THESE GENERAL TERMS AND CONDITIONS GOVERN THE COMPANY AND THE PLATFORM USER’S USE OF THE SERVICES PROVIDED BY 9TEAMS.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES (“COMPANY”) TO THE GENERAL CONDITIONS. ACCEPTANCE OF THE GENERAL CONDITIONS MAY OCCUR BY CLICKING A BUTTON OR OTHERWISE INDICATING COMPANY’S ACCEPTANCE (ONLINE).
THE GENERAL CONDITIONS ALSO GOVERN FREE SUBSCRIPTIONS.
GENERAL TERMS AND CONDITIONS
9TEAMS and the Company are sometimes being referred to herein singularly as a “Party” and collectively as the “Parties“.
9TEAMS, an online tool for project manangement, is exploited by Vtelligence bvba, a Belgian corporation having its principal office at Gruyaertshof 11, 8800 Roeselare, Belgium, and with company number 0809.707.795.
ARTICLE 1 – DEFINITIONS
When used in the General Conditions with a capital letter:
- “Account” is the online tool created by 9TEAMS, providing the Platform User access to the Platform and the Project. Access rights depend on the type of Account of the Platform User 9 TEAMS distinguishes 3 types of Accounts:
- Holder – (i) right to create and close Projects (i) right to create Member and Guest accounts within the Project and (i) right to make modifications within the Project;
- Member – (i) right to create Member and Guest accounts within the Project and (i) right to make modifications within the Project;
- Guest – right to access a Project upon invitation by the Holder or a Member;
- “Company” is the person, company or legal entity acting for commercial purposes and that is represented by the Platform User when using the Platform;
- “Data” is the information exchanged by Platform Users through the Platform;
- “Effective Date” is the date of the Platform User’s acceptance of the General Conditions by clicking a button or otherwise indicating Platform User’s acceptance (online);
- “General Conditions” shall mean this agreement between 9TEAMS and the Platform User, representing the Company, and all annexes referred to herein and other documents to be considered as an annex hereto by reference;
- “Platform” is the online platform on which the Services are provided by 9TEAMS, available on the website http://app.9teams.com;
- “Platform User” is the adult natural person who is authorized to use the Services according to the license as agreed in the General Conditions in the course of the business of the Company and who is provided access to the Platform on the basis of an Account;
- “Project” a project created by a Holder on the Platform, accessible only by that Holder, the Members and Guests invited by the Holder or such Member and meant to efficiently manage a plan as proposed and initiated by the Holder.
- “Services” are the services provided by 9TEAMS related to the hosting, maintenance and exploitation of the Platform;
ARTICLE 2 – SCOPE
In accordance with the terms and conditions of these General Conditions, 9TEAMS undertakes to supply the Services to the Company and the Platform User(s).
The Platform is designed as a digital business platform for team and Project collaboration. The Platform provides support for project portfolio management and collaboration. 9TEAMS shall not intervene in any Data or in the agreements or commercial transactions between the Platform User(s) and their respective Companies. 9TEAMS is not a party to i) any communication of Data by Platform User(s), or ii) to the transactions concluded on the Platform or as a result of the use of the Platform by Platform User(s).
The Platform is only accessible to subscribed Platform Users having accepted the General Conditions. Access is protected by a unique Platform User related login and password combination and specific user-related e-mail tokens.
The Platform User and Company understand and accept that the modalities of the Services, the pricing policy, the Account, the Platform (and the underlying software and the functionalities thereof) are subject to change. The Platform User and Company agree that 9TEAMS is authorized at any time to modify and adapt the above modalities and functionalities to fit with its business model.
The Company shall be liable for the use made of the Services by its Platform User(s) or any breach of the General Conditions by its Platform User(s). The Company shall ensure that its Platform User(s) shall respect the terms and conditions of the General Conditions. The Platform Users are equally bound by the terms and conditions of the General Conditions and the Company shall be liable for any act or omission by a Platform User in breach of the General Conditions.
ARTICLE 3 – RELATIONSHIP BETWEEN THE PARTIES
Each Party will conduct its business as an independent contractor, in its own name, and in such manner as it deems fit. The Parties do not grant the other Party the power or authority to give or effect any agreement, statement, warranty or other commitment on behalf of such Party, or to incur any liability, express or implied, on behalf of that Party, or to transfer, release or waive any right, title or interest of the other Party.
ARTICLE 4 – ACCOUNT
Each Platform User should indicate the Company he represents, when using a specific Account. A Platform User is authorized to have several Accounts, depending on the number of Projects he is involved with. Each Account is personal and may not be used by other Platform User(s).
The Holder is responsible for administrative, technical and financial matters related to the use of the Platform and the management of the Platform Users, as well as updating Company and Platform User data as regards the initiated Project. The Holder shall also configure access management for the other Platform Users involved in the Project.
Legitimate access to the Services available on the Platform i) requires the use of a user name (login) and an access password, and ii) is ensured by e-mail authentication tokens. The Platform Users accept these methods of access protection. The Platform Users shall ensure that they do not disclose their password and login to other persons. The Platform Users shall take all reasonable precautions to avoid i) that such password and login is easily accessible to third parties (e.g. by saving it on an accessible device or by writing it down) or that it is easy to guess for a third party, and ii) that any person other than the Platform User is able to consult the e-mail account of the Platform User.
The Platform User guarantees that the Account(s) shall not be used by third parties. The Platform User and the Company ensure that the Account(s) shall be used according to the terms and conditions of the General Conditions.
9TEAMS does not select or modify the information contained in the Data and has no actual knowledge of any information contained in the Account, nor is it under any general obligation to monitor the Data.
9TEAMS grants to the Company and its Platform User(s), who accept, a non-assignable right to access, consult and use the Platform and the Account according to the terms and conditions of the General Conditions.
Without being limited thereto, 9TEAMS may in its sole discretion and without any compensation due to the Platform User and/or Company refuse to (continue to) perform the Services:
- if it is of the opinion that the Data might be offensive, unlawful, infringe upon third parties’ rights or against public order, or
- if there is a risk that the Data would result in an overburdening of the system of 9TEAMS. 9TEAMS may from time to time issue some guidelines as to the use of the Platform by Company and its Platform Users. In case of use of the Platform in breach of the guidelines issued by 9TEAMS, 9TEAMS is entitled to refuse to (continue to) perform the Services.
The Platform User(s) and their respective Companies are solely responsible for managing (the Data in) the Account. 9TEAMS shall store the Data in the Account for the duration of the Agreement, except when such Data are deleted by the Platform User.
The Platform User and the Company undertake to use (the Data in) the Account in good faith. Without the prior written authorization of 9TEAMS, the Platform User and the Company undertake not to perform acts which conflict with the normal exploitation of the Account or prejudice the legitimate interests of 9TEAMS or third parties.
9TEAMS reserves the absolute right to discontinue at any time part of the Services when it finds that this part of the Services does not fit in its business model or when it is of the opinion that such functionalities are not desired by a substantial part of the Platform User(s). 9TEAMS may in its sole discretion at any time modify the Services and the underlying software and Platform without prior notice to the Company and the Platform User.
The Platform User agrees that 9TEAMS may have access to the Accounts at any time to update the Services, evaluate results of the Services or as otherwise useful to optimize the Services provided to the Platform User(s) or to remove content (after a complaint).
ARTICLE 5 – FREE AND PAYING SUBSCRIPTION
If the General Conditions are accepted under a free subscription, 9TEAMS does not guarantee that the license to use the Platform under such free subscription shall always remain for free.
9TEAMS may decide in its own discretion and according to the necessities of its business model to provide the Services under a free subscription against payment as from a certain moment, however taking into account a period of transition of one month as from the communication thereof. The Account(s) available during the period of free subscription shall remain accessible for a period of three months after the free trial period for the follow-up of the Data relating to the pending Project of that Account, even if the Platform User(s) do not conclude a paying subscription.
The Platform User(s) and the Company(ies) who conclude a paying subscription shall be able to (continue to) use the Platform and their Account(s) as previously, as from the moment of such paying subscription. The Platform User(s) and the Company(ies)who do not conclude a paying subscription, shall be solely responsible to make a copy of the Data prior to the termination of the access period of their Account(s), should they wish to do so.
Companies that have a paying subscription shall pay annual service fees to 9TEAMS as a consideration for the Services provided by 9TEAMS. The applicable service fees will be defined in a pricing plan, available on the website http://www.9teams.com. The service fees are payable annually and up front.
9TEAMS shall send the invoices to the Company according to the pricing plan. The invoices should be paid by the Company within 30 (thirty) days.
ARTICLE 6 – INTELLECTUAL PROPERTY RIGHTS AND KNOWHOW
All intellectual property rights (including, but not limited to patent rights, design rights, copyrights, rights in utility models, rights in databases, trademark rights, domain names, trade names, etc.) and knowhow in the software used by 9TEAMS, the Account and the Platform, shall at all time be and remain the exclusive property of 9TEAMS. Except for the license to use the Account and the Platform according to the General Conditions, no intellectual or other proprietary rights are transferred or assigned through the Agreement to the Company or the Platform User.
9TEAMS grants the Company and its Platform User(s) a personal, worldwide, non-assignable and non-exclusive license to use the software provided to the Company by 9TEAMS as part of the Services. This license is for the sole purpose of enabling Company and its Platform User(s) to use and enjoy the benefit of the Services as provided by 9TEAMS, in the manner permitted by the General Conditions.
The Company and the Platform User may not sublicense, distribute, sell, lease or otherwise make available the Account, Services or included software to third parties, nor may they reverse engineer or attempt to extract the source code of that software.
9TEAMS does not guarantee that the information provided in the Data does not infringe upon the (intellectual property) rights of third parties.
The Platform User, and where applicable the Company, grant 9TEAMS a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any Data that he posts on or in connection with the Platform for the purpose of providing and enhancing the Services according to the General Conditions. This license ends when the Data are deleted from an Account unless the Data have been shared with (an) other Platform User(s), and they have not deleted it.
ARTICLE 7 – WARRANTY AND LIMITATION OF LIABILITY
9TEAMS ensures that it will provide the Services under the General Conditions to the best of its ability, without any warranties as to the results of such Services.
The access to the Account and the Data are provided “AS IS”. Except as otherwise provided in the General Conditions and except as otherwise provided by mandatory law, there are no express warranties, representation, undertakings or conditions (statutory or otherwise) and there are no implied warranties, representation, undertakings or conditions (statutory or otherwise), including the implied warranties of merchantability and fitness for particular purpose, non-infringement or any other matter in the General Conditions. 9TEAMS makes no warranty (express, implied, or statutory) nor will 9TEAMS be held liable for any claim and/or damages (including without limitation damages for loss of business profit, business interruption, loss of business or other pecuniary loss) arising out of the use or the misuse of the Data and the Account by the Company and its Platform User(s).
9TEAMS does not represent or warrant that the Services shall operate properly with specific hardware or software, that the Services shall meet Company’s or Platform User’s requirements or expectations or that operation of the Services shall be uninterrupted or error-free.
The Company and the Platform User understand and accept that the Data is not under the control of 9TEAMS. All Data in the Account of the Platform User are consultable as such and “AS AVAILABLE”. The Data are consulted by the Platform User at its own risk and the Platform User acknowledges that he should consult the Data in the same way and with the same precautions and prudence as any other consultation of online information or information on a digital marketplace.
In particular, the Platform User and the Company acknowledge that the Data in the Account are processed automatically by 9TEAMS and the Platform User and the Company are aware that the Data in the Account are not checked by 9TEAMS concerning its legality or infringements upon the (intellectual property or other) rights of third parties. The Company and the Platform User bear the risk of consulting and using incorrect, illegal or incomplete Data. The Company and the Platform User are aware and warrant that they should assess themselves whether the use of certain Data constitutes an infringement upon the rights of third parties, a legal infringement or might result in harmful conduct.
The Company and the Platform User undertake to indemnify and hold 9TEAMS harmless from and against all liabilities, claims, fines, damages, costs and expenses, caused directly or indirectly by the use, misuse, reproduction or publication of the Data by the Company, the Platform User or third parties.
In particular, and without prejudice to the generality of the limitation of liability as mentioned herein, no guarantee is given by 9TEAMS for i) the correctness and accuracy of the Data that can be consulted through the Account, ii) an unrestricted use of the Data in the Account, and iii) an uninterrupted use of the Account and the Platform.
In case 9TEAMS would be liable towards the Platform User and/or the Company out of or related to the General Conditions, such aggregate liability shall not exceed the total amount paid by Company to 9TEAMS for the Services in the past twelve months, with a maximum amount of € 1 000,00.
In no event shall 9TEAMS be liable for any claim brought more than one (1) year after the cause of action arose or should have been discovered by the Platform User.
Without being limited to these situations, 9TEAMS shall not be liable to the Platform User and/or the Company for:
– monitoring the Data exchanged via the Platform;
– use or misuse of the Platform by Platform User(s) or third parties;
– the loss, damage, misuse and/or abuse of Data originating from Platform User(s) or third parties;
– any loss of information due to accidental or other causes originating from the Platform User or third parties;
– any claims related to products or services delivered or rendered or transacted between buyers, suppliers or others on the Platform;
– any damages caused by use of the Platform, including those related to any interruptions, unsolicited communications, security failures, viruses or bugs, errors, technical failures or other limitations.
Only if mandatory law would prohibit the limitation or exclusion of liability or incidental or consequential damages, 9TEAMS’ liability will then be limited to the fullest extent permitted by the applicable law.
ARTICLE 8 – OBLIGATIONS AND RESPONSIBILITY OF THE PLATFORM USER
The Platform User, and where applicable also the Company, shall:
– not create an Account for anyone other than himself;
– exchange accurate and complete information to 9TEAMS concerning the identity of the Platform User and the Company and all other relevant information solicited at the time of accession as well as in any later interaction or contact with 9TEAMS. Any omissions or inaccuracies in information provided by the Platform User shall be the Platform User’s sole responsibility;
– comply with and enforce compliance with the instructions, technical procedures, limitations and other user guidelines communicated by 9TEAMS on its website and through digital communications;
– ensure an adequate management of users of an Account;
– not send or make available any illegal, defamatory or deceptive information via the Platform;
– use the Platform with observance of the General Conditions and with respect for the law and rights of third parties (including intellectual property rights);
– not circumvent access security systems or jeopardize network security (including through submission or transmission of viruses, worms or other bugs) of the Platform;
– not post unauthorized commercial communications (such as spam) on the Platform;
– not collect users’ content or information, or otherwise access the Platform, using automated means (such as harvesting bots, robots, spiders, or scrapers);
– maintain the confidentiality and non-transmissibility of the user name and passwords and ensuring that these are not communicated, copied or divulged, no matter the means employed;
– not trade goods on the Platform which due to their nature are legally or for practical reasons excluded from trading on a digital platform;
– only act on the Platform under the strict requirements of the applicable law;
– entitle 9TEAMS at all times to remove Data if 9TEAMS believes that it violates the General Conditions, third party rights or the law.
Non-responsibility of 9TEAMS
9TEAMS is not responsible for the actions, content, information, or Data of Platform Users resulting from the use of the Platform.
The Platform User and the Company release 9TEAMS, its directors, officers, employees, and agents from any claims and damages, known and unknown, arising out of or in any way connected with any claim a Platform User or Company might have against another Platform User or any third parties.
ARTICLE 9 – NOTICE AND TAKE DOWN
Upon receipt of a notice by a third party concerning an alleged infringement of intellectual property rights, or other infringing, libelous, obscene, threatening, or otherwise unlawful material or any defamatory content on the Platform, the Company and the Platform User hereby irrevocably allow 9TEAMS to take all actions, (including removing Data, information, links, electronic data or any other item from the Platform and/or the Account), all of which are taken without any admission as to liability and without prejudice to any rights, remedies or defenses, all of which are expressly reserved.
ARTICLE 10 – TERM, TERMINATION AND REMEDIES
The General Conditions are effective as from the Effective Date and shall continue for an indefinite period of time.
The Services shall be provided by 9TEAMS to the Company as from the Effective Date.
Without prejudice to its other rights accruing under the General Conditions and by law, 9TEAMS is entitled to suspend the Services and access to the Account and the Platform to the Platform User and the Company until full payment of the applicable fees. The Agreement may be irrevocably terminated by 9TEAMS if the payment of the service fees is not received at the latest 60 days after the invoice date. In that case, 9TEAMS shall be entitled to claim 50% of the applicable service fees for the costs and damages incurred.
9TEAMS may terminate the General Conditions immediately without the requirement of court intervention and without any damages due by notice to the Platform User and/or the Company upon the material breach of the General Conditions by the Platform User and/or the Company, which breach is incapable of cure or which, if capable of cure, has not been cured within thirty (30) days after the Platform User and/or the Company have been notified with reasonable specificity of such breach, such without prejudice to any other rights accruing under the General Conditions.
Upon termination of the Agreement, the Company and the Platform User shall immediately cease the use of the Account and the Platform and ensures that all the sublicensed Platform Users equally cease such use, except for the provisions concerning the free subscription and only in as far as there is no breach of the General Conditions.
In case of a termination of the Agreement during the provided contract term, the service fees paid shall not be reimbursed pro rata by 9TEAMS.
Without prejudice to the other remedies of 9TEAMS as mentioned herein, in the case of a breach of the Agreement by the Company or a Platform User, 9TEAMS is entitled by right and without any letter of default or any compensation due to the Company or the Platform User to interrupt or terminate the performance of the Services, including the interruption or termination of the consultation of the Account and the Platform.
ARTICLE 11 – ASSIGNMENT
Platform User will not assign or otherwise transfer the General Conditions, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without 9TEAMS’s prior written consent, which consent may be withheld, delayed or conditioned in 9TEAMS’ discretion.
Without limitation, any sub-contract approved in writing will not relieve the Platform User from its obligations to 9TEAMS under the General Conditions. 9TEAMS shall have the right to assign the General Conditions, in whole or in part, to a third party at any time upon written notice to the Company and the Platform Users.
ARTICLE 12 – MISCELLANEOUS
Since the Company and the Platform User are not consumers in the definition of Book XII, Title one of the Belgian Economical Code concerning certain legal aspects of information society services, the Company and Platform User waive all rights concerning this matter according to article XII.11 of this Code.
All terms and conditions of the General Conditions which are destined (whether expressed or not) to survive the duration or termination of the Agreement shall so survive.
The General Conditions may be amended or modified i) by written instrument signed by the Parties, ii) if electronically accepted by the Platform User. In case of a substantial modification or adaptation of the provisions in the General Conditions, such modification or adaptation will apply as from the 1st day of the second month following the notification thereof to the Platform Users. Such notification shall be posted on the Platform and shall be communicated by e-mail to the Platform User. The Platform User and the Company have the possibility to terminate the Agreement with a notice period of one month within 10 days as from the notification of the modification or adaptation of the General Conditions, after which the Platform User and the Company are irrevocably deemed to have accepted such modification or adaptation.
The General Conditions constitute the final and complete expression of the agreement between 9TEAMS and the Company / the Platform User with respect to the subject matter herein and supersedes all other prior agreements.
Should any of the provisions of the General Conditions be determined to be null and void, invalid and/or otherwise unenforceable, this shall in no way affect the legality, validity and/or enforceability of the other provisions of the General Conditions. Moreover, upon such determination of one or more provisions of the Agreement being, in whole or in part, void, invalid or unenforceable, the Parties shall negotiate in good faith in order to replace the provision in question with a valid and enforceable provision which in its economic effect complies most with the void, invalid or unenforceable provision.
The General Conditions and/or any modification thereof shall be governed by and construed in accordance with the laws of Belgium.
Any dispute or difference arising out of or in connection with the General Conditions (including any question regarding its existence, validity or termination) shall be submitted to the competent courts of the venue of the registered office of 9TEAMS, in as far as the Company is domiciled in the European Union.
In as far as the Company is not domiciled in the European Union, all disputes arising out of or in connection with the Agreement shall be finally settled under the rules of arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said rules. The place of arbitration shall be Brussels. The language will be English, unless agreed otherwise in writing between the Parties.
Personally-Identifiable Information is information of the Platform User f that can be used to uniquely identify, contact, or locate a single person or can be used with other sources to uniquely identify a single individual. Personally-Identifiable information includes, for example, e-mail addresses, billing information, employment status and “click stream” data that tracks user activity on a website or online service.
9TEAMS will use reasonable efforts to abide by the following policy:
Collection. We may collect Personally-Identifiable Information in connection with a communication, application or service provided to you, including your name, address, contact information (such as email or phone number), IP address and the Company you work for. The types of Personally-Identifiable Information that we collect will depend on the communication, application or service you apply for or receive. You may always choose not to provide the requested information, but in doing so we may be unable or unwilling to provide the communication, application or service you request.
We will not disclose, sell, rent or exchange such Personally-Identifiable Information to any other organization or entity unless you are first notified and you expressly agree to it, or as otherwise required by law.
You have the right to object, free of charge and at any time, to the processing of Personally-Identifiable Information for marketing purposes by contacting us at the following address: privacy@9TEAMS.com.
- Help us provide you with the services of 9TEAMS
- Help us process complaints and other transactions
- Confirm or correct Personally-Identifiable Information
- Process information for us
- Help us run our business
- Audit our business
- Perform research for us
There may be other reasons to use or disclose Personally-Identifiable Information, such as:
- Doing what a local or foreign court or government agency requires us to do ;
- Disclosing Personally-Identifiable Information to another company if we are or may be selling, assigning, or otherwise transferring all or any part of our business or merging with another company.
The persons and companies to whom we may disclose Personally-Identifiable Information for any of the above reasons may be located in Belgium or in other countries. These other countries might not have laws that provide the same level of data protection as the Privacy Law. However, those persons or companies must agree to protect any Personally-Identifiable Information we give them from improper use and disclosure. We will secure appropriate contractual guarantees from service providers to ensure an equivalent level of protection to Personally-Identifiable Information, as required by the Privacy Law.
Security. Appropriate safeguards will be implemented in an effort to ensure the security, integrity and privacy of Personally-Identifiable Information about our users and prospects.
The Platform User shall access the Account with a confidential and personal password. You must keep your password secret at all times and ensure that no one else can access your Account. Any acts or omissions concerning your Account shall be counted against you. In case of misuse of your password, it is important to notify 9TEAMS and to immediately change your password.
Access: review and correction. Procedures have been developed through which customers and prospects can, upon request, review and correct the Personally-Identifiable Information that has been collected from them by 9TEAMS by contacting us at the following address: privacy@9TEAMS.com.
Children are not supposed to use the services of 9TEAMS.
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Some cookies are essential for the operation of our services. For example, some cookies allow us to identify subscribers and ensure that they can access the subscription only pages. If a subscriber opts to disable these cookies, the user will not be able to access all of the content that a subscription entitles him to.
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If you do wish to disable our cookies then please follow the instructions of your web browser. Please remember that if you do choose to disable cookies, you may find that certain sections of our website do not work properly.