Terms and Conditions

Amsterdam, March 1, 2024

Terms and Conditions

1. Definitions

Intrinsiq: Intrinsiq B.V., a private company with limited liability under the laws of The Netherlands, having its corporate seat in Amsterdam, with its registered office at H.J.E. Wenckebachweg 133, 1096 AM Amsterdam, registered at the Chamber of Commerce under number 91260531.
Beta Services: the provision of new Services which are under development by Intrinsiq and are provided for testing purposes.
Charges: the charges of the Services as specified in the Order.
Clause: a clause in these GT&C.
Confidential Information: confidential information about the Customer or Intrinsiq, including: (i) information marked as ‘confidential’ in writing, (ii) information not generally known to the public, (iii) information not generally disclosed by the party to whom it relates and/or from who it originates, and (iv) information whose confidential nature is reasonably known.
Customer: the legal entity listed in the Order.
Customer Data: all data that the Customer (or someone on behalf of the Customer) enters in the Services and/or data that is shared by or on behalf of the Customer with Intrinsiq.
Employee: an employee of the Customer or Intrinsiq and/or a natural person or legal entity who is authorised to work for or under the responsibility of the Customer or Intrinsiq.
Effective Date: the starting date as listed in the Order.
Free Trial: a limited optional free trial of the Services.
GT&C: these terms and conditions related to the provision of Services by Intrinsiq and any Order.
Intrinsiq Data: any data created or generated by Intrinsiq or generated by Customer’s use of the Services (excluding Customer Data).
Login Details: usernames, passwords, tokens and other codes intended solely for the User to access the Services.
Login Procedure: the procedure prescribed by Intrinsiq that the Customer and the User must follow to access the Services.
Order: an electronic order form filled in and accepted by or on behalf the Customer incorporating the terms of the GT&C and which identifies the Customer, Services ordered, the Charges, Effective Date and the Subscription Term.
Privacy Policy: the privacy policy, made separately available on the Website, which applies to Intrinsiq’s processing of the Customer’s personal data.
Services: the services to be provided by Intrinsiq as defined in the Order.
Subscription Term: the term listed in the relevant Order.
User: an Employee of the Customer.
Website: Intrinsiq’s website.

2. General

The terms and conditions included in these GT&C will govern each Order between Intrinsiq and Customer, including Customer’s use of the Services. If Customer registers for a Free Trial or Beta Services the GT&C shall govern that Free Trial and Beta Services as well.
All offers or quotations regarding the Services are non-binding and revocable.
The Customer may place Orders for Services. Each Order is subject to Intrinsiq’s acceptance. Intrinsiq may accept or reject an Order at its sole discretion. The Order comes into effect on the date on which Intrinsiq sends the Customer a confirmation of the Order and will be subject to these GT&C.
Stipulations that deviate from these terms and conditions will be binding only if they have been agreed in writing and will apply only to the case in question.
Intrinsiq expressly rejects the applicability of Customer’s general terms and conditions.
The terms ‘in writing’ or ‘written’ also mean by email. If a word or phrase is defined, its other grammatical forms have a corresponding meaning. If a word or phrase is followed by a word of phrase in the Dutch language between parentheses, the (legal) meaning of the word of phrase in the Dutch language shall prevail. In these GT&C reasonable efforts shall be understood as an “inspanningsverplichting”.
Intrinsiq shall use reasonable efforts to fulfil its obligations under these GT&C. Delivery and completion dates agreed between the parties are of an indicative nature. Dates and timescales relating to Intrinsiq’s delivery or completion mentioned in quotations, contracts, schedules, working documents and the like, or orally disclosed, are never intended to be firm deadlines (fatale termijnen) unless explicitly agreed upon writing.

Intrinsiq reserves the right, at its sole discretion, to amend the GT&C fully or partially from time to time. Intrinsiq will give reasonable prior notice before the updated terms and conditions come into effect. The latest version of these GT&C shall be available via the Website.

3. Provision of Services

Subject to Customer’s full payment of all applicable Charges, Intrinsiq grants the Customer and its number of Users listed in the Order a non-exclusive, non-transferable, revokable, and non-sublicensable right to use the Services during the Subscription Term, solely for Customer’s internal business operations.
The Customer may not allow the Services to be used by or for the benefit of any other person or legal entity other than the Customer. The Customer may not relicense or sublicense the Services, or use the Services for training third parties, commercial use, rental or use by a service agency.
Without Intrinsiq’s prior written consent, the Customer may not transfer the Order or any of their rights and/or obligations under these GT&C.
Upon acceptance of the Order, use of the Service, and/or completion of the implementation process, Customer is deemed to have accepted the Service “as-is”. Intrinsiq may adjust the Services at its own discretion provided that such changes do not materially and negatively impact the functionality, performance or security of the Services. Intrinsiq will use reasonable efforts to inform the Customer in due time of updates and/or upgrades of the Services.
All Services shall be produced and delivered in good faith based on information provided by the Customer. The Services are provided at the Customer’s request and the Customer accepts that it is responsible for verifying that the Services are suitable for its own needs. The Customer accepts responsibility for choosing the Services to achieve its intended results and acknowledges that the Services have not been developed to meet individual requirements of the Customer.

4. Prices and payment

In consideration of the provision of the Services by Intrinsiq under any Order, Intrinsiq shall invoice, and Customer shall pay the Charges. The Charges are as specified in the Order and are exclusive of VAT or any other applicable (sales) tax. During the Subscription Term, Charges are payable annually in advance. All sums payable under any Order shall be paid in euro, unless otherwise agreed in the Order.
In its reasonable discretion and at any time, Intrinsiq may modify Charges. Intrinsiq will inform the Customer of an adjustment through the Website one month before the date on which the adjustment comes into effect. All changes to the Charges will become effective at the end of the current billing cycle of the Customer, unless the Customer does not agree with the changed Charges and terminates the Order for convenience (opzeggen) by written notice taking into account one-month notice period.
The Customer must provide Intrinsiq with all relevant and correct details, including but not limited to their full name, address and payment details as well as relevant VAT details, and immediately notify Intrinsiq of any change in these details through the Services or per email. In case Customer fails to do so and does not cooperate or provides unclear details, the consequences are at Customers own expense and risk.
If Customer does not pay the Charges when due, Intrinsiq will inform the Customer accordingly and reserves its right to limit the functionality of the Services without incurring any liability towards the Customer. At the Customer’s request, Intrinsiq may lift that restriction or blocked access to the Services when the outstanding amounts, plus an additional fee in accordance with Clause 4.5, have been paid in full.
If Customer fails to make payment in accordance with this Clause 4, then Intrinsiq shall be entitled to charge the statutory commercial interest rate on the overdue amount within the meaning of Section 6:119a of the Dutch Civil Code, from the date on which such amount fell due until payment.
The Customer is liable for all costs, expenses and (financial) damages, including but not limited to lawyer’s fees and collection costs that Intrinsiq incurs because of Customer’s failure to fulfil its payment obligations.

5. Term and termination

An Order commences on the Effective Date and is entered into for the Subscription Term. Any Subscription Term is tacitly renewed for the same term, unless a party terminates the Order by written notice taking into account a one-month notice period. Orders cannot be terminated for convenience (worden opzegd) by Customer before the end of the Subscription Term, unless in conformity with Clause 4.2.
Notwithstanding its other rights and defences, Intrinsiq may, without liability, suspend its obligations and/or block Customer’s access to the Services with immediate effect, if the Customer fails to duly fulfil any of its obligations under these GT&C.
Either party may fully or partially terminate an Order for cause (ontbinden) without further liability at any time, with immediate effect and without judicial intervention, by means of notice (electronic or otherwise), if the other party: (i) fails to duly fulfil one of its obligations under these GT&C and, after written notice, does not remedy this failure to perform within a reasonable period after provision of that notice, (ii) files or has filed a petition for bankruptcy which is not dismissed within 30 days, a receiver is appointed, (iii) it receives written notice that the other party can no longer fulfil its (payment) obligations (iv) it becomes apparent from the circumstances that the other party can no longer fulfil its payment obligations, or (v) if the any party is dissolved, granted a moratorium on the payment of its debts, liquidated or ceases its activities as a going concern.
The termination of an Order does not release the Customer from pre-existing obligations to pay any Charges or other amounts due to Intrinsiq, nor does it entitle the Customer to any refund of any Charges or other amounts paid under it. Intrinsiq is under no circumstances obliged to pay compensation because of termination and the termination for cause will not create any obligations to undo (ongedaanmakingsverbintenissen).
The Customer can extract the Customer Data at any time during the Subscription Term. It is Customer its own responsibility to retrieve any Customer Data needed before termination of any Order. After termination of an Order, the Customer must immediately and permanently cease using the Services and will no longer have access to the Services and the Customer Data and Intrinsiq is under no obligation to maintain the Customer Data.

6. Login Procedure

The Customer and Users gain access to the Services through the Login Procedure, exclusively using the Login Details that Intrinsiq provides to the Customer. Intrinsiq is entitled to adjust the Login Procedure at its own discretion and will inform the Customer of this in a timely manner.
The Customer is responsible for the Login Details and must handle these details with due care. Each individual User has its own Login Details that are personal to the individual User and may not be shared with or transferred to any other party or person, whether or not part of the Customer’s organisation. The Customer and Users must keep the Login Details completely confidential. The Customer is liable for any use of the Login Details by the Users. Customer is responsible for the compliance at all times of itself and its Users with all terms of these GT&C. Customer accepts liability for the applicable acts and omissions of its Users as if they were acts or omissions of Customer itself.

7. Rules of use

The Customer warrants that the Users will use the Services in accordance with these GT&C and applicable laws and regulations and will not use the Services for any acts and/or conduct that would expose Intrinsiq to negative publicity. The Customer is ultimately responsible for all information the Users add to or change in the Services.
The Customer shall promptly provide all information, documents, support and co-operation that may reasonably be required to enable Intrinsiq to carry out its Services and shall vouch for the correctness and completeness of the Customer Data, information, designs and specifications provided by or on behalf of the Customer;
The Customer shall not: (i) use or attempt to use the Services for any illegal or unlawful purpose or to infringe intellectual property rights belonging to third parties; (ii) use or attempt to use the Services in such a way that it disrupts Intrinsiq’s provision of the Services to third parties; (iii) access or attempt to access any part of the Services which the Customer is not authorised to access; (iv) access or attempt to access any part of the Services with automated means; (v) access, store, distribute, upload or transmit any virus, Trojan horse, worm or other electronically infected file or device; (vi) use any form of automated integration other than automated integration through APIs (application programming interfaces) that Intrinsiq provides; (vii) reverse engineer, decompile, copy, distribute, disseminate, sublicense, modify, translate, scan, adapt or otherwise modify and/or reproduce any software or other code or script forming part of or accessible through the Services or Website; (viii) use the Services for spreading or facilitating spam; and/or (ix) directly or indirectly disrupt or attempt to disrupt the functioning of all or any part of the infrastructure of Intrinsiq or of third parties or connections between them.
Intrinsiq provides the Services based on a fair use policy. This means that Intrinsiq generally imposes no restrictions on the nature and scope of the Customer’s use of the Services, other than as intended in these GT&C. Intrinsiq offers the Services for a quantity of information that it stores and the volume of data transport it realises, as can be expected on average in a big or medium-sized enterprise. Intrinsiq reserves the right to take measures if excessive use occurs, namely use that significantly exceeds a customer’s average use. The Customer must take immediate measures to end this excessive use after the first notice from Intrinsiq. Intrinsiq may suspend the Services if a persistently excessive burden occurs or is suspected. Intrinsiq may charge the Customer for the costs relating to this excessive burden at prices and rates effective that moment. Excessive burden also includes excessively high use of processing, memory, network, disk and storage capacity, as well as excessive use of support services and management services.
The Customer is responsible for the operation of its hardware and software, configuration, peripheral equipment and internet connection required for using the Services. The Customer is responsible for taking the necessary measures to protect its equipment, software, Login Details and telecommunications and internet connections against viruses, computer crimes and unauthorised third-party use.
For any actual or suspected misuse or other improper use of the Services or other violation of the provisions of these GT&C, Intrinsiq may, at its sole discretion and with immediate effect: (i) demand the Customer to temporarily or permanently remove all offensive data from its equipment, systems and/or servers (in the case of hosting); and/or (ii) temporarily or permanently restrict or block the Customer’s access to the Services or the use of the Services; (iii) discontinue or suspend all or part of its Services; (iv) terminate an Order; all notwithstanding the Customer’s obligation to pay the remaining Charges and without Intrinsiq being liable to compensate or indemnify the Customer.
The Customer is solely responsible for all decisions made, actions taken and failures to act based on its use of the Services that are the result of such use, and the Customer shall fully indemnify, defend and hold Intrinsiq harmless for any and all third-party claims in this respect, including for all costs, damages, government fines and other monetary enforcement actions as a result thereof.

8. Availability

Intrinsiq shall use reasonable efforts to ensure the availability of and access to the Services, although Intrinsiq does not guarantee that the Services will be uninterrupted or error free.
Notwithstanding Clause 8.1, Intrinsiq may, without prior notice, permanently or temporarily block or disable access to the Services or restrict its use to the extent this is reasonably necessary from time to time: (i) to perform preventive or regular maintenance or upgrade work; (ii) if an actual or suspected security breach occurs; and/or (iii) if another emergency occurs; all without the Customer being entitled to claim compensation from Intrinsiq.
Intrinsiq will make every effort to limit these measures to a minimum and, to the extent commercially feasible, inform the Customer in due time.

9. Support

During the Subscription Term, Intrinsiq will provide support for the use and functionality of the Services during Intrinsiq’s normal business hours or as otherwise agreed upon in writing. Only a User may request support, which includes the right to submit questions through the Services or per email or any chat functionality that Intrinsiq provides. The Customer agrees that Intrinsiq is entitled to access Customer Data for the purpose of providing support.
In the absence of further arrangements in this respect Customer shall further arrange, configure, parameterize, tune the Services itself, convert and upload any data and, if necessary, adapt the used equipment and user environment.

10. Customer Data

The Customer always remains the owner of the Customer Data and is solely responsible and liable for the content, accuracy, legality, reliability, integrity, and quality of the Customer Data and shall indemnify Intrinsiq from and against all costs, liabilities, damages and expenses arising out of any third-party claim that Intrinsiq’s use of any Customer Data infringes any third party’s rights, including but not limited to intellectual property rights. The Customer’s compliance with all applicable laws and regulations associated with the creation, retention and disposing of (computer-generated) data in each jurisdiction where the Customer uses the Services or transmits Customer Data through the Services is the Customer’s sole responsibility.
Intrinsiq shall use reasonable efforts to ensure that the Customer Data is protected against loss, damage or destruction; but cannot guarantee that no loss, damage or destruction of data will occur. Intrinsiq does not provide backup Services. Intrinsiq therefore advises the Customer to back up all data entered through the Services. Such backups should be stored outside the Services environment. Intrinsiq is not liable for the costs of (reproducing) mutilated, corrupt or lost data, nor for any (consequential) damages or loss of profit on the part of the Customer.
The parties acknowledge that Intrinsiq may utilize third-party (cloud) service providers for the storage, access, transfer, and processing of Intrinsiq Data and Customer Data. Intrinsiq shall use commercially reasonable industry standard security procedures for the transfer, transmission, storage, and accessing thereof.
Customer understands that Intrinsiq needs to use and analyse the Customer Data to perform its obligations and the Services under these GT&C. Intrinsiq may aggregate and/or anonymise Customer Data to create Intrinsiq Data and Intrinsiq shall be free during and after the Subscription Term of any Order to use Intrinsiq Data: (I) to further develop and improve the Services, ii) to create and publish business insights and (iii) for any other business purposes.

11. Personal data

Customer agrees that the Privacy Policy as published on the Website applies to any processing by Intrinsiq of the Customer’s personal data. The Customer hereby expressly consents to the Privacy Policy. Intrinsiq may amend the Privacy Policy occasionally and will give notice of the amendments. It is the Customer’s responsibility to review the Privacy Policy. The Customer’s use of the Services following such amendment will be regarded as the Customer’s acceptance of the revised Privacy Policy.
Intrinsiq may process personal data of Users and the Customer in order to set up and verify accounts, facilitate access to the Services and provide support. All such personal data will be processed by Intrinsiq as a data controller pursuant to the applicable data protection laws.
Subject to the personal data required by Intrinsiq for processing activities identified in Clause 11.2, Customer acknowledges that the Services are not meant to process personal data and Customer shall ensure that the Customer Data does not include personal data.
If required by applicable law, Intrinsiq and the Customer shall also enter into a data processing agreement.

12. Confidentiality

Neither party may disclose or use any Confidential Information received from the other party for any purpose other than that for which the Confidential Information has been disclosed and/or as may reasonably be necessary to enable each party to perform its obligations and exercise its rights. This also means that Intrinsiq may provide Confidential Information of the Customer to the Intrinsiq’s directors, Employees, agents, subcontractors and advisers.
Both parties will adopt all reasonable measures to comply with their confidentiality obligations and warrant that their Employees and third parties they hire will comply with these obligations.
The confidentiality obligations in this Clause do not apply to the extent that the Confidential Information: (i) was already in the possession of the receiving party before it was obtained from the disclosing party; (ii) was developed independently by the receiving party without using information or data of the disclosing party; (iii) is or will become publicly known or accessible other than through an act or omission of the receiving party; (iv) is disclosed by a third party to the receiving party without breaching an obligation of confidentiality towards the disclosing party; or (v) must be disclosed pursuant the law, a regulation, court order or a decision of a public authority, on condition that the receiving party makes every effort to limit the scope of that mandatory disclosure.

13. Intellectual property rights

All registered and unregistered copyrights, patents, trade name rights, trademarks, database rights, design rights, rights relating to confidential information and trade secrets and all other intellectual and industrial property rights, whether or not registered, and all similar rights to protect or information relating to the Website and Services are the exclusive property of Intrinsiq or its licensor(s). None of the provisions set out in these GT&C may be construed in such a way that it results in the full or partial transfer of those rights to the Customer.
Intrinsiq is entitled to use Customer’s trademarks, logos and name in its external communication.
The Customer may not fully or partially change, remove or make unrecognisable Intrinsiq’s intellectual property rights on the Website or Services. The Customer may not use or register any trademark, design, logo or domain name of Intrinsiq or any corresponding name or sign in any jurisdiction worldwide. Any use of Intrinsiq’s trademarks and other intellectual property and all goodwill arising from that use is for the benefit of Intrinsiq.
Intrinsiq shall indemnify Customer and hold them harmless from and against any and all claims and damages that arise in connection with any claim brought by any person alleging that the Services infringe the intellectual property rights or any other right of any person, provided that Customer notifies Intrinsiq of any such claim as soon as Customer becomes aware thereof and allow Intrinsiq to control the defence of such claim.
Intrinsiq is not liable, and shall not provide any indemnity, towards the Customer to the extent a claim is based on: (i) use of the Services in connection with data, equipment or software that Intrinsiq has not provided, where the Services in itself would not infringe or otherwise be the subject of the claim; (ii) incorrect or unauthorised use of the Services; (iii) use of the Services by or on behalf of the Customer contrary to these GT&C; (iv) an adjustment of the Services made by a natural person or legal entity other than Intrinsiq; or (v) Intrinsiq’s compliance with the Customer’s express instructions. The Customer will indemnify, defend and hold Intrinsiq harmless against claims brought directly against Intrinsiq as described in paragraphs (i) up to and including (v) of this Clause.

14. Liability

In no event shall Intrinsiq’s liability under these GT&C or any Order, including under any indemnity, exceed the aggregate amount paid or payable by Customer under the relevant Order during the twelve (12) months prior to the event giving rise to the claim, whether in contract, tort, under any warranty, or any other theory of liability.
To the maximum extent permitted by applicable law, Intrinsiq shall not be liable for any indirect, consequential, incidental, special, punitive or exemplary loss or damages or for any loss or damage to data, arising out of or in connection with these GT&C or any Order, even apprised of the possibility or likelihood of such damages occurring.
Nothing in these GT&C excludes or limits the liability of either party for (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) damages caused by gross negligence or wilful intent; or (iv) damages which cannot be excluded or limited by applicable law.

15. Free Trial / Beta Services

The Services’ use during the Free Trial or Beta Services will be restricted to non-productive evaluation use. Customer agrees and acknowledges that in connection with the Free Trial or Beta Services: (1) no Charges will apply; (2) the Services are provided ‘as-is’ and no warranty obligations of Intrinsiq will apply, and (3) Customer may terminate the Free Trial and Beta Services and all of its rights hereunder at any time by providing Intrinsiq written notice thereof.
Customer assumes all risks associated with its use of the Free Trial or Beta Services. Intrinsiq shall not be liable to Customer for any damages as a result of failing to perform (any part of) the Free Trial or Beta Services or damages arising out of Customer’s use of the Free Trial or Beta Services.
By opting-in to use Beta Services, Customer agrees to provide feedback regarding its experience with the Beta Services, upon Intrinsiq’s reasonable request. If, at any time and for any reason, Customer chooses to opt-out of our communications regarding the Beta Services, Customer acknowledges and agrees that Intrinsiq may terminate Customer’s use of the Beta Services.

16. Force majeure

Intrinsiq shall not be in breach of these GT&C or any Order nor liable for delay in performing, or failure to perform, any of its obligations thereunder if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Intrinsiq or any other party), failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, compliance with any law or governmental order, rule, regulation or direction, fire, flood or storm. In such circumstances Intrinsiq (i) shall use reasonable efforts which are consistent with accepted practices in the industry to resume performance as soon as practicable under the circumstances, and; (ii) shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three (3) months, either party may terminate the affected Order(s) by giving thirty (30) days’ written notice to the other party.

17. Miscellaneous

Intrinsiq may sublicense, transfer, novate, assign, charge, outsource or subcontract the performance of its rights and/or obligations under these GT&C and any Order.
If any provision these GT&C is fully or partially void, nullified or contrary to the law, these GT&C will remain in full force and effect and such provisions will be interpreted and enforced as closely as to the intention of parties.
Intrinsiq’s failure to exercise or delay in exercising any right under these GT&C in respect of the Customer, shall not constitute a waiver of such rights.
Any amendment or waiver of any provision and any waiver of any default under these GT&C or any Order shall only be effective if made in writing and signed by Parties subject to the provisions as set out in these GT&C or relevant Order.
For the duration of the Subscription Term and for a period of two (2) years thereafter, parties shall not directly or indirectly approach the other party’s Employees, in order to induce them to end their relationship with the other party and subsequently directly or indirectly carry out work for itself, its affiliates or any other person or legal entity.
The mere lapse of a date or agreed time frame for performance of the Service shall not automatically constitute a default under these GT&C or the relevant Order.
No failure or delay by a party in exercising any right or remedy provided by law or under these GT&C or any Order shall impair the right or remedy, or operate as a waiver or variation of it, or preclude its exercise at any subsequent time. No single or partial exercise of any right or remedy shall preclude any further exercise of the right or remedy or the exercise of any other right or remedy.
These GT&C constitute the entire arrangements between the parties and supersedes all prior and/or simultaneous written and oral negotiations, understandings and agreements between the parties with respect to the subject matter thereof, including any specific advertising or sales material of Intrinsiq.

18. Applicable law and disputes

These GT&C and any Order are exclusively governed by and construed in accordance with the laws of The Netherlands, excluding its conflicts of law and the Convention on Contracts for the International Sale of Goods (CISG).
Parties agree that any dispute should primarily be solved by discussions between the parties. The parties shall in a co-operative and responsible manner seek to solve any issue, taking into account the legitimate interests of the other party.
Only if disputes cannot be resolved amicably by the Parties, either party shall be entitled to bring the dispute before the competent court of Amsterdam, the Netherlands.