iDeals Board Terms of Service
These iDeals Board Terms of Services (“Terms of Services”) are entered into as of the date set forth in the iDeals Board Order (“Order”), by and between the Client and the respective iDeals legal entity indicated in the Order (“iDeals”). The Client and iDeals is separately referred to as a Party, and together, are referred to as the Parties.
1.1. iDeals Board means iDeals Board software developed and operated by iDeals which is located at the website: https://www.idealsboard.com. iDeals provides iDeals Board Services (“Services”) that include usage of iDeals Board and associated services. Services include, but are not limited to, the following functionalities: management of all meetings and matters (agenda, meeting documents, minutes, presentations, reports); management of meetings calendar for multiple governance bodies; on-site or remote participation and voting at meetings.
1.2. Services are provided in accordance with the Terms of Services and the respective Order that constitute the entire Agreement between iDeals and the Client and supersede and replace any prior or contemporaneous understandings and agreements regarding the subject matter hereof.
1.3. iDeals may provide updates, modifications, or enhancements to Services as they become available during the validity period of the Agreement. Such updates and upgrades shall be provided to the Client at no additional charge.
1.4. iDeals shall use commercially reasonable efforts to respond to any support issue reported by the Client within a reasonable period of time. The support services provided by iDeals do not include any support for issues arising from:
- the use of iDeals Board in a manner not authorized by the Agreement;
- use of iDeals Board in conjunction with any hardware or software not provided or authorized by iDeals;
- any defect in or failure of the Client’s hardware or software, or any other equipment or system used in connection with iDeals Board;
- use of the iDeals Board by anyone other than the Client or its authorized Users;
- Force Majeure events beyond iDeals’ reasonable control.
1.5. iDeals is under no obligation to provide updates, modifications, or enhancements to the Service or to continue providing any aspect or portion of the Service in the future. The Client acknowledges and agrees that iDeals may, at its sole discretion, change any aspect of a Service or discontinue a Service without notice. However, iDeals will make commercially reasonable efforts to notify the Client in advance of any material changes or discontinuation of a Service that may adversely affect the Client’s use of the Service.
1.6. iDeals shall be entitled to change the scope and cost of the Services upon expiration of the Initial Subscription Term specified in the Order. In this case, iDeals will contact the Client at least 30 days in advance with a proposal to sign an amendment agreement to the Order to capture new terms and conditions of the Services provision. The Client will have 30 days to accept or refuse new terms and conditions of the Services provision.
2. iDeals Board setup
2.1. In order to use and engage in the Services, the Client needs to complete a registration process by providing precise, current and accurate information.
2.2. iDeals shall provide a link to the Client to activate their account and set up a personal and confidential password.
2.4. iDeals shall not be liable for actions of the User with Administrator role or any other User.
2.5. At the beginning of usage of iDeals Board each User is required to set up a personal confidential password and keep it secure throughout the period of iDeals Board usage. User login and password are confidential and must be used solely for accessing iDeals Board. Users are obliged to keep the password secure throughout the period of iDeals Board usage.
2.6. To use iDeals Board on a mobile or tablet device, the Users must previously install the iDeals Board mobile application (the app is available for download at no additional cost on Apple’s AppStore or Google Play). iDeals will periodically upgrade the application on AppStore or Google Play. To utilize the latest version of the application, Users are advised to use Automatic Updates or to check for updates.
2.7. The User shall be responsible for any actions or activities that occur under own account, regardless of whether they were authorized or not, and shall immediately notify iDeals of any unauthorized use thereof.
3. iDeals Board Usage
3.1. The Client and its Users shall:
3.1.1. have to provide valid credentials and to maintain the security of their login information. Users must not share their login information with unauthorized third parties;
3.1.2. not attempt to access, probe, or scan any system or network that hosts iDeals Board, or attempt to bypass any security or authentication measures put in place by iDeals. Any security assessments must be expressly permitted by iDeals;
3.1.3. not use Services to violate any laws or regulations, or engage in any activity that is harmful or illegal. Any use of Services for illegal or unethical purposes is strictly prohibited;
3.1.4. not upload and distribute by means of iDeals Board any files, which content violates the applicable laws and regulation or rights of any third party;
3.1.5. not overload or attempt to overload iDeals Board infrastructure by imposing an unreasonably heavy load on the system consuming extraordinary resources such as CPUs, memory, disk space, bandwidth, etc. Users must use iDeals Board within the parameters specified in its corresponding documentation;
3.1.6. immediately report any security incidents or suspected incidents to the provider immediately. The Client must cooperate with any investigations into security incidents and provide all necessary information to resolve any issues;
3.1.7. not copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of iDeals Board in any form or media or by any means;
3.1.8. not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make iDeals Board available to any third parties other than the Users;
3.1.9. not attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of iDeals Board;
3.1.10. not access all or any part of iDeals Board in order to build a product or service which competes with Services.
4. Client Data
4.1. The Client is solely responsible for any information, data, content, or materials that are provided, uploaded, or submitted by the Client or its Users (“Client Data”) to iDeals Board and any consequences that may arise from sharing or publishing such content with others. Please note that iDeals cannot be held responsible for the results of sharing or posting any personal or other information on iDeals Board.
4.2. The Client also grants iDeals a perpetual, non-exclusive, worldwide, royalty-free, sub-licensable license to use, edit, copy, modify, transmit, remove, display, publish, distribute, create derivative works of, host, index, cache, tag, encode, modify and adapt Client Data as it could be necessary for the purpose of providing Services.
4.3. The Client and Users shall be responsible for ensuring confidentiality of their respective User credentials. In no event, besides willful misconduct, iDeals shall be liable for a breach of confidentiality provisions to the extent such breach is a result of the Client or a User failing to maintain the confidentiality of its User credentials or other failing to fulfil its security and confidentiality obligations.
4.4. iDeals follows a strict access control policy and only authorised personnel can access the Client Data based on their role and to ensure business continuity. The Support access is disabled by default and can be granted by the Client and revoked at any time through the user management settings in the iDeals Board.
4.5. The Client Data will be stored until the Agreement is expired or terminated. Upon expiration or termination, iDeals will retain the Client Data and records for a period of 30 calendar days after the termination or expiration date. During this retention period, the Client may request access to the Client Data and records.
Following the retention period, the Company shall securely delete all of the Client Data and records in a manner that ensures data confidentiality and compliance with applicable data protection laws. The Client acknowledges that any data not retrieved within the retention period may be permanently deleted and unrecoverable.
4.6. iDeals may analyze Client Data for personalization (e.g. full text search), quality improvement and technical optimization of its products and services using various techniques. This analysis will be performed within iDeals secure perimeter, and will only be used for the purposes stated in this clause.
4.7. iDeals has appointed subprocessors for the purpose of providing data hosting and security services. Client acknowledges and agrees that subprocessors may process Client Data in accordance with the terms and conditions of the Agreement, and any Order. iDeals’ agreements with its subprocessors impose data protection-related processing terms and conditions on such subprocessors that are no less protective than the terms and conditions imposed on iDeals in the Agreement
5.1. Confidential Information means any and all information disclosed by or at the direction of either Party to the other in connection with the provision or use of the Services under the Agreement, irrespective of any confidentiality requirement from a disclosing Party, presence or absence of the confidentiality label on the information, form of the information, or its content.
5.2. Confidential information shall not include any materials or information which the receiving Party shows:
a) was known to it prior to the information’s disclosure in connection with the provision or use of the Services;
b) is or becomes generally available to the public through no act or default on the part of the receiving Party, its employees and subcontractors;
c) was rightfully received from a third party under no contractual, legal or fiduciary obligation to keep such information confidential;
d) was independently developed by the receiving Party, without the use of any Confidential Information; or
e) is required to be disclosed pursuant to, or by, any applicable laws, rules, regulation, court order or other legal process, provided that the receiving Party shall, promptly getting informed that such disclosure is required, give written notice of such disclosure to the disclosing Party.
5.3. Both Parties shall use reasonable measures to protect the Confidential Information of the other Party. Neither Party will at any time without the prior written consent of the other Party publish, disseminate, duplicate or use, directly or indirectly, Confidential Information of the other Party for any purposes other than to fulfill its obligations under the Agreement. Neither Party will disclose, in whole or in part, the other Party’s Confidential Information to any person, except to Users, employees or subcontractors in accordance with the Authorized Purpose. Eech Party will ensure that its employees and subcontractors are under obligations of confidentiality which are no less onerous than those contained in this Agreement including, but not limited to, the use of the Confidential Information for the Authorised Purpose only.
5.4. iDeals shall hold all of the Confidential Information of the Client in strict confidence during the validity term of the Agreement and 3 years after its termination.
6. Disclaimers and Warranties
6.1. iDeals Board is provided “as is” and iDeals shall disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.
6.2. iDeals does not warrant that iDeals Board will be error free; nor does iDeals make any warranty as to the results that may be obtained from the use of the iDeals Board.
6.3. iDeals shall maintain security and confidentiality of the Client Data entrusted to it for the purposes of the Services.
6.4. iDeals represents and warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under the Agreement.
6.5. iDeals represents and warrants that the execution of the Agreement does not and will not violate any applicable law, regulation, a decision of any governmental and judicial authority or third party rights in any respect.
6.6. iDeals shall use all reasonable efforts consistent with prevailing industry standards to maintain iDeals Board in a manner which minimizes errors and interruptions in iDeals Board. iDeals Board may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond iDeals’ reasonable control, but iDeals shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
6.7. The undertaking in this section shall not apply to the extent of any non-conformance which is caused by use of iDeals Board contrary to iDeals’ instructions, or modification or alteration of iDeals Board by any party other than iDeals or iDeals’ duly authorized representatives. If iDeals Board does not conform with the foregoing undertaking, iDeals will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out herein.
7. Client’s Representations
7.1. The Client shall represent and warrant that:
7.1.1. the Client has all necessary right in and to the Client Data to be provided to iDeals and/or uploaded to iDeals Board;
7.1.2. the execution and performance of the Agreement by the Client does not and will not violate any applicable law, regulation, a decision of any governmental and judicial authority or third party rights in any respect;
7.1.3. neither the Client, nor any of its Affiliates, shareholders, directors, officers, employees, representatives, and Users, is a person, or is owned or controlled by a person that is (i) located in any jurisdiction in which the provision of the Services or other components is prohibited under any applicable laws or regulations, including, without limitation, a country or territory that is subject to comprehensive trade sanctions (including, without limitation Russia, Cuba, Iran, North Korea, Syria or parts of Ukraine temporary occupied by Russia); (ii) the subject of any Sanctions, (iii) engaged in any activities that could trigger a designation under Sanctions, or (iv) employs, uses, procures or subcontracts any workers or labour originating from or attributable to countries that are currently under the Sanctions;
For the purpose of these Terms of Services:
“Sanctions” means any economic or financial sanctions or trade embargoes implemented, administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Departments of State or Commerce or any other US government authority, the United Nations Security Council, the European Union, His Majesty’s Treasury, Switzerland or other such Sanctions authority in a jurisdiction of relevance to the Agreement;
b) “Affiliate(s)” means any other entity that directly or indirectly controls, is controlled by or is under common control with a Party.
c) “Control” means the possession, directly or indirectly, as well as the powers to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, or by contract or otherwise.
7.1.5. the Client network and systems comply with the relevant specifications provided by iDeals from time to time;
7.1.6. the Client complies with all applicable laws and regulations with respect to its activities under the Agreement.
8.1. The Client shall pay to iDeals the subscription fees according to the terms and conditions of the Order.
8.2. The payments for subscription fees can be made by payment card of international card organizations or by wire transfer.
8.3. By choosing payment card as a payment method in the Order, the Client hereby authorizes iDeals to charge its account as per invoicing schedule.
The Client may revoke its authorization to iDeals’ auto-charging its account by sending email at: firstname.lastname@example.org.
8.4. The Client acknowledges and agrees that check payments will not be accepted. All payments must be made through accepted electronic payment methods, as specified in this section.
8.5. The Client may increase the number of iDeals Board User Licenses at any time. The Fee for iDeals Board User License could be different from the fees specified in the Order and must be specified at the moment of purchase. The total number of licenses is calculated based on the combined number of “Active” and “Pending” Users in the Client’s account. iDeals will check the User count every month to ensure compliance with the agreed-upon license limits. Any increase in licenses during a month will be pro-rated based on the total term of the Agreement and invoiced at the end of that month. Decreasing the number of iDeals Board User Licenses shall not be a ground for refund. Upgrading a license shall not extend or shorten the original term of the Agreement.
8.6. iDeals will continue to charge the Client for the use of iDeals Board until the expiration of the subscription or termination of the Agreement.
8.7. All bank commissions, fees and charges related to the payment shall be paid by the Client.
8.8. Amounts payable by the Client under the Order are exclusive of all applicable taxes. The Client shall be responsible for all applicable sales, use, value-added, withholding and similar taxes imposed by any governmental entity based on the Services, except for taxes based on iDeals’ net income. If applicable law requires the Client to withhold amounts on payments owed to iDeals pursuant to the Order, the Client shall (i) effect such withholding and remit such amounts to the appropriate taxing authorities, and (ii) ensure that, after such deduction or withholding, iDeals receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount iDeals would have received and retained in the absence of such required deduction or withholding.
8.9. iDeals may charge interest on overdue payments (whether before or after any court judgment) in the amount of 0,1% from the overdue amount for each day of delay, starting after 10 days from the moment such delay occurred.
If iDeals Solutions Germany GmbH (company number: HRB266802) is the Party to the Agreement on the iDeals side as indicated in the Order then the interest charged on overdue payment cannot exceed the default interest of 5 percentage points above basic interest rate per year for consumers, and for entrepreneurs (in the meaning of Section 14 of the German Commercial Code) up to a maximum default interest of 8 percentage points above the basic interest rate. The right to claim higher compensation for losses arising from overdue payments is hereby reserved.
8.10. If the Client still has overdue payments, iDeals shall have the right to refer the Client’s debt to a debt collection agency.
8.11. The Billing Contact specified in the Order is authorized to receive all invoices and communication related to invoicing that will be sent by iDeals to the Client. Any invoice, communication or notice sent to the contact person shall be deemed as received by the Client. The Client shall promptly update iDeals on any change of the above details by sending a written notice to email@example.com.
8.12. In any case, the subscription fees indicated in the Order and paid by the Client to iDeals are not refundable.
8.13. iDeals reserves the right to increase the fees for providing Services automatically and unilaterally in the amount of the inflation rate at the end of the Subscription Term or additional annual Term, notifying the Client of such increase in advance by (30) days prior written notice to the Billing Contact.
9.1. iDeals owns and shall retain all right, title, and interest in and to iDeals Board, all technical and operational components thereof, including without limitation all related applications, user interface designs, processes, methods, know-how and other work tools, software and source code, and any and all future enhancements or modifications thereto, and all intellectual property rights therein.
9.2. iDeals shall not grant license or other authorisation of its copyrightable material, trademarks, service marks or other intellectual property to Client or its Users other than as provided in the Agreement.
9.3. Neither Client nor the Users shall attempt to reverse compile, reverse engineer or disassemble, duplicate, modify, distribute or otherwise commercially exploit any element of iDeals Board, modify or make derivative works based upon iDeals Board or use iDeals Board in any manner incompatible with the terms and conditions of the Agreement.
10.1. iDeals shall indemnify, defend and hold harmless the Client, its directors, officers, employees and shareholders from and against any and all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys’ fees) arising from or relating to any claim that iDeals Board infringes any intellectual property right of a third party. iDeals shall not be liable in case such claim is based on any modification of iDeals Board conducted by or on behalf of the Client or any User.
10.2. The Client shall indemnify, defend and hold harmless iDeals, its directors, officers, employees and shareholders from and against any and all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys’ fees) arising from or relating to (i) any material breach by the Client of the Agreement, including without limitation any breach of its representations, or (ii) any use of the data by the Client and Users in violation of the intellectual property, privacy or other proprietary rights of any third party or in violation of any applicable laws, rules and/or ordinances.
10.3. The indemnifying Party shall notify in writing the other Party promptly, but in any event no later than within 30 days of becoming aware of any such action, claim or proceeding and shall cooperate fully with the indemnifying Party in the defence of any such claim. The indemnifying Party shall have sole control of the defence of any such action and all negotiations for its settlement or compromise, provided that such settlement or compromise shall not interfere with iDeals’ provision of the Services. The indemnified Party shall make no admission of liability or settle any claim without the prior written agreement of the indemnifying Party.
11. Limitation of liability
11.1. iDeals shall not be liable in respect for any damages, losses or expenses if caused by the acts or omissions of the Client, including any failure to observe iDeals’ rules or directions regarding the use of iDeals Board or any other failure to comply with its obligations under this Agreement.
11.2. While iDeals shall use all reasonable efforts to ensure that iDeals Board are available at all times, the Parties acknowledge that given the nature of the Internet and the technology involved iDeals is not responsible for any delays, disruptions or other malfunctions in the Services caused by factors beyond its reasonable control, including problems with the public internet or the Client’s computer systems, the acts and omissions of third parties (such as Internet providers, Client’s mail service providers, Internet browser developers etc.).
11.3. iDeals shall not be liable to the Client and/or to any third parties for any loss of profit, loss of revenue, loss of business, loss of data, loss of contract and for any indirect, incidental, consequential, special or exemplary damages arising of the use of iDeals Board or third party software integrated with iDeals Board, even if iDeals has been advised of the possibility of such damages and in no event will the entire liability of iDeals under this Agreement exceed, in the aggregate, the total amount of fees paid or becoming due under the Agreement in the 12 month period immediately preceding the event giving rise to such liability.
11.4. These limitations apply regardless of the basis on which iDeals’ liability arises, whether in contract, tort (including negligence), in equity, under law or on any other basis.
11.5. No action, regardless of form, arising out of or related to the Agreement may be brought by the Client more than 12 months after the cause of action first arose.
11.6. Notwithstanding the foregoing, iDeals is 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 the Client acknowledges that iDeals Board may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
11.7. If iDeals Solutions Germany GmbH (company number: HRB266802) is the Party to the Agreement on the iDeals side as indicated in the Order then the limitation of liability terms below will be applicable:
The liability of iDeals to the Client shall be unlimited only in the case of intentional and grossly negligent breaches of obligations by iDeals, its legal representatives and its agents, in case of fraudulent concealment of defects as well as for injuries to life, body or health, in case of warranty or in case of legally mandatory liability cases.
iDeals shall only be liable for slight negligence if an obligation is violated, the fulfillment of which is essential to the proper performance of the Agreement as a whole and on the observance of which the Client may regularly rely (cardinal obligation) and shall be limited to the compensation for the foreseeable and typical damage.
In addition, the entire liability of iDeals with respect to slight negligence shall be limited, in the aggregate, to the total amount of EUR 25,000 per Project.
iDeals shall not be liable to the Client and/or to any third parties for any indirect/immediate or consequential damages (including loss of profits), even if iDeals has been advised of the possibility of such damages arising from the use of iDeals Board or third-party software integrated with iDeals Board. This exclusion does not apply in the event of willful misconduct, gross negligence or culpable injury to life, body or health.
iDeals shall not be liable in respect for any damages, losses or expenses where the same are caused by the acts or omissions of the Client or Users, including any failure by the same to observe iDeals’ rules or directions as to the use of iDeals Board or any other failure to observe their obligations under this Agreement.
The Client shall either retain a complete set of documents delivered to iDeals or release iDeals from liability for any loss or damage incurred to Client Data during shipment, storage or use, unless such loss or damage occurred as a result of iDeals’ negligence or willful misconduct. iDeals shall not be liable for loss of data to the extent such loss could have been avoided by appropriate data backup procedures by the Client.
While iDeals shall use all reasonable endeavours to ensure that iDeals Board is available for use by Users at all times, the parties acknowledge that given the nature of the Internet and the technology involved iDeals is not responsible for any delays, disruptions or other faults in the Services caused by factors beyond its reasonable control, including problems with the public internet or the Client’s computer systems, the acts and omissions of third parties (such as Internet providers, Client’s mail service providers, Internet browser developersetc.).
The Client’s claims, irrespective of the legal grounds, arising from or in connection with the Agreement may only be asserted within 12 months after the first occurrence of the cause of action and knowledge or dutiful ignorance thereof. This shall not apply to claims based on willfulness or intentional injury to life, limb and health.
12. Term, Renewal and Termination
12.1. The Agreement shall come into effect on the Effective Date as mentioned in the Order and continue in effect until terminated or expired in accordance with this Section.
12.2. The Agreement automatically renews for 12 months upon expiration of the Initial Subscription Term or of an additional annual Term for the same number of license limit that the Client has at the end of the current Term, unless the Client requests to terminate the Agreement at least thirty (30) days before the renewal day. Upon the Agreement renewal, the Client should pay iDeals the applicable fees.
12.3. The Agreement may be terminated:
12.3.1 by the Client, upon a 30-days written notice for any or no reason. In this case any paid fees are not refundable to the Client. Such notice should be sent to the dedicated Customer Manager of the Client;
12.3.2 by iDeals, upon written notice with immediate effect if the Client breaches any material obligation under the Agreement and fails to remedy such breach within 15 days;
12.3.3 by iDeals in case the Client refuses to sign the Amendment Agreement in accordance with section 1.6. of iDeals Board Terms of Services;
12.3.4 by either Party, upon 3 business days’ written notice if the other Party becomes insolvent or being a subject of petition in bankruptcy which is not withdrawn or dismissed within 60 days thereafter;
12.3.5 in compliance with a court decision – on the day the decision will become final, unless otherwise is provided for by such decision.
12.4. Upon termination or expiration of the Agreement, iDeals shall terminate access of the Client and its Users to iDeals Board and delete all the Client Data from its hosting system. All rights and obligations pursuant to sections 5 “Confidentiality, “9 “Ownership”, 10 “Indemnification”, 11 “Limitation of Liability”, 13 “Miscellaneous” of these Terms of Services will survive expiration or termination of the Agreement.
12.5 iDeals may suspend providing the Services to the Client’s, if there are overdue payments outstanding for more than 15 days.
13.1. Negotiations. Before taking any court action, either party shall use the best efforts to resolve any dispute under, or in connection with the Agreement through good faith negotiations.
13.2. Applicable law and disputes. The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with the laws and court indicated below:
If iDeals Solutions Operations Limited (company number: C 87600) is the Party to the Agreement on the iDeals’ side as indicated in the Order then the laws of England and Wales shall be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the London Court of International Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
If iDeals Solutions Group Limited (company number: 8910705) is the Party to the Agreement on the iDeals’ side as indicated in the Order then the laws of England and Wales shall be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the London Court of International Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
If Dealigence Inc. dba iDeals Solutions Group (company number: 07472871) is the Party to the Agreement on the iDeals’ side as indicated in the Order then the laws of the Commonwealth of Virginia should be applied even if one of the Parties is of foreign registration or nationality and/or the Agreement is performed abroad in full or in part. Any disputes arising out of or in relation to the performance of the Agreement which cannot be resolved amicably shall be settled exclusively by arbitration in Virginia courts.
If iDeals Do Brasil Servicos De Informacao LTDA. (company number: 27.382.809/0001-81) is the Party to the Agreement on iDeals’ side as indicated in the Order then the laws of Brazil will be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by a competent court of Brazil in compliance with laws of Brazil.
If iDeals Solutions Group Limited (company number: 1597818) is the Party to the Agreement on the iDeals’ side as indicated in the Order then the laws of Hong Kong shall be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Hong Kong International Arbitration.
If iDeals Solutions Limited (company number: 2296064) is the Party to the Agreement on the iDeals’ side as indicated in the Order then the laws of Hong Kong shall be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Hong Kong International Arbitration.
If iDeals Business Technology Solutions (Shanghai) Co., Ltd. (company number: LJZ201801417) is the Party to the Agreement on the iDeals’ side as indicated in the Order then the laws of People’s Republic of China shall be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Shanghai International Arbitration Centre under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
If iDeals Solutions Germany GmbH (company number: HRB266802) is the Party to the Agreement on the iDeals’ side as indicated in the Order then the laws of Germany shall be applied. All disputes arising out or in connection with this Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The arbitral tribunal shall be comprised of a sole arbitrator. The seat of the arbitration is Munich.
If iDeals Solutions APAC PTY LTD (company number: 622526827) is the Party to the Agreement on the iDeals’ side as indicated in the Order then laws of Australia shall be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the Australian Centre for International Commercial Arbitration under the Rules of this Court which Rules are deemed to be incorporated by reference into this clause.
13.3. In the event a dispute arises under the Agreement, the prevailing party will be entitled to all reasonable costs and expenses incurred by it in connection with such dispute (including, without limitation, all reasonable attorney’s fees and costs incurred before and at any trial, arbitration or other proceeding), as well as all other relief granted in any suit or other proceeding.
13.4. Force majeure. Neither Party shall be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of its respective obligations in relation to this Agreement, if the delay or failure was due to any cause beyond its reasonable control, including but not limited to acts of God, explosions, floods, fire or accident, war or threat of war, terrorism or threat of terrorism, sabotage, civil disturbance, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes or industrial actions or trade disputes (whether involving employees of either Party).
13.5. Assignment. Neither Party to this Agreement may assign or delegate any part of this Agreement without prior notice to and the express written consent of the other Party provided, however, that iDeals shall have the right to assign any part of this Agreement to either of its Affiliate without prior notice or consent of the Client.
13.6. Modification of Agreement. iDeals may amend these Terms of Services in response to legal, business, competitive environment, changing the functionality of Services or other reasons not listed here. iDeals will post the most recent version of this Agreement on iDeals’ website and make them available via the link: https://idealsboard.com/ideals-board-terms-of-service/. The Client is responsible for checking these Terms of Services from time to time to take notice of any changes iDeals makes, as they are binding on the Client. Some of the provisions contained in these Terms of Services may also be superseded by provisions or notices published elsewhere on iDeals’ website. iDeals may, but is not obliged to, notify the Client about material changes to the Terms of Services to the email address.
13.7. Severability. If any one of the stipulations of this Terms of Services were proven null and void in the eyes of a current rule of law or a legal decision that has become final, such stipulation shall be severed from this Terms of Services, without however leading to the nullity of the Terms of Services or altering the validity of its other provisions.
13.8. Listing and communication. The Client authorises iDeals to mention the Client as a client; to use its trade name, trademarks, service marks or images (graphic symbol/logo); to publish Client feedback of its representatives on iDeals’ products and services in iDeals’ marketing, promotional or advertising materials and on iDeals’ website.
13.9. Audit Rights. The Client shall reserve the right to conduct compliance audits of iDeals to ensure their compliance with the terms and conditions of this Agreement and applicable international standards concerning labor, environmental, health and safety, and other related standards. The audit shall be conducted no more frequently than once per calendar year, and the Client shall provide iDeals with a minimum of 30 days’ written notice prior to the commencement of the audit. iDeals shall agree to permit, and use best efforts to facilitate with respect to an audit upon written notice (including, without limitation, via facsimile or email) of at least 30 days before, during regular business hours, access and conduct an inspection of the books, records and documentation of iDeals and any and all systems of iDeals. The scope of the audit may include, but is not limited to, inspecting, reviewing, ensuring and/or verifying (i) the quality and accuracy of the Services being performed hereunder and (ii) compliance with this Agreement. The audit shall be conducted in a manner that does not unduly disrupt or interfere with the normal course of business operations of iDeals. All expenses and costs associated with the audit, including but not limited to auditor fees, travel, and accommodation expenses shall be borne by the Client.
13.10. Data protection. The Parties agree to comply with the applicable data protection laws and to enter into the necessary data processing agreements. The Client must ensure the lawful processing of any data made available in iDeals Board. In this context, the Client acknowledges that it is the sole responsible party for the lawful processing of any data processed in iDeals Board.