Service terms of use

Service terms of use

Last updated: 01 January 2023

For US customers and users: SaaS agreement US

General information

These terms of use (“Terms of Use”) constitute a legal agreement between idloom SA, a company incorporated and existing under the laws of Belgium, with its registered office at Drève Richelle 161L/76, 1410 Waterloo, Belgium, and registered with the BCE (Crossroads Bank for Enterprises) under company number BE 0639.967.792 (“idloom”) and you (“Customer”, “you”, your”), governing your access to and use of the “idloom.events” online platform www.idloom.com/events supporting the creation of online registration for events, conferences and associated accommodations, the management of participants, payment tracking, badging production and/or the “idloom.wall” online platform www.idloom.com/en/wall supporting the creation of a community of members and securely sharing content, collaborating on projects, and interacting and/or the “idloom.passport” online add-on www.idloom.com/en/passport supporting the management of certification and training programs, working on the contacts database with segmentation and email campaigns, and a series of useful services connected with the use of the platforms, including any custom developments (“Service”) as selected upon subscribing to the Service or as indicated in the financial proposal. The Service may be used through a free subscription (Freemium) or through a paid subscription.

These Terms of Use will apply and bind you as of

•  Your active checking of the “I accept the Service terms of use, Privacy notice, and the Data Processing Agreement (DPA)” button and by clicking the “Start” button when you sign up for the free subscription or the paid subscription in the event you would directly sign up for the Service via idloom’s website; or
• Your signing of the financial proposal in which these Terms of Use are incorporated (as a link), in the event idloom would have entered into such financial proposal with you.

If you do not agree to the Terms of Use, you cannot use the Service.

In the event you would have received and signed a financial proposal from idloom in which these Terms of Use are incorporated, you acknowledge and agree that, in the event of contradictions or other conflicts between these Terms of Use and such financial proposal, the terms of these Terms of Use will always prevail over the terms of such financial proposal, unless explicitly otherwise provided for in these Terms of Use or unless such financial proposal explicitly deviates from these Terms of Use by referring to the concerned provision.

1.     Acknowledgments

1. The Service is only offered to natural or legal persons accessing and using the Service for business purposes and not to consumers. If you are a consumer, you may not access and use the Service. If the Customer is a legal person, it remains exclusively responsible for the compliance of its affiliates that it has authorized to use the Service.
2. The Terms of Use apply to the Service, including any updates or supplements of the Service, unless they would come with separate terms, in which case those terms shall apply.
3. The Service may contain links to third-party websites. idloom makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of any such third party website. idloom recommends that you consult the third party’s website terms and conditions and privacy policy prior to using the third party website.
4. For the avoidance of doubt, if you are a US customer, your use of the Service is not covered by these Terms of Use and the associated data processing agreement but requires the conclusion of a SaaS agreement with idloom Inc.

2. Right to use

1. Subject to subscribing to the Service and abiding by the Terms of Use, idloom grants you and your affiliates a non-transferable, non-sublicensable, limited and revocable right to access and use to the Service and related materials in accordance with the features belonging to the selected price plan.
2. Except as expressly set out in the Terms of Use, you shall:

• not distribute, rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Service or the underlying software in the Service or use the same for the benefit of any third party;
• refrain from providing access to or making available the Service, in whole or in part (including object and source code), in any form to any third party without prior written consent from idloom; it being specified that you will be responsible for the access codes and passwords supplied for the use of the Service;
• not copy any materials included in the Service except where such copying is incidental to normal use of the Service, or where it is necessary for the purpose of back-up or operational security;
• not disassemble, decompile, reverse-engineer or create derivative works based on the Service;
• not use the Service in any unlawful or fraudulent manner, for any unlawful purpose or in any manner inconsistent with the Terms of Use; and
• not use the Service in a way that could damage, disable, overburden, impair or compromise idloom’s systems or security or interfere with idloom’s customers.

3. Payment terms

1. The subscription fees as mentioned on our website https://revamp.idloom.com (“Subscription Fees”) are invoiced on a monthly basis in advance, unless otherwise agreed on in the financial proposal. Invoices are exclusive of any applicable taxes, which shall be added at the rate applicable on the day of provision of the invoice. You waive the right to receive paper invoices. All invoices are payable within 7 days of their issue date (invoice date), unless another payment term is agreed on in the financial proposal.
2. You may negotiate a financial advantage when opting to use the Service on the basis of a firm commitment to a volume and usage period by paying in advance for the entirety of the Service ordered at the time of signing the contract, which will then be included in the financial proposal.
3. Expiry of the payment term automatically results in notification of non-payment and constitutes the start date for the calculation of late payment interest at the legal applicable late payment interest rate. In addition to a late payment interest, failure to pay by the due date shall incur a fixed-rate compensation of 15% of the principal sum unpaid.
4. idloom is entitled to change the Subscription Fees if there is a valid reason to do so upon giving 60 days’ prior written notice. Within this period, you are entitled to immediately terminate the Terms of Use if you do not agree with the new Subscription Fees. If you continue to use the Service after expiry of this 60 days’ notice period, you will be deemed to have accepted the new Subscription Fees.

4. Confidential Information

1. “Confidential Information” means all confidential information disclosed by a party or its representatives to the other party in connection with the Service, including but not limited to any information that would be regarded as confidential by a reasonable business person, any information developed by the parties in the course of carrying out these Terms of Use or providing the Service, and the data and content inputted by the Customer for the purpose of using the Service.
2. Each party shall keep the other party’s Confidential Information secret and confidential.
3. Neither party shall disclose the Confidential Information to third parties, except that a party may disclose the Confidential Information to its affiliates, contractors or employees (“Representatives”) who need to know such Confidential Information for the purpose of exercising the rights and obligations under the Terms of Use or for the purpose of the provision of the Service, provided that that party informs such Representatives of the confidential nature of the Confidential Information before disclosure and it is responsible for such Representatives’ compliance with the confidentiality obligations as set out in this clause.
4. A party may also disclose Confidential Information to the extent such is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction.
5. Certain Confidential Information provided shall be copied for back-up purposes only and archived until the closure of the Customer account, as described in Point 10.5 of these Terms of Use. Access to our archives is monitored, protected and subject to approval in return for an additional charge levied for all consultation of this data.
6. On termination of the Terms of Use, each party shall destroy all documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information.

5. Your content

1. You are and remain responsible for the content that you submit. You warrant that you have or have obtained all necessary rights or permissions to submit your content to the Service.
2. We do not claim any ownership rights in the content that you have submitted and we do not assume any responsibility or liability for said content.
3. You agree that idloom may access and use the content that you submit to the Service for the purpose of offering the Service.

6. Intellectual property rights

1. You acknowledge and agree that idloom and/or its licensors exclusively own all intellectual property rights in the Service and all related materials, including in any Custom Developments. Except as expressly stated herein, these Terms of Use do not grant you any rights to any patents, copyright, software, database right, trade secret, trade names, trademarks, logos, designs or any other rights or licenses in respect of the Service and related materials.
2. You shall not infringe idloom’s intellectual property rights or those of any third party in relation to the use of the Service.
3. You agree that the trade name, logo and/or trade mark of your organization, if applicable, may be displayed within the Service.
4. You shall refrain from submitting any material to the Service that infringes upon the intellectual property rights of third parties, and agree to indemnify, defend, and hold idloom harmless from and against all claims, losses, liabilities, expenses, damages and costs, arising from or relating to the material you submitted to the Service, or any violation of the Terms of Use, any law or the rights of any third party.

7. Data protection

1. Idloom cares about privacy and protection of personal information. Please read the Privacy notice and the Data Processing Agreement (DPA) carefully, which are incorporated into the Services terms of use by reference and applies to your use of the services.

8. No warranties

1. You expressly acknowledge that the use of the Service is at your sole risk and the entire risk as to the satisfactory quality, accuracy, completeness, currency, correctness, reliability, integrity, performance, quality, fitness for purpose or originality of any content or service provided through the Service is with you. To the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded and idloom accepts no liability for any loss or damage of any kind incurred as a result of you or anyone else using the Service. No oral or written information or advice given by idloom shall create a warranty.
2. In particular, idloom cannot guarantee the continuous, uninterrupted or error-free operability of the Service. There may be times when certain features, parts, content of the Service become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you.
3. You must at all times keep and maintain up-to-date databases separate from the Website as back-ups of all data contained thereon and you must not use the Website as a primary source of this data.
4. You agree that idloom will not be liable to you or to any third-party, subject to the liability terms set out in these Terms of Use, for any unavailability, modification, suspension or withdrawal of the Service, or any features, parts or content on the Service.

9. Liability

1. When using the Service, you acknowledge and agree to taking sole responsibility for the management and organisation of your events and/or your intranet / extranet and/or your certifications / training & examination / emailing, for the content submitted or published and for the results obtained from the use of the Service. idloom shall have no liability for any damage caused by any Customer content you have provided in connection with the Service, nor for the cancellation and refund for events.
2. You shall indemnify, defend and hold idloom harmless from and against all claims, losses, liabilities, expenses, damages and any other costs, arising from or relating to the use of the Service or any violation of the Terms of Use, any law or the rights of any third party.
3. idloom shall not be liable for any incidental, special, indirect or consequential damages whatsoever, including, without limitation damages for loss of profits, loss of data, loss of business, business interruption, loss of business opportunity or any other commercial damages or losses arising out of or related to your use of or inability to use the Service.
4. idloom’s total aggregate liability arising out of or related to the Terms of Use shall in any event not exceed (i) 250 EUR in the event of a free subscription and (ii) the Subscription Fees paid by the Customer during the twelve (12) months immediately preceding the occurrence of the event giving rise to idloom’s liability in the event of a paid subscription.
5. Nothing in these Terms of Use shall limit or exclude idloom’s liability for (i) fraud, wilful misconduct or gross negligence, and (ii) any other liability that cannot be excluded or limited by applicable law.
6. In case of force majeure, neither party shall be held responsible vis-à-vis the other party for the non-execution or late execution of an obligation under the Terms of Use arising from the occurrence of a case of force majeure.

10. Suspension and termination

1. These Terms of Use shall become effective on the date of acceptance by you and shall, unless otherwise terminated in accordance with the provisions of these Terms of Use, continue in effect for an indefinite term.
2. idloom may, from time to time, temporarily suspend the operation of the Service (in whole or in part) for repair or maintenance work or in order to update or upgrade any contents, features or functionality. Where reasonably practicable, idloom will provide you with prior notice hereof.
3. If you have breached your obligations under these Terms of Use, idloom may take any of the following actions as it deems appropriate: (i) issue of a warning to you; (ii) immediate, temporary or permanent removal of any content submitted by you; (iii) immediate, temporary or permanent withdrawal of your right to use the Service; and (iv) legal proceedings against you for reimbursement of all recoverable loss and damage resulting from the breach; (v) disclosure of all relevant information to law enforcement authorities as we reasonably feel is necessary; and/or (vi) termination of these Terms of Use, without prior notice, without court intervention and without any compensation being due.
4. Notwithstanding the foregoing, both parties may terminate the subscription for convenience without court intervention and without any compensation being due upon prior written notice (which can be an e-mail with proof of receipt) of one (1) month, unless the financial proposal contains a minimum contract duration (or pre-payment of a longer subscription period) before which the subscription cannot be terminated. The Customer shall send such written notice to subscription@idloom.com and info@idloom.com.
5. Upon the expiration of the original contractual term, unless an effective end date is specified, the same subscription plan and term shall be automatically renewed for a term equal to the original contractual commitment (as defined in a signed proposal, or in the case of a monthly subscription plan, one month). During any renewal term of subscription/licenses, the terms, conditions and provisions set forth in this Agreement shall remain in effect.
6. In case of termination or expiry of a paid subscription, the Customer account will be automatically downgraded to a freemium subscription. After one (1) year of inactivity on the freemium version, the Customer account will be closed unless the Customer would request the immediate closure, it being specified that the Terms of Use will remain applicable until the closure of the Customer account.
7. Upon termination for any reason, all rights granted to you under these Terms of Use shall immediately terminate. Any rights or remedies that have accrued up to the date of termination shall not be affected by the termination of the Terms of Use.
8. You acknowledge that, upon termination for any reason, any advance payments done by you for the Service will not be refunded by idloom (and any advance payments agreed upon between the parties but not yet paid by you will become immediately payable).

 11. Custom Developments

1. Upon your request, idloom may provide custom development and personalisation services as part of the Service, i.e., any development or set up of the platform outside of idloom’s standard product offering and requiring additional customisation work from idloom ("Custom Developments”). If you desire such Custom Developments, you must pay idloom’s applicable standard fees, unless otherwise agreed in writing.
2. You must perform acceptance tests with respect to any Custom Developments requested prior to the “go live” of these Custom Developments. The “go live” can only take place after you have tested and accepted the Custom Developments developed by idloom.
   Custom Developments will not be considered accepted until you have properly tested the feature and the entire registration process impacted by these Custom Developments, and confirmed your acceptance of the Custom Developments in writing to idloom.
3. Unless otherwise provided in these Terms of Use and to the extent permitted under applicable law, idloom shall not be liable for any claims, losses, liabilities, expenses, damages and any other costs, arising from or relating to the use of the Custom Developments.

12. Miscellaneous

1. All disputes relating to the interpretation, execution or termination of these Terms of Use shall come under the jurisdiction of the French-speaking Brussels enterprise courts. Belgian law alone shall be applicable.
2. Each of the parties elects domicile at the address indicated where all communication, service or notification of judicial or non-judicial documents may validly be made.
3. The possible invalidity of one or more clauses of the Terms of Use shall not result in the invalidity or impairment of the other clauses. The parties shall endeavor to replace the null or non-executable clause with a valid and achievable clause having an equivalent economic and financial effect.
4. A delay or failure to exercise any right or remedy under these Terms of Use shall not constitute a waiver of that right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
5. The rights and obligations under these Terms of Use cannot be assigned by idloom or the Customer to a third party without the prior written consent of the other party, except that idloom is entitled to assign its rights and obligations under these Terms of Use to another organization affiliated to idloom.
6. idloom reserves the right to change these Terms of Use if there is valid reason to do so upon giving 60 day’s prior written notice. Within this period, you are entitled to immediately terminate the Terms of Use if you do not agree with the amended Terms of Use. If you continue to use the Service after expiry of this 60 days’ notice period, you will be deemed to have accepted the amended Terms of Use.

Legal information

For idloom websites:

• Website terms of use
• Privacy notice

For idloom services:

• Service terms of use
• Data Processing Agreement (DPA)

For US customers and users:

• SAAS agreement for US