Terms & Conditions
Terms of Service
Last updated: 13 February 2023
- By accepting these terms, you are entering into a non-exclusive agreement with INOP B.V., a company registered in The Netherlands with company number 85489980 and whose address is Amsterdamseweg 244 1182 HN Amstelveen (‘INOP‘, ‘we‘, ‘us‘, ‘our‘).
- If you need to get in contact with us, please do so by writing to firstname.lastname@example.org
- If you need to be contacted, it will be done so by telephone or in writing to you at the email address or postal address you have provided.
Definitions and Interpretation
- In these terms:
means the data submitted by the User or collected in association with the User Account;
means the fee payable (if applicable) for User’s chosen Add-On;
means English law and any other laws or regulations, regulatory policies, statutes, guidelines or industry codes (in each case having the force of law) which apply to the use or provision of the Services (as the context requires) from time to time;
means an individual registered to use the Services on behalf of an organisation or business;
means text, graphics, images, music, software, audio, video, information or any other form of data;
means the period during which the User is subscribed to receive the Services and comprises the Initial Term and any Subsequent Term;
has the meaning given to it in clause 6.6;
means details added by the User on a User’s profile, including but not limited to, in the case of Individual Users, education, qualifications, employment history, skills or other professional capabilities; and in the case of Business Users, culture and workplace description, events, awards/recognitions employment positions and any other information that promotes the business;
means all information, materials, User instructions and documentation made available to Users by INOP from time to time on the INOP App or via www.inop.ai, relating to the use and operation of the INOP App, including but not limited to any technical specification requirements;
means the Add-On Fee and the Subscription Fee;
means an individual registered to use the Services in their personal capacity;
has the meaning given to it in clause 6.3;
means the mobile application provided by INOP on which the Services are made available;
Intellectual Property Rights
means copyright, rights related to copyright such as moral rights and performers’ rights, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trademarks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
means all services provided from INOP from time to time including but not limited to an AI-powered social professional networking and talent acquisition solution via the INOP App;
means the fee payable for the User’s chosen Subscription Plan;
means the plan applicable to the User which determines what Services the User has access to, as more particularly described in the INOP App or via www.inop.ai, in the sections Professionals and Corporates.
means each auto-renewed term under the User’s contract after the Initial Term has elapsed;
means certain third-party social networking sites, including but not limited to, Facebook, Twitter, LinkedIn and Google;
Third-Party Account Content
means Content that User has provided and stored in a Third-Party Account;
has the meaning given to it in clause 8.2;
means either a Business User or an Individual User (as applicable);
means the account which the User creates on the INOP App in order to access and use the Services; and
means any Content provided by the User as part of using the Services, including Third-Party Account Content (if any).
- The words “writing” or “written” as used in these terms includes emails.
- The clause headings in these terms are included for convenience only and shall have no effect on interpretation.
- To access and use the Services, you must create a User Account with us via the INOP App. [Instructions on how to create a User Account are available on INOP’s website – FAQ]. You agree to provide and maintain true, accurate, current and complete information at all times. You acknowledge that any inaccurate or incomplete information in your User Account may affect your use of the Services and INOP shall not be responsible or liable for this.
- The e-mail address you use to register your User Account will be your username and you will need to choose a password to sign into your User Account. The username and password which you choose for your User Account must not be harmful, abusive, racially or ethnically offensive, sexually explicit, defamatory, infringing of any Intellectual Property Rights or invasive of personal privacy rights. We have the right to change your username if, in our opinion, it violates these terms.
- You may register a User Account through a Third-Party Account, by either:
- providing your Third-Party Account login information to INOP through the INOP App; or
- allowing INOP to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use the relevant Third-Party Account.
- By registering for a User Account through a Third-Party Account, you represent and warrant that you are entitled to disclose your Third-Party Account login information to INOP and/or grant INOP access to that Third-Party Account (including, but not limited to, for the purposes described herein) and that to do so will not put you in breach of any applicable terms and conditions that govern your use of the Third-Party Account. You acknowledge that INOP is not responsible or liable for any breach of the Third-Party Account terms and conditions by you. INOP is not responsible or liable for any fees in relation to the Third-Party Account, nor is it subject to any usage limitations imposed by such Third-Party Account service providers.
- By granting INOP access to any Third-Party Account, you acknowledge and agree that INOP will access, make available and store (if applicable) any Third-Party Account Content so that it is available on and through the INOP App and can be used in provision of the Services via your User Account and your INOP App profile page. Unless otherwise stated in these terms, all Third-Party Account Content (if any) will be considered User Content for the purpose of these terms.
- Subject to the service provider of, and the privacy settings governing, your Third-Party Account, personal data (as defined under Applicable Law) that is contained within your Third-Party Account may be available on and through your User Account on the INOP App and this may be used in the provision of the Services. You acknowledge that if a Third-Party Account or any associated service becomes unavailable or INOP is unable to access the Third-Party Account for any reason, the Third-Party Account Content will no longer be available on the INOP App or as part of the provision of the Services.
- Your relationship with the service provider of the Third-Party Account is governed solely by your agreement with such service provider. INOP has no liability in respect of any such relationship and we shall not review and Third-Party Account Content for any purpose, including but not limited to, for accuracy, legality or non-infringement of Intellectual Property Rights. INOP is not responsible for any Third-Party Account Content.
- You must be at least 18 years of age to be eligible to use the Services.
- Where User is a Business User, the person signing up for the User Account on behalf of the business or organisation warrants that she/he has the authority to bind the business or organisation to these terms.
- You are responsible for maintaining the confidentiality of your User Account and you agree that you shall not disclose your password to, or otherwise share access with, any third party. You are responsible for protecting your login information from access by unauthorised persons. If you have reason to believe that any third party has gained access to your User Account, you must immediately inform us. We have the right, but not the obligation, to suspend access to your User Account if we have reason to believe that any third party has gained unlawful access to your User Account.
- You are responsible for all activities that occur and any Content that is transmitted under your User Account (including User Content).
Your use of the Services
- You agree to access and use the Services only for professional networking and talent acquisition purposes. Any other use of the Services is expressly prohibited.
- You agree to comply with all Applicable Laws and Documentation with respect to your activities under these terms, including your use of the Services.
- You shall own all right, title and interest in and to the User Content and you shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such Content, including the statements and representations made by you about your Credentials on the INOP App.
- You are responsible for any interaction you have with other Users via the INOP App.
- You warrant that you will provide and maintain correct and up-to-date information about yourself and your Credentials and not to mislead other Users of the INOP App about the same. You acknowledge that information provided about your Credentials will be made available to the public.
- If you operate a similar business to ours, we reserve the right to refuse to provide our Services to you and to terminate these terms immediately without notice to you.
- We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, at any time and at our sole discretion.
- INOP does not collate or distribute information concerning Users as a means of determining an Individual User’s suitability for employment. Any such decisions are based solely on interactions directly between Users. As such, you acknowledge and agree that INOP has no liability to you under Applicable Laws in connection with any offer of employment procured through the Services.
- We may propose certain employment positions to Individual Users based on the information you have provided to us, but you acknowledge that INOP is not responsible for the detail, quality or content of the employment positions, nor the third parties that may provide such employment positions through the Services.
- INOP does not conduct any background checks on Individual Users and makes no warranty or representation that any User Content will be accurate or complete.
- You shall not:
- license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or otherwise make the Services available to any third party;
- access all or any part of the INOP App or the Services in order to build a product or service which competes with the Services;
- attempt to copy, modify, translate, adapt, create derivative works of, display, transmit or distribute all or any part of the software applications (including the INOP App) used by us as part of the Services (except as may be allowed by any applicable law incapable of exclusion);
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software applications (including the INOP App) used by us as part of the Services (except as may be allowed by any Applicable Law incapable of exclusion); or
- use the Services or INOP App to distribute viruses, trojans or similar programs and you shall use reasonable care to ensure that no such viruses, trojans or similar programs are introduced to the Services or INOP App by you. We do not allow automatic reading of the Services.
- Except where expressly otherwise permitted in these terms, you are prohibited from:
- using or accessing the INOP App and the Services in a manner that unfavourably affects the performance or proper functioning of the INOP App or the Services, or any computer systems or networks used by us, the INOP App or the Services;
- impersonating anyone, or misrepresenting or misstating facts about your Credentials or any affiliation with any person;
- using, displaying, mirroring or framing the INOP App, or any individual element within the INOP App or the Services, our name, any INOP trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
- using any robot, spider, other automatic device or manual process to monitor, download, copy or keep a database copy of the User Content and Content made available through the Services and the INOP App; and
- sending any unsolicited or unauthorised advertising, promotional materials, email, junk mail, spam, chain letters or other forms of solicitation.
- You agree not to post, upload, public, submit or transmit any User Content that:
- infringes, misappropriates or violates a third party’s Intellectual Property Rights, or rights of publicity or privacy;
- violates, or encourages any conduct that would violate, any Applicable Law or would give rise to civil liability;
- is fraudulent, false, misleading, deceptive, defamatory, obscene, pornographic, vulgar or offensive;
- promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
- is violent or threatening or promotes violence or actions that are threatening to any person or entity; or
- promotes illegal or harmful activities or substances.
- We will not tolerate any message we consider inappropriate, illegal or unethical. We do not have a statutory duty to monitor the data and material that is made available in the Services or on the INOP App but, under certain conditions, we have the obligation to remove data or material from the Services or INOP App. We reserve the right to, at our sole discretion, remove data and material that we deem inconsistent with these terms or as we in any other way consider unfair, unethical or illegal and that may be harmful to us or to other users of the Services or the INOP App.
- We reserve the right to withhold, remove and or delete any User Content, with or without notice, where we reasonably suspect that such User Content breaches these terms, and you shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the User Content breaches these terms.
- If you encounter any material that you believe infringes these terms, or encounter posts from other Users that are abusive or inappropriate in any way, or if you have any other reason to believe that our Services or the INOP App is being or has been used for illegal purposes or for purposes that are not in accordance with these terms, please contact us at email@example.com.
- You shall not:
Fees, payments and refunds
- The Services are provided for the Subscription Fees applicable for each Subscription Plan and any applicable Add-On Fee. You are liable for such Fees. The Fees are exclusive of value-added tax. You agree that you have read this information and understand how the Fees apply to your use of the Services.
- We reserve the right to change the Fees and introduce new charges in connection with the Services any time, upon at least 30 days’ prior written notice to you. Fee changes will take effect in your Subsequent Term (or next Subsequent Term if you are already in a Subsequent Term).
- When you subscribe to the Services, you will be subscribing to an initial term of twelve (12) months (‘Initial Term‘) or one (1) month and payment of the Subscription Fee (where applicable) must be made in accordance with the payment terms as further described on the INOP App. The Services will be available to you immediately after we have received the payment of the Subscription Fee (where applicable). Where no Subscription Fee is payable for your chosen Subscription Plan, the Services will be available to you once you have completed the subscription process.
- You can opt to upgrade or downgrade the Services to any other Subscription Plan that we are offering for sale at any time during the Contract Term. In the event of a Subscription Plan upgrade or downgrade, the new Subscription Fee will be immediately payable, the Subsequent Term will immediately begin, and you will be charged in full, pro-rated for the remaining part of the Initial Term or Subsequent Term, as the case may be.
- The Initial Term (and any Subsequent Term) will automatically renew for a Subsequent Term until and unless explicitly cancelled by you. Renewals must be paid for by credit card or other payment methods as deemed applicable and supported. You acknowledge that we will not send you a notice before the Initial Term or Subsequent Term is renewed and that it is your responsibility to cancel your contract with us if you no longer wish to receive the Services. If you are an Individual User, cancellation must be issued via your User Account at least one (1) day prior to the end of the Contract Term. If you are a Business User, cancellation must be issued via firstname.lastname@example.org with our cancellation form and such notice must be received by us at least one (1) month prior to the end of the Contract Term.
- If you are an Individual User and your Subscription Plan requires a Subscription Fee to be paid, or if you purchase any Add-On, you expressly agree that the Services shall be made available to you immediately upon payment of the Subscription Fee or Add-On Fee (if applicable) and that this constitutes full performance by INOP of its obligations under these terms and, therefore, you will not be entitled to a refund.
- Services, including any Add-On, cancelled at your request prior to the completion of the Contract Term are not subject to a refund.
- If you fail to comply with any of the provisions of these terms and we terminate the Services prior to the completion of the Contract Term, we will not refund the Fees.
- You agree to us, and/or our third-party service providers, storing your payment method information and charging via that payment method: (i) the Subscription Fee for the Initial Term and any Subsequent Term during the Contract Term on an annual basis on or around each anniversary of the commencement of the Contract Term; (ii) any applicable Add-On Fee; (iii) any increase in the Fees in accordance with clause 6.2 or 6.4 of these terms; and (vi) any applicable taxes in connection with your use of the Services.
- If the payment method you provide expires or fails to make the payment and you do not provide new payment method information or cancel your User Account, we may, without liability to you, disable your User Account and your access to all or part of the Services and we shall be under no obligation to provide any or all of the Services until a new payment method is provided or payment of a due amount is able to be charged.
42. Our contract with you shall commence on the date you create a User Account and shall continue until terminated in accordance with this clause 7.
- Our contract with you may be terminated by you, without cause, by following the cancellation procedure set out in clause 6.5.
- Our contract with you may be terminated by us, without cause, at any time upon one month’s notice to you.
- Our contract with you may be terminated by us at any time immediately upon notice to you if:
- you fail to comply with any of the provisions of these terms;
- you fail to pay any Subscription Fee when it becomes due and you fail to make payment within 30 days of the date the Subscription Fee became due;
- the Services are discontinued; or
- we lose the right to provide you with the Services, or where the provision of the Services or part of the Services becomes unlawful.
- Upon termination:
- you shall immediately cease use of the Services;
- you acknowledge that we have the right to delete all data, files or other information that is stored in your User Account;
- we reserve the right to request payment for outstanding, properly incurred Subscription Fees, make deductions in whole or in part from any refund that you may be entitled to by law, or charge compensation to cover our reasonable costs upon termination of the contract; and
- any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the terms which existed at or before the date of termination shall not be affected.
Links to third-party websites and third-party services
- The INOP App may also contain the services of third parties (‘Third-Party Services‘) which will be provided to you pursuant to such third parties’ terms and conditions. We will provide you with links to these third parties’ terms and conditions. Your acceptance of these terms and conditions may be required to make all services the INOP App available to you.
- Particular properties of the INOP App may depend on the availability of Third-Party Services. INOP has no control over such Third-Party Service functionality and features, which may change without notice to INOP or you. If any Third-Party Service ceases to provide access to any historical or current functionality or features, as INOP may cease providing access to certain functionality and features of the INOP App, in its sole discretion. INOP shall not be liable to you for any refunds or any damage or loss arising from or in connection with any such change made by a Third-Party Service or any resulting change to the INOP App. You irrevocably waive any claims against INOP with respect to any Third-Party Services.
- You acknowledge that the Services have not been developed to meet your individual requirements and that it is, therefore, your responsibility to ensure that the facilities and functions of the Services meet your requirements.
- We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- The Services and the INOP App are provided on an “AS IS”, “AS AVAILABLE” basis.
- We make no warranty that the functionality of the Services or the INOP App will be uninterrupted or error-free, that defects will be corrected or that the Services, the INOP App or the servers that make it available are free of viruses or anything else which may be harmful or destructive.
- Your mobile or other device carrier’s normal rates and fees, such as text messaging and data charges, shall apply and you shall be solely responsible for this. INOP accepts no liability for any fees owing to your carrier for your use of the INOP App or the Services.
- You acknowledge and agree that your User Content will be visible to other Users worldwide and INOP is not liable for any User Content that is seen by other Users.
- Except as expressly stated in these terms, to the fullest extent permitted by law, all other warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from these terms.
Limitation of liability
- Nothing in these terms excludes our liability for:
- death or personal injury caused by our negligence;
- fraud or fraudulent misrepresentation; or
- any other liability which cannot be excluded or limited by law.
- Subject to clause 10.1, we will not be liable to you, whether in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:
- loss of profits;
- loss of business;
- depletion of goodwill;
- loss or corruption of data or information; or
- any indirect, special, incidental or consequential loss or damage,
- Nothing in these terms excludes our liability for:
arising out of or in connection with your use of the Services.
- Subject to clause 10.1, our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services shall be limited to the total Subscription Fees paid by you during the 12-month period immediately preceding the date on which the claim arose.
Intellectual Property Rights and User Content
- You acknowledge and agree that INOP and/or its licensors own all Intellectual Property Rights in the Services and the logo, design, material and software on the INOP App. Except as expressly stated in this clause 12, these terms do not grant you any rights to or in any Intellectual Property Rights or any other rights or licences in respect of the Services or the INOP App.
- We grant you the following limited licence with respect to the Services and the INOP App: a personal, non-exclusive, royalty-free, non-transferable, non-sublicensable licence to install and use the INOP App, and to access and use the Services, solely and strictly in accordance with these terms.
- You represent and warrant that you are the owner or permitted licensee of the User Content, including all Intellectual Property Rights consisting in it, and you agree to indemnify us immediately on demand against any cost, loss or liability which we may incur by reason of your breach of that warranty.
- You grant us the following limited license with respect to the User Content: a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sub-license, to use, view, copy, adapt, modify, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content only in connection with the provision of the Services and the INOP App.
- You agree to indemnify and hold INOP and its directors and employees harmless from and against all claims, actions, proceedings, liabilities, damages, losses, expenses and costs (including without limitation court costs and reasonable legal fees) which arise from, relate to, or are connected with your use of the Services.
- Subject to clause 14.2, we shall not be liable to you for any breach or delay of the performance of our obligations under these terms where such breach or delay is caused by an event outside our control.
- We will take reasonable steps to minimise the effect of the delay or breach on you.
Changes to these terms
- We reserve the right to change these terms at any time and, where appropriate, upon giving you notice via email to the email address associated with your User Account in advance. We advise you to review these terms on a regular basis in case of any changes. Your continued use of the Services following any changes shall be deemed to be your acceptance of such changes.
- If any of the provisions or part provisions contained in these terms should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such provision or part-provision shall be severed, and the remaining provisions and part provisions shall survive and remain in full force and effect and continue to be binding and enforceable.
- Our failure to enforce at any time or for any period any one or more of the provisions of these terms shall not be a waiver of them or the rights attaching to any of them.
- You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any manner with any or all of its rights or obligations under these terms.
- We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms.
- These terms do 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.
Governing law and jurisdiction
- These terms and any dispute or claim arising out of, or in connection with, them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
- These terms and any dispute or claim arising out of, or in connection with, them or their subject matter or formation (including non-contractual disputes or claims) shall:
- where User is based in the UK, be subject to the exclusive jurisdiction of the courts of England and Wales; and
- where User is based outside of the UK, be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.