource provided by HeySummit to the Operator to allow the Operator’s Customers to run and participate in online summits.
Services means provision of the Hey Summit Platform.
Software means the online software applications provided by HeySummit as part of the Services.
User Subscriptions means the user subscriptions purchased by the Customer which entitle Authorised Users to access and use the Services and the Documentation in accordance with these terms.
Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
2.1. Subject to the Customer purchasing User Subscriptions, the restrictions set out in this clause 2 and the other terms and conditions of these terms, HeySummit hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2. In relation to the Authorised Users, the Customer undertakes that:
2.2.1. the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
2.2.2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
2.2.3. each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential.
3.1. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
3.1.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
3.1.2. facilitates illegal activity;
3.1.3. depicts sexually explicit images;
3.1.4. promotes unlawful violence;
3.1.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
3.1.6. is otherwise illegal or causes damage or injury to any person or property; and HeySummit reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause. HeySummit is not obliged to remove or recognise such content contained in any material or Customer Data and the Customer shall be fully liable for the same.
3.2. The Customer shall be responsible for ensuring that content of the Customer Data is satisfactory for publication to Third Party Social Sites and is in compliance with clause 3.3 above.
3.3. The Customer shall indemnify HeySummit against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by HeySummit arising out of or in connection actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with publication of the Customer Data.
3.4. The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these terms:
3.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
3.4.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
3.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
3.4.4 use the Software, Services and/or Documentation to provide services to third parties; or
3.4.5 license, sell, rent, lease, transfer, assign, distribute or otherwise commercially exploit Services and/or Documentation except as permitted under the Agreement.
3.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3; and
3.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify HeySummit.
3.6. The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
4.1. The Customer acknowledges and agrees that HeySummit and/or its licensors own all intellectual property rights in the Services, Software and the Documentation. Except as expressly stated herein, the Customer is not granted any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
4.2 All licenses granted to the Customer are conditional on the Customer’s continued compliance with these terms, and will immediately and automatically terminate if the Customer does not comply with any term or condition of this Agreement. During and after the Subscription Term, the Customer will not assert, nor will the Customer authorize, assist, or encourage any third party to assert, against us or any of HeySummit’s affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services, Software or Documentation The Customer is not allowed to use HeySummit Marks without prior written consent from HeySummit.
4.3. HeySummit confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these terms.
These terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims).