Services – Terms & Conditions
Careers International SPRL (hereinafter referred to as “CI”) and the undersigned business partner (hereinafter referred to as “Client”) agree to fulfil the performance of their Contract pursuant to these Terms and Conditions. CI’s Terms and Conditions and the Contract contain the whole Agreement between CI and the Client. Any terms and conditions of the Client do not apply, unless CI explicitly consents to them in writing. The contract is concluded when CI receives the attached form, which shall contain the signature of the Client. Amendments and additions to the contract as well as statements and individual instructions must be made in writing. Faxes and emails are considered to be a written form.
- Description of the Services
– A Talent Jobinar is the combination between a tailor-made candidate sourcing campaign and a jobinar- “Jobinar” is an online one-to-many video Q&A session taking place live or on demand (pre-recorded). The recorded version (the replay) of the jobinar as well as the platform which hosts it remain online for 12 months since the date of the platform was made public. More details on www.jobinar.com
– “Profile” means the description of the candidates to attract to a jobinar. The Profile consists in several compulsory criteria (country(ies) or region(s) of residence, level of experience, language proficiency, educational background, professional background. Each purchased Profile should generate on average (without guarantee) between 20 and 80 qualified registered candidates.
– “Qualified registered candidates” means candidates who have registered to attend the jobinar by entering their mail, first name, last name, who uploaded their CV and who match the Profile provided by the Company after CV Screening performed by CI. These candidates are the result of a sourcing campaign that consists in identifying and contacting relevant candidates on the web in order to generate candidate registrations. CI will promote the Client platform and its vacancy(ies) among the target population through a number of attraction channels which may include academic Institutions, the CI database of candidates, professional networks (such as LinkedIn, Xing,…), third party databases and associations. In addition, the Client may also attract candidates among its own networks and marketing channels (eg career website, Facebook, Twitter, LinkedIn). Candidates register on the web platform by uploading a resume.
– “CV book” is the online access to candidates registered in the jobinar, either all registered candidates or candidates qualified after CI CV screening. The Client can automatically schedule online interviews with those candidates through the CI ‘SmartRecruiters’ platform- “Branded website” is a web platform developed by CI to promote a company jobinar (short description) and its vacancy (ies). The platform does not require the approval of the Client to be published.
– “Customised website” is a web platform developed by CI to promote a company, its vacancy(ies), culture, expertise, etc. It is tailor-made to the Client’s requests and will closely match its look and feel. The platform requires Client’s approval to be published.
– “Additional speaker” means an additional representative of the Client taking part in the jobinar to answer questions
– “Phone qualification” is a short telephone call to check the candidates’ motivation for the company, the job, mobility and salary.
– “Telephone interview” is a full 45+ minute telephone interview plus a written report and recommendation to pursue with the candidate or not.
– “Online test” consists in asking selected candidates to take the Client’s online test.
- Data Protection
Unless otherwise provided in these Terms and Conditions, as between CI and Client, any job postings, advertisements, texts, testimonials, powerpoints and videos provided by Client for placement on any CI website and all intellectual and other proprietary rights therein are and shall at all times remain Client’s property. Client grants to CI an irrevocable, royalty-free, perpetual, fully paid up, non-exclusive and worldwide license to use, copy, publish, display and distribute such job postings, advertisements, powerpoints and/or videos provided by Client (in whole or in part). Client also grants to CI a non-exclusive, royalty free, non-transferable limited licence to use, display, copy and publish Client’s trademarks, logos and other intellectual property provided to CI solely for the purposes of performing its obligations under this Agreement. CI shall retain the right to publish the websites built for its Client as long as it wishes. CI retains and shall retain all right, title and interest, including all intellectual property rights, to and in: (i) any proprietary technology and software involved in the creation, delivery or use of its services; (ii) any proprietary technology and software contained or incorporated in or part of the websites and (iii) the content (excluding Client’s content as described above) on or part of the websites and all elements which are a part of or incorporated in (or constitute a collection or compilation of) any of the foregoing.
- Limited Warranty
CI warrants that it will perform the services in a professional manner in accordance with prevailing industry standards. To the extent allowed under law, CI (and those that CI works with to provide the services) (a) disclaim all implied warranties and representations (eg warranties of merchantability, fitness for a particular purpose, accuracy of data, and non infringement); (b) do not guarantee that the services will function without interruption or errors, and (c) provide the service (including content and information) on a ‘as is’ and ‘as available’ basis. To the extent permitted under law, CI (and those that CI works with to provide the services) shall not be liable to the Client for any indirect, incidental, special, consequential or punitive damages, or any loss of data, opportunities, reputation, profits or revenues, related to the services (e.g. down time or loss or changes in content). In no event shall the liability of CI (including its employees, officers, agents, representatives and those persons (including subcontractors) generally that CI works with to provide the services) exceed, in the aggregate for all claims, an amount that exceeds 20% of the fees invoiced to the Client. This limitation of liability is part of the basis of the bargain between the Client and CI and shall apply to all claims of liability (eg warranty, tort, negligence, contract, law) and even if CI has been told of the possibility of any such damage, and even if these remedies fail their essential purpose.
Subject to clause 5 above, each party (each, in such capacity, the “Indemnifying Party”) shall indemnify the other party, its affiliates and their respective officers, directors, employees and agents (each, in such capacity, an “Indemnified Party” and, collectively, the “Indemnified Parties”), from and against any third party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from: (a) infringement or alleged infringement of any patent, copyright, trade secret or other proprietary right of any third party, arising out of or relating to, (i) in the case of CI, the delivery of the services and (ii) in the case of the Client, the provision of any material to any CI Website by or on behalf of the Client; (b) in the case of CI, gross negligence or wilful misconduct arising out of or relating to the delivery of the services; and (c) in the case of the Client, gross negligence, wilful misconduct or defamation arising out of or related to use of the services. The Indemnifying Party’s obligations hereunder will only apply if the Indemnified Party notifies the Indemnifying Party promptly in writing as to any such claim, action or demand.
The fee will be paid by the Client upon signature of the registration form and receipt of the invoice. All sums must be paid in full within 30 days of the date of the invoice. Any charges involved in payments must be paid for by the Client. Delays result in the issue of an injunction with the imposition upon the Client of interest charges at the rate of 12% per annum for the delay, without prejudice to any other damages and interest. Subsequent to the issuance of an injunction, a penalty of 15% of the tax inclusive invoice, with a minimum of 1000Euros, applies, if the delay in payment exceeds one month.
Each party agrees with respect to its use or provision of the services to comply with all applicable laws, including but not limited to those relating to labour, employment and data protection. Each party to this Agreement shall be acting as an independent contractor and nothing herein shall be construed to create a partnership, joint venture or any type of agency relationship between CI and Client or any of Client’s employees or agents. This Agreement, and any disputes between Client and CI relating to this Agreement, shall be governed by and construed in accordance with the laws of the Kingdom of Belgium and the parties submit to the exclusive jurisdiction of the Brussels courts. Each party’s performance under this Agreement is subject to force majeure. All notices given hereunder shall be given by mail, return receipt requested or overnight courier, to the respective addresses set out in the Sales Order, and shall be deemed given upon actual delivery thereof. No terms of this Agreement are enforceable by any person who is not a party to it. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. CI may modify these Terms & Conditions at any time, except that reservations that are in place shall be performed under the Terms & Conditions that were in effect at the time the reservation was made.
- All assignments accepted by Careers International SPRL, hereinafter “the Company”, (Corporate Identity number BE863-467-571), shall be governed by the present General Terms and Conditions. Unless the Company expressly accepts the Client’s specific terms of business in writing, the present General Terms and Conditions supersede all other Terms and Conditions in the event of any conflict.
- The Client shall pay the Company’s fees as stated in the contract. All fees are calculated plus VAT or equivalent taxes.
- If the Candidate introduced by the Company is not hired by the Client or if the Candidate rejects the employment (or collaboration) offered by the Client, and if the Candidate is subsequently employed by (or collaborates with) the Client within a period of 18 months following the date of the first introduction, then the Client shall pay the fees to the Company as stipulated in the contract.
- In accordance with said terms and conditions, the Client shall inform Company of the hiring of any Candidate(s) presented by Company within a period of 15 days and specifically, shall inform the Company of the terms and conditions of the employment contract agreed to by the Candidate(s) hired.
- The Company shall use its best efforts to ensure the aptitude of the Candidates introduced to the Client and to maintain a high quality of service and integrity, but it does not guarantee, neither expressly nor implicitly, the aptitude of the Candidates introduced to the Client.
- The Company is not liable to the Client for any damage, loss, expenses, disputes or spending suffered or incurred by the Client in connection with the recruiting or hiring of Candidates by the Client. The Client shall indemnify the Company against any third-party claim in.
The Client undertakes in particular: not to use the candidate’s personal data for any other purpose than in the framework of the Agreement; only to disclose such personal data to duly authorized persons, whether private, public, natural person or legal entity; not to copy any personal data except as required to proceed to a selection of the candidate(s); to take all precautions consistent with the common usage and the state of the art to preserve the security of the personal data; to ensure that any transmission of the personal data shall occur via secure means of communication. The obligations of the present article are in force during the Contract and shall remain in effect after the termination of the Contract, for whatever reason.
- All fees due under the present terms and conditions shall be payable by the Client within 30 days of the invoice date. On expiry of the payment term referred to in the preceding paragraph, the Client shall be in default without notice of default being required to have been served on it, and shall from such moment onwards be obliged to pay interest to the Company in the amount of 1.5% per month on such amount as remains outstanding. Any judicial and extrajudicial costs incurred by the Company in respect of recovery and collection of any overdue amounts payable by the Client shall be for the Client’s account. In the event of non-payment of an overdue invoice, the totality of all invoices due relative to this contract and relative to any and all other contracts signed between the parties shall be immediately due for payment.
- These General Terms and Conditions and the assignment to which they apply shall be governed by Belgian law. The Belgian Courts have exclusive jurisdiction to adjudicate any disputes arising from or relating to the assignment to which these General Terms and Conditions apply and any disputes in connection with these General Terms and Conditions.
In these terms and conditions, the following words will have the following meaning:
- The Client: means the company or organisation or any legal entity named in the contract for whom Careers International has agreed to provide the services in accordance with the terms of the contract
- ‘Careers International’ or ‘we’ means Careers International SPRL located Avenue Louise 390, 1050 Brussels – Belgium
- Event means ‘The Careers International Summit’
- Attending Candidate means any person Careers International puts forward to be interviewed, assessed or employed by the Client
- The Event is owned and organised by the Belgian registered company CAREERS INTERNATIONAL. We have sole responsibility for the strict application of the provisions of these regulations.
- The signing of the reservation form constitutes a formal, irrevocable commitment by the Client concerned.
- CAREERS INTERNATIONAL has the right to postpone the event or close it early at any time, without the Client being entitled to claim any indemnity. If, for unforeseeable reasons, circumstances beyond CAREERS INTERNATIONAL control or chance events, the Event is not held, is impeded or organised for a different date, the Client may not claim an indemnity from CAREERS INTERNATIONAL on any grounds whatsoever. The Client continues to be liable for its financial obligations.
- CAREERS INTERNATIONAL reserves the right to change the location of the Event at any time and for any reason. In no case is the Client entitled to claim an indemnity on such grounds. We reserve the right at all times to reject a request to participate, without any obligation to state the reasons.
- The Client which cancels its participation is not entitled to a refund. Participation charges must be paid in full by the Client regardless of the grounds for the cancellation.
- CAREERS INTERNATIONAL is not liable for any injury caused to the Client and its representatives, attending candidates and visitors or damage to their equipment or property before, during or after the Event, regardless of the cause of such injury or damage. By participating in the Event, the Client renounces any claim for damages or interest arising from fires or any other cause. In particular, equipment and machines used by the Client must be installed in compliance with the requirements and regulations in effect. The Client is solely liable for any accident resulting from its demonstrations of equipment or machines. In no case shall CAREERS INTERNATIONAL be held liable in this respect. If legal action is brought by third parties, the Client undertakes to guarantee CAREERS INTERNATIONAL against any award made against it and protect it from any claims.
- Space must be vacated before the deadlines of which the Client is notified in advance. On expiration of deadlines CAREERS INTERNATIONAL will automatically proceed to remove any goods and supplies remaining and return the location to its former state at the expense and risk of the Client.
- The Client, whether exhibiting or not, is specifically forbidden to introduce into the building any object or substance deemed by CAREERS INTERNATIONAL to be dangerous or of such a kind as to cause inconvenience to other Clients or visitors. The display of photographs or printed materials of a political nature or of any other document deemed by CAREERS INTERNATIONAL as potentially harmful to the reputation and success of the Event is prohibited. The Client may not paint interior or exterior walls of rooms and stands or put up posters on them, except for surfaces specifically designed for that purpose.
- In no case may a Client, whether exhibiting or not, bring a claim against CAREERS INTERNATIONAL for damages in respect of for example and without limitation: poor choice of candidates, absence from the Event of selected candidates, inadequacy or poor planning of advertising campaigns, inadequacy, poor organisation or unexpected closure of the hotel, printing errors in any documents directly or indirectly connected to the Event. The above list is not restrictive.
- The participating package fee, the sponsorship fee and other advertising options will be paid by the Client upon signature of the registration form and receipt of the invoice. All sums must be paid in full within 60 days of the date of the invoice. Any charges involved in payments must be paid for by the Client. Any result automatically in the issue of an injunction with the imposition upon the Client of interest charges at the rate of 12% per annum for the delay, without prejudice to any other damages and interest. Subsequent to the issuance of an injunction, a penalty of 15% of the tax inclusive invoice, with a minimum of 1000Euros, applies, if the delay in payment exceeds one month.
- The Client is responsible for completing any customs procedures for materials and products or documents of foreign origin. CAREERS INTERNATIONAL cannot be held liable for any problems which may result from such procedures.
- The Client is strictly forbidden to lease or sublet, even free of charge, all or any part of a stand or room. Any breach of this stipulation without written agreement by CAREERS INTERNATIONAL will involve the immediate closure of the stand or the room without the Client being entitled to any recourse for indemnity or reimbursement of sums paid over.
- Insurance: see Hotel Regulations.
- In its own interest, the Client undertakes to ensure the presence in its rooms and/or stand at all times during the Event opening hours of a properly authorised representative. At other times, the Client will lock its rooms and/or stand The Client also undertakes not to close hospitality rooms during Forum’s opening hours unless previously agreed with CAREERS INTERNATIONAL.
- The Client formally agrees to obey all clauses of these regulations. The provisions will be strictly enforced and are not to be deemed as merely exhortatory. CAREERS INTERNATIONAL has the sole responsibility of deciding upon the measures to be taken for the application of such clauses. The Client must follow any written provisions transmitted to them by CAREERS INTERNATIONAL before or during the Event.
- Any dispute is subject to the jurisdiction of Belgian courts and tribunals which, on the request of the parties, are named as having the exclusive legal responsibility.
Visitor means any person attending the Event for whatever reason.
CI owns and operates an application platform (in English) (the “Platform”) that facilitates the creation, management and hosting of (i) broadcasts of streaming audio and/or video over the internet (each a “Jobinar”), as well as (ii) web platforms (each a “
Web Platform”). Client can order the provisioning of Jobinars and/or other services from CI (collectively, the “Services”) by entering into a subscription agreement with CI that expressly incorporates by reference these Terms (each an “Agreement”).
- Use of Services
a) In connection with an Agreement, Client may be provisioned one or more accounts on the Platform (“Accounts”). Accounts may only be used by Client and its authorized representatives to create and manage jobinars and Web Platforms to be watched, visited or otherwise used, as the case may be, by individuals who access Client’s jobinars and/or Web Platforms (each an “Attendee”). Client shall safeguard login credentials to the Accounts and shall be responsible for all use of Services through the Accounts.
b) If the total number of Attendees connected to or attempting to connect to an Event exceeds the limit of 500 concurrent Attendees (“Attendee Limit”), CI reserves the right to deny additional connections and/or disconnect existing Attendees. The Attendee Limit may be increased by CI in its own discretion from time-to-time and shall not be decreased. Client agrees to notify CI at least 10 business days prior to any Event for which it desires to exceed the Attendee Limit. Should Client timely notify CI, CI shall use reasonable efforts to accommodate reasonable limit increase requests made by Client for an Event.
c) The Client shall be responsible for obtaining and maintaining ancillary equipment and services required to connect to, access or use the Services, including, without limitation, modems, computer, hardware others than the Hardware, servers, software, operating systems, networks, web servers and other (collectively, the “Equipment”). The Client shall be responsible for maintenance and security of the Equipment, the Client’s account, passwords (including, without limitation, administrative and user passwords), files and any usage of the Client’s account, with or without knowledge or consent of the Client.
- Use Restrictions
Client agrees to use the Platform and Services in compliance with applicable law and shall not directly or indirectly: (i) permit any third party to use the Platform or Services except as explicitly permitted herein or in an Agreement; (ii) modify, reverse engineer, disassemble, or decompile or attempt in any way to discover the source code, object code or underlying structure, ideas, know-how or the algorithms related to the Services or the Platform, or cause or permit others to do so; (iii) use the Platform or Services in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Platform or Services; (iv) remove or modify any title, trademark, copyright and/or restricted rights notices or labels from the Platform or Services; (v) create derivative works based on the Platform or otherwise violate CI’s intellectual property rights; (vi) use Platform or Service on a service bureau basis; or (vii) use the Platform or Services in any manner inconsistent with these Terms or for another purpose then intended.
- Billing and Payment
a) Client shall pay all fees specified in an Agreement as well as the fees payable for any additional Services ordered or used by Client. All fees shall be paid in EUR, unless another currency is specified in the applicable Agreement.
b) Client understands and agrees that Client incurs the obligation to pay fees by the purchase, and thus not the usage, of Services. Payment obligations are non-cancellable and paid fees are non-refundable.
c) The fees payable for any Services shall be as set forth in the applicable fee schedule included in the applicable Agreement each a “Fee Schedule”).
d) Should Client order or use a Service not listed on a Fee Schedule, the price for such Service shall be CI’s full rate price applicable at that time, which Client hereby agrees to pay.
e) All fees are exclusive of taxes, levies, or duties that may be imposed by taxing authorities. Other than taxes based on CI’s income, Client shall be responsible for paying all taxes, levies, or duties applicable related to the Terms or any Agreement, even if such amounts are not listed in an Agreement. Client shall not be responsible for paying the same to the extent Client has provided CI with a valid tax exemption or direct pay certificate that exempts Client from such payment. Client shall reimburse CI for any taxes paid on behalf of Client.
f) If an Agreement does not include billing and payment terms, then with respect to that Agreement (i) CI shall invoice Client for all fees payable thereunder upon its execution, and (ii) Client shall pay all fees within 30 days of receipt of invoice. Client is responsible for providing complete and accurate billing and contact information to CI and for notifying CI of any changes to such information. Client shall provide CI with written notice of any dispute or disagreement with invoiced fees within 14 days of the date of the applicable invoice. Absent such a notice, Client shall be deemed to have unconditionally accepted the invoiced fees.
g) In case any amounts invoiced is not received by CI by their due date, the Client shall automatically and without notice be in default and a contractual interest at the rate of 1% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, shall become due. In addition to this contractual interest, the Client shall automatically and without any notice be liable to pay a fixed and irreducible indemnity of 10% calculated on the outstanding balance, with a minimum of one hundred euros (EUR 100), without prejudice to the delay interest or any other potential charges or legal fees. In case of non-payment on the due date of a single invoice, the balance of all other invoices shall be, even those not yet due, immediately due and payable by law. Complaints are not of such nature that they suspend the Client’s payment obligations with regard to the Services.
h) CI, without waiving any other right or remedy and without incurring liability to the Client, may suspend or terminate all or part of the Services until all outstanding amounts are paid in full. CI is entitled to all reasonable legal and the associated costs of recovering overdue amounts
i) Client shall reimburse CI for all direct third party expenses, costs, cancellation fees and penalties that are imposed on CI as a result of Client’s cancellation, delaying or rescheduling of Jobinars or other Services.
- Confidential Information
a) As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of the Client includes, without limitation, data collected by the Services. Confidential Information of CI includes, without limitation, the Services, the Platform, and pricing and other terms related to Services presented to Client by CI. These Terms and all Agreements shall be Confidential Information of each Party.
b) The Receiving Party shall (i) keep the Confidential Information it receives confidential, shall (ii) in no way disclose any Confidential Information of the Disclosing Party other than to employees or agents who need to know them, and shall (iii) in no way use any Confidential Information of the Disclosing Party for any other purpose than to exercise its rights and to fulfil its obligations under the Agreements.
c) These Terms impose no obligation upon the Receiving Party with respect to the Disclosing Party’s Confidential Information which the Receiving Party can establish by legally sufficient evidence: (i) was, prior to its receipt from the Disclosing Party, in the possession of, or rightfully known by, the Receiving Party, without an obligation to maintain its confidentiality; (ii) is or becomes generally known to the public without violation of these Terms or without a violation of an obligation of confidentiality owed to the Disclosing Party; (iii) is obtained by the Receiving Party in good faith from a third party having the right to disclose it without an obligation of confidentiality; (iv) is independently developed by the Receiving without reference to Confidential Information of the Disclosing Party; or (v) should be disclosed by law or by court order (in which case they shall only be disclosed to the extent required and after having notified the Disclosing Party in writing).
d) The Parties undertake that these provisions are respected by their personnel and by any agent or third party who might be involved in any capacity in the framework of the Agreements,
f) Each Party understands that the Disclosing Party’s Confidential Information constitutes valuable business assets of the Disclosing Party and the unauthorized disclosure of Confidential Information may irreparably harm the Disclosing Party. In the event of breach or threatened breach of obligations pertaining to Confidential Information by the Receiving Party, the Disclosing Party shall be entitled to seek injunctive relief and any other remedy available at law or equity.
f) The Parties’ obligations regarding Confidential Information shall remain effective for the full term of the Terms and for so long, after the Terms are no longer applicable, as the information concerned shall remain confidential to the disclosing Party and, in any event, for a period of three (3) years thereafter.
g) Client shall not publish the results of any benchmark of the Services’ performance, except with CI’s prior written consent.
- Ownership; Client Information
a) For purposes of this Agreement, “Intellectual Property” shall mean all intellectual property and proprietary rights, among others the unpatented inventions, patent applications, patents, copyrights, trademarks, service marks, trade names, trade dress, domain names, know-how, technology, business methods and processes, trade secrets, sui generis rights to databases and similar rights, and all developments, enhancements, derivatives, improvements, modifications or extensions thereof, anywhere in the world.
b) As between CI and Client, CI retains all right, title and interest in and to the Platform, the Services, all other CI Intellectual Property, and any improvement or modification thereto or thereof regardless of who pays for such improvement or modification, and any contact information or other personally identifiable information of Attendees (“Attendee Data”) . Except as otherwise provided, nothing in the Terms or any Agreement shall be construed as a waiver of any intellectual property of CI.
c) CI alone will own all right, title and interest, including all related Intellectual Property, in and to any suggestions, ideas, feedback, improvements, or recommendations created, conceived, or reduced to practice, by or on behalf of the Client or any Attendee, relating to the Platform or other CI proprietary rights (collectively, “Submissions”).
d) As between CI and Client, Client retains all right, title and interest in and to all materials and data it enters into the Platform or otherwise provides to CI under an Agreement, including, but not limited to, slides, audio files, video files, recordings generated from an Event, and photographs (“Client Materials”), and all other Intellectual Property of Client (together with the Client Materials, “Client Information”).
e) Client hereby grants CI the right to use Client Information to the extent needed by CI to provide the Services to Client. Client acknowledges that CI does not exercise any control over the content of Client Information. Client shall bear the sole responsibility to ensure that all Client Information, and Client’s use and collection thereof, complies with all applicable laws and regulations. CI has no obligation, and expressly disclaims any obligation to review Client Information for accuracy or for any other reason.
f) CI may use Client Information in an aggregate and anonymous manner, compile statistical and performance information related to the provision and operation of the Services, and may make such information publicly available, provided that such information does not specifically identify Client.
g) Client may access and download Client Information related to an Event that is stored in the Platform by accessing their account during the period in which such Event is hosted or made available on an on demand basis as listed in the applicable Agreement (“Hosting Period”). Client acknowledges that CI shall have (i) no obligation to store any Client Information beyond the Hosting Period, and (ii) no liability for the deletion or destruction thereof thereafter. CI reserves the right to maintain in its backup archive unaltered copies of Client’s Jobinars.
- Privacy & Security
a) Each Party shall ensure that any personal data communicated to or received from the other Party is treated in a manner that complies with applicable legal and regulatory data protection requirements, including those of the European General Regulation on the Protection of Personal Data, the law of 5 July 2018 on the protection of natural persons with regard to the processing of personal data, and any future development in the applicable national and European legislation on the protection of privacy and processing of personal data and as further specified in this Section 7.
c) Client shall post and make available to its end users of the Platform a privacy notice that discloses how Client, where applicable, collects, uses, discloses, maintains, transfers, and otherwise processes personal information, including via the Platform, and how, where applicable, end users may access their personal information collected by Client via the Platform. Such privacy notice shall be made available to Attendees through the Platform, and shall comply with all applicable laws, rules and regulations.
d) With respect to personal information that originates in the European Economic Area (EEA), Client acknowledges that CI is a data controller and Client is either recipient or a data controller jointly with CI, depending on the contract signed, and as these terms are defined under applicable EEA data protection laws.
e) CI has implemented commercially reasonable safeguards to protect the Platform and the Client Information that CI processes via the Platform. The Parties acknowledge, however, that the security of transmissions over the internet cannot be guaranteed. CI will not be responsible for Client’s access to the internet, for any interception or interruption of any communications through the internet, or for changes to or losses of data through the internet.
a) CI and Client each warrant having validly entered into these Terms and each Agreement and having the legal power to do so.
b) CI warrants that it will use its best efforts to provide the Services in a professional manner, consistent with generally accepted industry standards and in material conformance with any descriptions thereof in the applicable Agreement. Client must notify CI of any warranty deficiencies within 30 days from performance of the relevant Services in order to receive warranty remedies.
c) Except as expressly set forth in these Terms, and to the fullest extent permitted by law, the platform and Services are provided “AS IS” and “AS AVAILABLE” without any representation or warranty of any kind, and Client’s use of the platform and Services is at Client’s own risk, and CI makes NO other representation or warranty on its own behalf or on behalf of its suppliers or licensors, express or implied, by operation of law or otherwise, including without limitation, any warranty of merchantability, fitness for a particular purpose, performance, adequacy or non-infringement and CI DOES NOT warrant that the platform and Services will be provided error-free, uninterrupted, secure or virus-free. CI shall have NO any liability whatsoever for the accuracy, completeness or timeliness of any Client INFORMATION. CI NEITHER warrants that Client, in using the platform and Services, will obtain the results that Client intends, nor that the platform and Services will be adequate FOR or ACHIEVE the business purposes and requirements of Client. CI MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO ANY THIRD PARTY APPLICATIONS.
d) Client represents and warrants that: (i) its use of the Platform and Services, including the transfer of Client Information to CI and any Client Information comprising an Event, will not contravene any rule, law or regulation; (ii) it will not knowingly or wilfully use the Platform and Services in any manner that could damage, disable, overburden, impair or otherwise interfere with CI’s operation of the Platform; (iii) it will comply with all laws and regulations applicable to bulk or commercial email, as well as other electronic communications, including without limitation all local or national laws applicable to the regions where Client has business operations or where the recipients of their electronic communications are located; and (iv) Client will comply with its obligations set forth in Section 7) (Privacy & Security), and Client has or will secure whatever legal authority or consent may be necessary for use, storage, processing and transfer by CI, including international cross-border transfer, of Client Information as contemplated by these Terms. Client acknowledges that CI will not be processing, or reviewing for legality any Client Information but will merely be offering and enabling the transmission of Client Information. Client acknowledges that CI shall have the right to remove or disable any Client Materials that it reasonably deems to be pornographic, libellous, offensive, illegal or otherwise objectionable but that this right shall not excuse Client from full responsibility arising from any such material.
a) Subject to these Terms, CI shall defend and hold Client harmless against any and all claims, demands, suits, or proceedings (“Claims”) made or brought against Client by a third party alleging that use of the Platform or Services by Client in accordance with these Terms infringes the intellectual property rights of a third party, provided that Client (i) promptly gives written notice of the Claim to CI; (ii) gives CI sole control of the defence and settlement of the Claim; and (iii) provides CI reasonable assistance. CI will pay any losses, damages and costs (including reasonable attorney’s fees and legal costs) finally awarded against Client as a result of a Claim under this subsection. The foregoing obligations of CI shall not apply with respect to third party Claims of infringement that arise in whole or in part in connection with, as a result of, or that are directed at: (A) any modifications of the Platform or Services not made by or on behalf of CI; (B) any bundling, combination, or integration of the Platform or Services with any non-CI products, processes, software, hardware or materials by Client, if the applicable infringement claim would have been avoided absent such bundling, combination or integration; or (C) use of the Platform or Services other than in accordance with these Terms or an Agreement or good faith. In the event of a Claim under this subsection, or if CI has a reasonably belief that a Claim is likely, CI may, at its option and expense, (1) procure for Client the continued right to use the Platform or Services; (2) provide alternate services that provide capabilities similar to those of the Platform or Services, as applicable; or (3) terminate the applicable Agreement and refund all prepaid fees for Services that remain undelivered at the time of termination. CI’s obligations under this subsection shall not apply to any Third Party Applications. THIS SUBSECTION STATES CI’S ENTIRE OBLIGATION AND LIABILITY, AND CLIENT’S SOLE RIGHT AND REMEDY FOR ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION, AND FOR THE AVOIDANCE OF DOUBT, ANY AMOUNTS TO BE PAID BY CI UNDER THIS SUBSECTION SHALL CONSTITUTE DIRECT DAMAGES FOR PURPOSES OF THE LIMITATION OF LIABILITY SECTION BELOW.
b) Subject to these Terms, Client shall defend and hold harmless CI, and its subcontractors, directors, subsidiaries, associates, representatives, contractors and employees, against any and all Claims made or brought against CI by a third party alleging that Client Information, or use of the Platform or Services by Client in violation of these Terms infringes the intellectual property rights of a third party, provided that CI (i) promptly gives written notice of the Claim to Client; (ii) gives Client sole control of the defence and settlement of the Claim (except that Client may not settle or defend any Claim unless it unconditionally releases CI of all liability); and (iii) provides Client, at Client’s cost, reasonable Client will pay any losses, damages and costs (including reasonable attorney’s fees and legal costs) finally awarded against CI as a result of a Claim under this subsection. In the event of a Claim under this subsection, CI will no longer have any obligation to provide Client with access to the Platform or any Services and may terminate all Events and Virtual Environments that may be related to the Claim. THIS SUBSECTION STATES CLIENT’S ENTIRE OBLIGATION AND LIABILITY, AND CI’S SOLE RIGHT AND REMEDY FOR ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION, AND FOR THE AVOIDANCE OF DOUBT, ANY AMOUNTS TO BE PAID BY CLIENT UNDER THIS SUBSECTION SHALL CONSTITUTE DIRECT DAMAGES FOR PURPOSES OF THE LIMITATION OF LIABILITY SECTION BELOW.
- Limitation of Liability
a) NOTHING IN THESE TERMS AND IN PARTICULAR IN THIS SECTION EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
b) IN NO EVENT SHALL CI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR DAMAGES ARISING FROM OR RELATED TO THESE TERMS, INCLUDING LOST PROFITS OR REVENUES OR DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES HOWEVER CAUSED, OR COSTS OF PROCURING SUBSTITUTE SERVICES.
c) TO THE EXTENT PERMITTED BY LAW, THE CUMULATIVE, AGGREGATE DAMAGES FOR ALL CLAIMS ARISING OUT OF OR RELATED TO AN AGREEMENT OF CI SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO CI UNDER SUCH AGREEMENT BY CLIENT DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF ANY CLAIM, EVENT, ACT OR OMISSION.
d) THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMER CLAUSES APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED ON THE AGREEMENT, A WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHERWISE. THE ABOVE LIMITATIONS OF LIABILTIY, HOWEVER, DO NOT APPLY IF THE DAMAGES RESULT DIRECTLY FROM FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT BY CI IN THE PERFORMANCE OF THE TERMS OF THE AGREEMENT OR IN THE EVENT OF DEATH OR BODILY INJURY CAUSED BY ITS NEGLIGENCE, OR ANY OTHER LIABILITY TO THE EXTENT THAT IT CANNOT BE CONVENTIONALLY EXCLUDED OR LIMITED.
- Modifications; Third-Party Applications
a) From time to time, CI may make available new releases to the Platform that add, enhance or change the features and services of the Platform. Additional charges may or may not be applicable for new features and services, but in no case will Client be charged for any such features and services without Client’s express prior approval. CI reserves the right to withdraw, suspend or discontinue any functionality or feature of the Platform provided that the functionality of the Platform is not materially decreased during the term of an Agreement as a result.
b) Through its use of the Services, Client may have access to certain third-party applications, such as plugins and websites (collectively, “Third-Party Applications”). CI does not maintain control over Third Party Applications, and shall not be responsible for their content, operation or use. Third Party Applications may be modified or disabled at any time, and CI shall not be under any obligation to provide notice of any such modifications. By linking or otherwise providing access to Third Party Applications, CI does not provide any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of information or services provided by such Third-Party Applications. CI hereby disclaims any and all responsibility and liability for any harm resulting from Client’s use of Third-Party Applications, and Client hereby irrevocably waives any claim against CI with respect to all Third-Party Applications. This subsection does not apply to any third-party services which Client may purchase from CI for a fee.
i) For material breach. Either Party may terminate an Agreement, by written notice to the other Party, in the event of a material breach of such Agreement by the other Party, if such breach is not cured within 30 days after the breaching Party receives from the non-breaching Party a written notice which sets forth a detailed description of the breach.
ii) For insolvency. Either Party may terminate an Agreement, with immediate effect and without prejudice to any claim for liability, by giving notice by registered letter to the other Party if that other Party:
(a) becomes insolvent, (b) voluntarily commences any proceeding or files any petition under the applicable bankruptcy laws, (c) becomes subject to any involuntary bankruptcy or insolvency proceedings (d) makes an assignment for the benefit of its creditors, or (e) appoints a receiver, trustee, custodian or liquidator for a substantial portion of its property, assets or business; or (ii) the other Party passes a resolution for its winding up, liquidation or dissolution, or a court of competent jurisdiction makes an order for such other Party’s winding up, liquidation or dissolution.
iii) Upon any termination or expiration of an Agreement, Client’s right to access and use the Platform or Services covered by that Agreement shall immediately terminate. If CI terminates an Agreement pursuant to this section, all fees set forth on such Agreement are immediately due and payable.
Should an Agreement be terminated, all provisions herein or therein, as the case may be, which by their nature should survive termination, will survive, including without limitation, provisions pertaining to payment obligations, indemnity obligations, IP ownership, confidentiality obligations, warranty disclaimers, and limitations of liability.
c) Independent Contractors; Relationship
The Parties are independent contractors, and no agency, partnership, franchise, joint venture or employment relationship is intended or created by these Terms. Neither Party shall make any warranty or representation on behalf of the other Party. Neither Party shall disparage the other Party or its products or services.
d) No Implied Licenses
These Terms shall not be the source of or give rise to any implied license or right in or to, and CI reserves all rights not expressly granted to Client hereunder.
Neither Party may assign, transfer, or delegate any rights or responsibilities under an Agreement or these Terms, whether by operation of law or otherwise, without prior written consent of the other Party (and such consent shall not be unreasonably withheld), except that no consent shall be required in the event of an assignment, transfer or delegation in connection with a merger, acquisition, reorganization, or sale of substantially all of the assets of the Party (a “Transfer”), provided, however, if a Party consummates a Transfer with a direct competitor of the other Party, then such other Party may terminate all Agreements without liability upon written notice to the other Party.
CI may resort to subcontracting. The use of subcontracting shall in no way reduce CI’s liability towards the Client under the Terms, CI remains the Client’s guarantee for the proper performance of the Agreements.
g) Governing Law
These Terms, and any disputes arising out of or related hereto or to Agreement(s), shall be governed by Belgian law.
Tribunals and courts from Brussels, Belgium shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Terms or an Agreement. Each Party hereby consents to the exclusive jurisdiction of such courts.
i) Force Majeure
Except for payment obligations, either Party shall be excused for failure to perform under these Terms where such failure results from circumstances beyond that Party’s control including, without limitation, such circumstances as fire, storm, flood, earthquake, strikes, work stoppages or slowdowns, delay or failure of transportation or supplies, acts of the public enemy, acts of God or acts, regulations, priorities or actions of any government or agents or instrumentalities thereof. Each Party shall notify the other Party in writing of the particular circumstances regarding the force majeure and shall do its best to remedy the situation. if the force majeure persists for more than sixty (60) days, any Party may terminate the Agreement(s) without compensation being owed.
If any provision of these Terms is held invalid, illegal, or unenforceable, the validity, legality or enforceability of the remaining provisions shall in no way be affected or impaired thereby.
No failure or delay by either Party in exercising any right under an Agreement will constitute a waiver of that right.
k) Entire Agreement, Amendments, Conflicts
These Terms and the applicable Agreement(s) constitute the entire agreement between the Parties and supersede all prior and contemporaneous agreements, proposals or representations, whether written or oral, concerning the subject matter of such Agreement. No modification, amendment, or waiver of any provision of an Agreement shall be effective unless in writing and signed by the Party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict or inconsistency in terms between an Agreement and these Terms, the terms of the Agreement shall take precedence. The expiration or termination of one Agreement shall not affect another Agreement. Notwithstanding anything to the contrary therein, no terms or conditions included in a Client purchase order or any other Client documentation shall be deemed incorporated into or form any part of an Agreement, and all such terms or conditions shall be considered inapplicable and null and void.
An Agreement or these Terms may be executed in one or more counterparts, each of which when so executed and delivered or transmitted by facsimile, email or other electronic means, shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument, each of which when so executed and counterparts. Each counterpart when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement. A facsimile or electronic signature shall be deemed an original signature for all purposes.