Between "us", INSight, and "you" (the ‘Customer’) ,
These general terms (the ‘General Terms’), together with a signed proposal (the ‘Quotation’), a service level agreement (the ‘Service Level Agreement’) and a nondisclosure agreement (the ‘NDA’) form an integral part of the agreement (the ‘Agreement’) between INSight and each customer (the ‘Customer’) for Customer’s use of a software application developed by INSight as defined in the Order Form (the ‘Product’), including cloud services, software, updates, user manuals and documentation provided by INSight to Customer in connection therewith.
2. License and Use of the Product
1. INSight grants to Customer a non-exclusive and non-transferable right to use the Product as agreed in the Order Form (the ‘License’).
2. The License concerns Customer’s right to:
use the Product for which it has been developed in accordance with the Agreement;
electronically transmit and store data using the Internet onto a cloud server maintained by INSight and to have access to this data;
upload the Product’s software to Customer’s administrative system in order to process the instructions incorporated in the Application;
use the Product only and exclusively for the number of users and by the legal entity determined in the Order Form;
use the instruction and documentation materials pertaining to the Product.
3. The License does not include the disclosure to Customer of source codes, techniques and/or processes incorporated in the Product or the right to copy any part of the Product.
4.. The License does not include the disclosure to Customer of source codes, techniques and/or processes incorporated in the Product or the right to copy any part of the Product.
5. INSight can regularly make new versions of the Product available through an update link sent to Customer. Customer must then upload the new version within 30 (thirty) days from the date of availability, after which period the old version will be blocked for Customer’s use.
6. INSight reserves the right to temporarily make the Product unavailable in the events of (i) late payment of the License Fee (as defined in Paragraph 3.1) by Customer until payment has been received in full, or (ii) suspected illegal use of the Product, including but not limited to, the violation of third party rights.
3. License Fee and Payment
1. Customer will pay to INSight a fee for the License as agreed in the Order Form (the ‘License Fee’).
2. INSight may annually adjust the License Fee and shall notify Customer of any change in the License
Fee at least two months prior to charging the new License Fee to Customer.
3. Supplements to the Product will be offered to Customer at additional fees to be agreed between the parties.
4. INSight will send Customer a monthly invoice for the License Fee by e-mail, which invoice shall be due and payable within 15 (fifteen) days after the invoice date.
4. Representations and Warranties
1. INSight represents and warrants that the Product is designed for the most commonly used iOS and Android mobile devices. INSight does not warrant the functioning of the Product on all mobile devices.
2. During the Agreement any fault in the Product’s software affecting the functionality of the Product will be repaired by INSight at no cost. However, in the event the Product’s software contains a bug
or virus, which does not have an effect on the functionality of the Product, INSight is not in default of any of its obligations under the Agreement. INSight will do its utmost to resolve any fault in the following update of the Product’s software.
3. INSight represents and guarantees that the Product is state-of-the-art and that it will do its utmost to develop updates, which will become available to Customer through an update link send to Customer.
4. Customer warrants that it shall obtain any and all license required for both parties to legally access and use software with which INSight interfaces, without infringing any rights of third parties to such software.
5. Customer represents and warrants that (i) the information it provides in connection with its registration for the Product is accurate and complete, (ii) no content used in connection with the Product and stored by Customer on INSight's server is illegal, defamatory, malicious, harmful, or discriminatory, (iii) Customer’s use of the Product complies with all applicable laws, rules and regulations, (iv) Customer will not attempt to circumvent or disable any of the security-related, management, or administrative features of the Product, (v) Customer has obtained all consents and licenses required for both partners to legally access and use all software required for the use
of the Product without infringing any third party ownership or intellectual property rights, (vi) and
Customer has otherwise taken all necessary steps to legally execute the Agreement.
5. Intellectual Property Rights
1. INSight is the sole owner of the Product and the intellectual property rights thereto. Intellectual property rights include, but are not limited to, copyrights and exclusive rights to patents, trade names and trademarks pertaining to the Product.
2. With the exception of the use described in Paragraph 2.2 of these General Terms no content, material, information, software, products or services obtained in connection with the Product
may be modified, copied, displayed, performed, sublicensed, reproduced, republished, uploaded, posted, transmitted, sold, distributed, researched, recovered, monitored or retrieved in any way, without the prior written permission of INSight.
3. Customer shall immediately notify INSight of any possible infringement of INSight's intellectual property rights or claim of third party’s intellectual property rights on INSight's server.
4. INSight reserves the right to temporarily or permanently make the use of the Product unavailable to Customer in the event of any possible infringement of intellectual property rights by Customer.
6. Limitation of Liability and Indemnification
1. The Product is delivered “as is”.
2. INSight does not review, inspect or edit any content, data or files stored by Customer or any other user of the Product on INSight's server, including but not limited to viruses, worms or any other similar contaminating or destructive features. However, if INSight suspects that the Product is being used for storage and distribution of any malicious or illegal material, INSight reserves the right to examine the content.
3. In no event shall INSight, its subsidiaries, affiliates or any of their employees, officers, directors, agents or partners be liable for any direct, indirect, punitive, incidental, special or consequential damages arising out of or in any way connected with (i) Customer’s incorrect use of the Product, including but not limited to the use of the Product in combination with non-compliant or defective hardware, (ii) the delay or inability to use the Product, (iii) modification of the Product, (iv) any incorrect information processed by Customer through the Product, (v) Customer’s omission to upgrade an available new version of the Product, (vi) any loss of information of Customer, or (vii) any damages otherwise arising out of the use of the Product by Customer, with the exception of damages caused due to gross negligence of INSight.
4. Customer indemnifies and holds harmless INSight, its subsidiaries, affiliates and any of their employees, officers, directors, agents and partners, from and against any and all liabilities, expenses, including but not limited to attorney’s fees, and damages arising out of third party claims resulting from Customer’s use of the Product.
5. Liability of INSight for damages in connection with Customer’s use will be limited to the monthly
License Fee paid by Customer in the month prior to Customer’s liability claim.
7. Term and Termination
1. The initial term of the Agreement is agreed in the Order Form and shall commence on the date mentioned in the Order Form. Access to the Product, any services provided in connection therewith will terminate automatically upon termination of the Agreement.
2. In the event any of the parties wishes to extend the initial term of the Agreement, the other party must be notified 1 (one) month prior to the automatic termination of the Agreement, Neither Customer nor INSight is under any obligation to extend the Agreement.
3. INSight may immediately (and without prior notice) suspend or terminate all or part of the services rendered under the Agreement, including but not limited to access to the Product, and/or terminate the entire Agreement, by sending Customer a written notice of termination if one or more of the following occurs: (i) INSight discovers that Customer provided INSight with false information upon entering into the Agreement or that Customer lacked the capacity to enter into the Agreement, (ii) INSight determines, in its sole discretion, that Customer’s use of the Product is a threat to the security or performance of INSight network or to any of its other customers or suppliers, (iii) INSight determines, in its sole discretion, that Customer’s use of the Product is illegal, or that it misappropriates or infringes the property rights of a third party, (iv) INSight reasonably believes that Customer use of the Product has subjected or will subject INSight to civil or criminal liability, (v) Customer becomes the subject of an involuntary or voluntary bankruptcy or similar proceeding or Customer assigns all or substantially all of its assets for the benefit of creditors, or (vi) Customer fails to make any payment when due for at least 60 (sixty) days.
4. On the day of termination of the Agreement (i) INSight will make the use of the Product unavailable to Customer, which means among others that all data of Customer will be removed from INSight's cloud server, (ii) Customer shall cease any use of the Product, and (iii) Customer shall return any and all copies of documentation and materials to INSight. Customer is not authorized to keep any copy of the Product or parts thereof for administrative purposes, unless INSight has granted permission thereto in writing. Within 24 hours of the day of termination INSight will provide Customer with a copy of any and all data that Customer uploaded on or through use of the Product until the day of termination.
8. No partnership
Customer acknowledges that no joint venture, partnership, employment or agency relationship exists or arises between Customer and INSight as a result of the Agreement and the use of the Product. Customer agrees not to act as a representative, agent or employee of INSight and that INSight will not be liable for any representation, act or omission of Customer.
INSight will communicate with Customer by e-mail and any other electronic messaging services. E-mail from INSight, including but not limited to invoices sent are considered delivered to Customer when sent to the e-mail address provided by Customer in the Order Form or any subsequent change thereof provided by email.
11. Applicable Law and Jurisdiction
The Agreement and the rights and liabilities of the parties hereunder, shall be interpreted in accordance with the laws of Curaçao, notwithstanding conflicts of law principles. In the event of a conflict on the interpretation of any of the provisions of the Agreement, the parties consent to the exclusive jurisdiction of the courts in Curaçao
The EU General Data Protection Regulation (“GDPR”) came into force across the European Union on 25th May 2018 and brought with it the most significant changes to data protection law in two decades. Based on privacy by design and taking a risk-based approach, the GDPR has been designed to meet the requirements of the digital age. We believe this regulation to be beneficial to both our European and Non-European customers.
The 21st Century brings with it broader use of technology, new definitions of what constitutes personal data, and a vast increase in cross-border processing. The new Regulation aims to standardise data protection laws and processing across the EU; affording individuals stronger, more consistent rights to access and control their personal information.
INSight (‘we’ or ‘us’ or ‘our’) are committed to ensuring the security and protection of the personal information that we process, and to provide a compliant and consistent approach to data protection. We are committed to protecting your personal information and your right to privacy to meet the demands of the GDPR and the Curacao law.
You are the sole owner of your data and the only one with access to it. At INSight we limit access to your data to authorized users and no data is shared with third parties. You can access and export your data at any moment and free of charge. All data produced and gathered by your business processes are always accessible to you.
Why we collect your data
INSight is responsible for the processing of your data, which could be a combination of personal and non-personal data.We are committed to protecting your privacy and want to build our users' trust and confidence in the products and services that we offer. In order to provide you with the best products we collect and process a minimal amount of information from you during the registration process. The information you provide will be kept confidential and is used to support your relationship with INSight.
Which data do we collect
We collect general information such as name, (email) address and telephone number of your company and/or of contact person(s) within your company.
What we do with the data
The information we collect from you is used, including but not limited to the processing thereof, for security verification purposes and for data management purposes defined in the Agreement concerning the product you purchase from us. Any information collected is used in the execution of processes requested by you.
Non-disclosure to third parties
Personal and company information you share with us will not be disclosed to third parties. INSight does not rent, sell, or otherwise distribute the information you share with us. We will process the information only for the purpose agreed with your company.
Personal data of third parties
You will hold INSight harmless for any damage claim in connection with the processing of personal data concerning third parties that you may provide through the use of our products.
INSight automatically encrypts all addresses before it is written to disk using 256 bit AES encryption. The data is automatically and transparently decrypted when read by an authorized user. To protect your data as it travels over the Internet during read and write operations, we use Transport Layer Security (HTTPS).
We take required measurements to ensure our systems are well protected from attacks by applying data encryption and performing penetration tests. In case of a breach we will act as follow:
Research and take measurements to fix and prevent future breaches
Roll back current policies and generate new policies
Inform exposed customers within 48 hours