Terms of Services

This Standard Terms of Service (“Agreement”) is entered into by and between InnoDash Limited (“Inodash”) and the entity or person placing an order for or accessing the Service (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below and any Orders. If you are accessing or using the Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company.

The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Service through any online provisioning, registration, or order process or (b) the effective date of the first Order. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement. Inodash may modify this Agreement from time to time as permitted in this Agreement (Section titled “CHANGES TO THE STANDARD TERMS”). By indicating your acceptance of this Agreement or accessing or using the Service, you are agreeing to be bound by the terms and conditions of this Agreement. Each party expressly agrees that this Agreement is legally binding upon it. These standard terms of service applicable to all self-serve Customers and enterprise Customers, however if you have subscribed to an enterprise plan, you are expected to sign and deliver the Commercial Terms.

RECITALS

(A) Inodash provides a Platform that is designed to allow Users to create, collaborate and centralize communication through interactive online tools to build a new business by using structured workshops and online video training. Customer maintains sole control over the types and content of all Customer Content it submits to the Service.

(B) Inodash has agreed to provide its services to Customer, and Customer has agreed to procure such services from Inodash, on the terms and conditions of this Agreement from the Effective Date.

COMMERCIAL TERMS

The commercial terms (the “Commercial Terms”) in the form of (a) an electronic approval by the self-serve Customers through the Platform or (b) a specific document signed and delivered by the enterprise Customers are an integral part of this Agreement.

If there is any conflict between the terms of the Standard Terms of Service and the Commercial Terms, the Commercial Terms shall take priority.

Interpretation
1. The following definitions apply to this Agreement:

A “person” includes a natural person, corporate or unincorporated body.
A reference to “writing” or “written” includes email.
Unless the context otherwise requires, words in the singular include the plural and vice versa.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to a law is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
The words “include” and “including” (or similar) shall be deemed to have the words “without limitation” after them.

SERVICES
1. In consideration of the payment of the Fees, during the Term, Inodash shall:
  1. provide the Services to Customer;
  2. provide access to the Admin Account dashboard and all given features;
  3. provide access to Platform to the Users;
  4. provide assistance to Customer via Platform.
2. The Services under the Platform are subject to the sole management of the Customer that may use the Platform with Customer Data and Third Party Content.
3. The Customer hereby agrees and undertakes that the Services provided by Inodash are limited to the provision of a platform allowing data hosting via cloud computing and an online tool and that the Customer is solely liable and responsible for the use of the Services and the relevant outputs deriving from its use of Services.
4. Inodash may change any aspect of the Services without a prior approval of Customer, provided that such changes shall not materially alter or disrupt Customer's enjoyment of the Services.
5. Inodash reserves the right to refuse to provide Service to Customer and/or individual Users who, in Inodash’s reasonable opinion, do not comply with Inodash’s policies regarding acceptable use.
ADMIN Account registration
1. Customer will be invited by Inodash to create an Admin Account in order to access the Platform, for which Customer will need to submit certain information and choose a username and a password.
2. Following the creation of Customer’s Admin Account, Inodash will provide Customer with admin access to the Platform as further described on the Platform.
3. Customer warrants and undertakes that all information supplied during Admin Account registration is truthful, complete and correct. If the information Customer have supplied is incomplete or incorrect Customer agree to indemnify Inodash if Inodash is subject to any claims, damages, expenses, costs and liabilities (including legal fees).
4. Customer is obliged to ensure all information held about Customer by Inodash is up to date. Customer can amend its Admin Account details at any time through the Platform.
5. Customer shall keep its Admin Account details and password confidential. Customer is solely responsible and liable for any activity that occurs in connection with its Admin Account, whether or not such use was authorised by Customer.
6. Customer shall not let anyone else access its Admin Account or do anything else that might compromise the security of its Admin Account.
7. If Customer believes its Admin Account has been compromised, Customer shall immediately notify Inodash in writing and modify its Admin Account details and password.
Customer’s oblıgatıons
1. Customer shall procure that Users:
  1. create user accounts on the Platform and agree the terms of services of the Platform for the Users;
  2. authorise Inodash to process their personal data in connection with the provision of the Services;
  3. comply with this Agreement and any other terms published on the Platform.
2. Customer is solely responsible and liable for:
  1. for securing any needed rights on the Customer Data and Third Party Content for their use in the Platform as contemplated herein (including for obtaining any licences, permissions, consents, approvals and authorisations);
  2. compliance of the Users to clause 6.1.3;
  3. any consequences for Customer and Users for using the Services.
3. Inodash shall not be liable for any failure to provide the Services due to Customer’s breach of this clause 6.
FEES
1. Customer shall pay to Inodash the Fees in accordance with the Payment Terms and this Agreement and the purchase conditions published in the Platform.
2. The Fees provided under the Commercial Terms may be updated by Inodash at its own discretion at the expiration of the subscription period, usage window for additional services and their renewal. If Customer does not wish to use the Services under the revised fees, Customer may terminate this Agreement anytime via Admin Account and unless the Customer does not terminate the Agreement, the Customer shall be deemed to have accepted the new terms.
3. All amounts in this Agreement exclude VAT and any other sales tax, where applicable.
4. All payments to Inodash must be made in full and without deductions or set-off.
5. Time for payment of Fees to Inodash is of the essence of the Agreement.
6. In addition to any other rights or remedies of Inodash, if Customer fails to make any payments in accordance with this Agreement:
  1. interest will accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment;
  2. payment service provider fees due to the failure of payment or cancellation will be charged to the Customer; and
  3. Inodash may immediately suspend the provision of any Services.
WARRANTIES
1. Each of the Parties warrants that:
  1. it has full power and authority to enter into this Agreement;
  2. it has all the rights necessary for any licence it grants under this Agreement; and
  3. it will perform its obligations under this Agreement in accordance with all applicable laws.
2. Inodash warrants that it will provide the Services with reasonable skill and care.
3. Customer warrants, represents and undertakes that:
  1. any information, data and content that Customer provides in the Platform (including any Customer Data and Third Party Content):
    1. are truthful, accurate and will be kept up to date (as applicable);
    2. do not, and will not, infringe, misappropriate, or violate any privacy rights, third party's rights (including Intellectual Property Rights) and applicable laws;
    3. are not, and will not be, derogatory, libellous, threatening, offensive, harassing, deceptive, abusive, promoting of violence or any illegal activities;
    4. do not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and
    5. do not contain any Confidential Information of third parties.
  2. it will not use the Services in breach of applicable laws, applicable terms of service (including those of the cloud service providers) and applicable licences; and
  3. it will not use the Services to build a product or service which competes with Inodash or the Services.
PROPRIETARY RIGHTS

Inodash and/or its licensors own all Intellectual Property Rights in the Platform and Services, or created by use or operation of the Services. Except as expressly stated in this Agreement, Inodash does not grant Customer any Intellectual Property Rights in respect of the Platform, Services or any related content or materials. Customer owns all Intellectual Property Rights in the Customer Data and does not grant Inodash any licence with respect to the Customer Data.

indemnity
1. Customer will indemnify, defend and hold harmless Inodash (and any of its directors, employees and representatives), from and against any demands, claims, proceedings, costs, damages, losses, liabilities and expenses (including legal fees) arising from any claim, suit, action or proceeding by a third party (“Claims”) based upon or arising out of or related in any way to:
  1. Customer’s and/or Users’s use of the Services;
  2. Customer Data and Third Party Content.
2. Customer shall not settle any Claim or admit to any liability, without the express prior written consent of Inodash.
3. Inodash will indemnify, defend and hold harmless Customer (and any of its directors, employees and representatives) from and against any and all Claims arising out of any claim, demand, action or proceeding based upon or in any way related to (a) breach by Inodash of any representation, warranty, covenant or other provision herein made by Inodash, (b) from acts or omissions of Inodash, (c) any Claim that the Services or Platform violates any law or regulation or violates or infringes the intellectual property rights of any third party (except to the extent such claim relates solely to Inodash’s use of Customer Data or Third Party Data as originally provided by Customer under this Agreement).
CONFIDENTIALITY
1. In this clause, “Confidential Information” means any information or Intellectual Property Rights that are clearly labelled or identified as confidential or ought reasonably be treated as being confidential. Confidential Information includes the Services, Customer Data and Inodash Platform Data and excludes any information which:
  1. is or becomes publicly known other than through a breach of this Agreement;
  2. was in the receiving Party’s lawful possession before the disclosure;
  3. is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
  4. is independently developed by the receiving Party and that independent development can be shown by written evidence; or
  5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
2. Each Party will hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither Party will use the other’s Confidential Information for any purpose other than the implementation of this Agreement or as otherwise permitted by this Agreement.
3. Each Party will take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of this Agreement.
4. This clause 11 will survive termination of this Agreement for a period of 5 years.
LIMITATION OF LIABILITY
1. This clause 12 sets out Inodash's entire liability (including any liability for the acts or omissions of its directors, employees and representatives) to Customer:
  1. arising under or in connection with this Agreement;
  2. in respect of any use made by Customer and/or any User of the Services or any part of them;
  3. in respect of any loss or accidental unauthorised disclosure of Customer Data; and
  4. in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
2. Customer assumes sole responsibility for its use of the Services, and for the results of, or conclusions drawn from, such use. Inodash will have no liability for any damage caused by errors or omissions in any part of the Services.
3. The Services are provided “as is” to the fullest extent permissible pursuant to applicable law. Inodash disclaims all warranties and conditions express or implied, including implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the Services, their use and the results of such use. Inodash specifically disclaims any warranty:
  1. in respect of Third Party Content;
  2. in respect of Customer Data;
  3. in respect with the third party service providers (including cloud service providers);
  4. that the Services and their availability will be uninterrupted or error-free;
  5. that defects will be corrected;
  6. that there are no viruses or other harmful components;
  7. that the security methods employed will be sufficient; and
  8. regarding correctness, accuracy, or reliability.
4. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this Agreement to the fullest extent permitted by applicable law.
5. Nothing in this Agreement excludes the liability of Inodash:
  1. for death or personal injury caused by Inodash’s negligence;
  2. for fraud or fraudulent misrepresentation; or
  3. any statutory liability not capable of limitation.
6. Subject to clause 12.5, Inodash will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any Third Party Content, loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement.
7. Subject to clause 12.5, Inodash’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement will be limited to the the total amount of Fees actually received by Inodash in the 3 months period preceding the date on which the relevant claim arose.
TERM AND TERMINATION
1. This Agreement will commence on the Effective Date and will continue until the expiration of the Term.
2. Inodash may, at its sole discretion, without notice and without liability to Customer, terminate or suspend the Services in the event that Inodash reasonably considers that:
  1. Customer violates this Agreement;
  2. Any User violates the terms of services of Inodash or a Workspace;
  3. Customer or User attempts to abuse or exploit the Services; or
  4. Inodash is unable to continue to provide the Services due to technical or legitimate business reasons.
3. This Agreement can be terminated by either Party if the other Party:
  1. is in material breach of this Agreement and (if remediable) fails to remedy such breach within 14 days of a written request notice from the other Party to do so; or
  2. ceases trading (or threatens to cease trading); is subject to an order for winding up; has an administrator or liquidator appointed (or such appointment is entitled or is requested in good faith); is the subject of a bankruptcy petition or order; becomes insolvent; is incapable of paying its debts as they fall due; makes any arrangement with its creditors for the payment of its debts.
4. Customer may terminate this Agreement anytime during the term via Admin Account. Any Fees paid up to the date of such termination by Customer are non-refundable. The Customer may continue to use the Platform and Services until the end of the period of the Services purchased and paid for in accordance with the Commercial Terms.
5. On termination of this Agreement for any reason:
  1. all licences granted under this Agreement will immediately terminate;
  2. each Party will return or destroy (at the other Party’s discretion) all Confidential Information in its possession within 5 Business Days; and
  3. Customer shall immediately pay all outstanding Fees due to Inodash.
6. The accrued rights and remedies of the Parties will survive termination of this Agreement for any reason.
7. Clauses 3, 5.2, 6.1, 7 (in respect of any unpaid Fees), 8 - 13 (inclusive), 16 – 26 (inclusive) shall survive termination.
DATA PROTECTION

The Privacy Policy published on www.inodash.com shall apply in respect of any personal data processed under this Agreement.

PUBLICITY

Each Party may, in its marketing materials, on its website and its presentations, refer to the other as the customer or supplier of the Services respectively. Each Party shall cease any use of such reference if asked for by the other Party.

FORCE MAJEURE
1. If a Party is prevented, hindered or delayed in or from performing any of its obligations under or in connection with this Agreement by a Force Majeure Event (expect for its payment obligations), the affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations (expect for its payment obligations).
2. The affected Party claiming the Force Majeure Event shall promptly notify the non-affected Party in writing of its reasons for the delay or stoppage and its likely duration and shall take all reasonable steps to overcome the delay or stoppage.
3. If any Force Majeure Event occurs, the dates for performance of the affected obligations shall be postponed for so long as is made necessary by the Force Majeure Event, provided that if any Force Majeure Event continues for a period of or exceeding thirty (30) consecutive days, the non-affected Party shall have the right to terminate this Agreement immediately on written notice to the affected Party.
4. The affected Party shall use its reasonable endeavours to minimise the effects of any Force Majeure Event.
WAIVER
1. A waiver of any right or remedy under this Agreement or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
2. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right under this Agreement is only effective if it is in writing.
SEVERANCE

If any provision (or part of a provision) of this Agreement is found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) will remain in force.

ASSIGNMENT

Customer will not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement, without the prior written consent of Inodash.

THIRD PARTY RIGHTS

This Agreement does not confer any rights on any person or party who is not a Party to this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

NOTICES
1. Any notice required to be given under this Agreement will be in writing and will be sent by email to the respective email addresses set out in the Commercial Terms.
2. Notices will be deemed to have been received at the time of transmission as shown by the sender’s records (or if sent outside business hours, at 9:00 am on the first Business Day following despatch).
NO PARTNERSHIP OR AGENCY
1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other Party, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.
2. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
ENTIRE AGREEMENT

This Agreement constitutes the whole agreement between the Parties and supersedes any previous agreement between them.

COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

GOVERNING LAW AND JURISDICTION

This Agreement will be governed by, and construed in accordance with, the laws of England and Wales and the Parties irrevocably submit to the exclusive jurisdiction of the English and Welsh Courts.

changes to the STANDARD TERMS
1. Inodash reserves the right to update these Standard Terms from time to time.
2. Inodash will provide Customer with reasonable notice prior to making any changes to these Standard Terms. Customer’s continued use of the Services after the posting of the revised Standard Terms on the Platform, will be deemed Customer's acceptance of the revised Standard Terms.
3. If Customer does not wish to use the Services under the revised Standard Terms, Customer may terminate this Agreement by giving 14 days’ written notice to Inodash. Any Fees paid up to the date of such termination by Customer are non-refundable.