Studyportals’ SaaS Terms
Article 1 Definitions
“AI Product” means any software, model, algorithm, or tool developed and provided by a third-party provider, which is integrated into or used in connection with the Services to perform tasks involving machine learning, natural language processing, computer vision, predictive analytics, or other forms of artificial intelligence. The AI Product is subject to its own licensing terms, warranties, and limitations as applicable.
“Authorized User” means a person from Customer’s organization who is accredited to access and use the Services, as specified in the applicable Work Order, where applicable. Such Authorized Users may include Customer’s direct employees or the employees of subsidiaries, third party consultants, outsourcers, or contractors who have a business relationship with Customer that justifies their legitimate access to and use of the Services under these SaaS Terms.
“Customer” means the party (a natural person or legal entity) that wishes to make use of the Platform.
“Customer Data” means any information, data, materials, and content (a) that Customer or its Authorized Users enter, provide or make, or is otherwise provided or made available by or on behalf of Customer or any Authorized User through the Platform, and (b) any intellectual property of Customer including any trademarks and domain names used by Customer.
“User Data” means information or other data from the Authorized User, which is processed, stored or transmitted by, in or through the Services, including without limitation 1) personal information and 2) information about the use of the Platform.
“Documentation” means a functional and/or technical description of the Platform.
“Effective Date” means the date the Platform Access shall be active. Such date shall be specified i) on the Work Order or ii) on the date Customer accepts these SaaS Terms.
“Work Order” means the document which specifies the Services that have been purchased by Customer.
“Platform Access” means the right to access the Studyportals Platform during the Platform Access Term.
“Platform Access Term” means the time-period specified on the Work Order when the Platform Access is valid.
“Studyportals” means Studyportals BV and/or its affiliates.
“Platform” means the Studyportals software platform, which is owned, managed and developed by Studyportals.
“Services” means the service to make the Platform digitally available to Customer, as specified in the applicable Work Order. Services shall be provided in the form of a Platform Access.
“Support Services” means the technical services in relation to the availability of the Platform as specified in these SaaS Terms and the applicable Work Order, excluding any consultancy services.
“SaaS Terms” means these terms and conditions regarding the Platform Access.
“Personal Data” means the definition in article 4 of the General Data Protection Regulation (“GDPR”; https://gdpr-info.eu/art-4-gdpr/).
Article 2 Use rights
Applicability
These SaaS Terms apply automatically if i) the Customer purchases Services through a Work Order, or if ii) Studyportals grants an Authorised User access to use the Platform.
Grant
Studyportals does not sell the Platform to Customer. Studyportals grants to Customer and Customer accepts from Studyportals, from the Effective Date, the right to use the Platform during the Platform Access Term and solely for Customer’s internal business operations, within the scope as defined in the Work Order. All rights not expressly granted to Customer are reserved by Studyportals.
Access
The Services are provided in accordance with these SaaS Terms. Services are available after access has been provided to Customer. Studyportals reserves the right to grant access to the platform to Authorised Users only, using various methodologies.
Restrictions
Other than the rights expressly specified in these SaaS Terms and in an applicable Work Order, no other right or interest whatsoever is granted to Customer in connection with the Services. Without limiting the foregoing, Customer may not: (i) use the Service for purposes other than the purposes for which it is intended as defined in these SaaS Terms and/or the applicable Work Order; (ii); rent, lease, lend, sell, license, assign, distribute, or transfer in whole or in part the right to use the Service or any part thereof; (iii) bypass or breach any security device or protection used by the Service; (iv) input, upload, transmit, or otherwise provide to or through the Service any information or materials that are unlawful or injurious, or that contain, transmit, or activate any harmful code; (v) use the Service in any illegal manner or in any way that infringes the right of any third party.
In addition, in the event the Work Order limits the usage to a certain number of Authorized Users, Customer shall ensure that the number of Authorized Users who may access and use the Services in any given calendar month will not exceed the number specified in the Work Order.
Article 3 Availability, Support and Maintenance
Availability
To access and use the Services, Customer shall need a recent version of a suitable internet browser, which might be specified by Studyportals in the applicable Work Order. Customer shall solely be responsible to acquire and maintain the necessary hardware and software to use the Platform.
Support Services
Support Services are available during the Platform Access Term and solely if agreed in the applicable Work Order.
Studyportals shall have no support obligations under Support Services with respect to malfunctions i) caused by the use or operation of the Platform with any hardware, software or media not authorized by Studyportals, or ii) resulting from user error or incorrect use of the Platform by the Customer, or (iii) attributable to the equipment and programs used in conjunction with the Platform by the Customer, or (iv) caused by an integration performed by the Customer and/or caused by the Customer’s software, hardware or data, or caused by any other event external to the Platform.
Maintenance
Maintenance on the Platform shall include, where applicable and where necessary, updates, upgrades, revisions and patches. Maintenance shall be performed to ensure that the functionality of the Platform and the Services, as described in the Documentation, is available to Authorized Users. Maintenance will be conducted on a schedule as determined by Studyportals. Maintenance shall not include third-party software.
Article 4 Intellectual property
Ownership
Studyportals retains ownership in all intellectual property rights in the Platform and all modifications, enhancements or other derivative works thereof. No provision contained in these SaaS Terms is intended to or shall be deemed or construed to transfer any intellectual property rights to Customer or any third party. All rights not expressly granted by Studyportals to Customer under these SaaS Terms are reserved to Studyportals. Customer is hereby notified that “Studyportals” and any expression containing the words and/or name “Studyportals”, and any product names and logos associated with the Services are trademarks of Studyportals or third parties, and no right or license is granted to Customer to use or exploit them in any way and Customer shall not use or exploit them in any way.
IP indemnification
Studyportals will defend Customer from and against any claim made by a third party against Customer to the extent the claim is based on an allegation that the Platform provided by it, infringes upon, or misappropriates a copyright in any country or a patent of the United States, Japan, or a member state of the European Patent Organization, and will pay all costs, damages and expenses (including reasonable legal fees) finally awarded against Customer by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Studyportals arising out of such claim, provided (i) Customer provides Studyportals with prompt written notice of the claim, and (ii) Customer gives Studyportals sole control of the defense of the claim and any related settlement discussions and provides reasonable cooperation in the defense and settlement of the claim.
Exclusions
In no event will Studyportals have any obligation or liability under this Article 4 arising from: (i) use of the Platform in a modified form or in combination with materials not furnished by Studyportals; (ii) any Customer Data; (iii) any failure by Customer to comply with Customer’s responsibilities under these SaaS Terms.
Remedial Actions
In the event that the Platform or any part thereof, in Studyportals’s sole opinion, is likely to, or does become the subject of an infringement claim, Studyportals may, at its option and expense: (i) procure for Customer the right to continue using the Platform (including the allegedly infringing portion/item); and if option (i) is reasonably not obtainable, then (ii) substitute a functionally equivalent non-infringing replacement for such allegedly infringing portion of the Platform or otherwise modify it to make it non-infringing and functionally equivalent; or, solely if option (i) and option (ii) are reasonably not obtainable (iii) terminate the Platform Access.
Sole Remedy
This Article 4 sets forth the exclusive and entire remedy of Customer with respect to any infringement claims.
Article 5 Data
Customer Data
All Customer Data will remain the sole property of Customer or the Authorised Users that posted such Customer Data. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and obtaining copyright permissions for all Customer Data. Customer agrees to comply with all applicable laws, statutes, ordinances, and regulatory guidance that may be applicable to Customer Data and/or to specific types of Customer Data. Subject to these SaaS Terms, Customer grants to Studyportals a non-exclusive right to use, copy, store and transmit Customer Data to the extent reasonably necessary to provide and maintain the Services. Customer acknowledges and agrees that Studyportals employees and its subcontractors may have access to Customer Data in connection with the performance of these SaaS Terms. Customer shall defend Studyportals against all third party claims arising from or relating to (i) Customer’s use of the Services in violation of applicable laws or regulations, and/or (ii) any violation, infringement or misappropriation of the rights of a third party resulting from the Customer Data, and shall pay all costs, damages and expenses (including reasonable legal fees) finally awarded against Studyportals by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Customer arising out of such claim, provided (i) Studyportals gives Customer prompt written notice of the claim, and (ii) Studyportals gives Customer sole control of the defense of the claim and any related settlement discussions and provides reasonable cooperation in the defense and settlement of the claim.
User Data
The Authorised User shall own all right, title and interest in and to all the User Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Data. Studyportals will access, process, and use User Data in connection with your use of the Platform. The Authorized User grants Studyportals and its affiliates a non-exclusive, worldwide, royalty-free license to use, copy, transmit, sub-license, index, store, and display User Data: (i) to the extent necessary to perform its obligations (including, but not limited to, developing, modifying, improving, supporting, customizing, and operating the Platform) or enforce its rights under this Agreement; or (ii) where required or authorized by law.
Article 6 Warranty
Each party represents and warrants to the other party that the performance of its obligations under these SaaS Terms will not violate any applicable laws or regulations or cause a breach of any material contracts to which it is a party, or it is otherwise bound.
Warranty Customer
Customer represents and warrants that it is a company duly organised, validly existing and in good standing under the laws of the country in which it is officially registered as a business. Customer has the full power and authority to carry out its obligations under these Saas Terms. In addition to any other undertaking or responsibility of Customer as set forth in these SaaS Terms, any applicable Work Order or other applicable document, Customer shall be solely responsible and liable for, and in connection with: (i) the manner in which Customer uses the Platform (ii) Customer Data, including without limitation Customer’s rights to use such data in connection with the Services; (iii) compliance by Customer with any and all applicable laws and with third parties’ rights in connection with the foregoing.
Limited Warranty Studyportals
Studyportals represents and warrants that it is a company duly organised, validly existing and in good standing and has the full power and authority to execute and deliver the Services and to carry out its obligations hereunder.
Studyportals warrants that the Platform will conform to all material operational features as described in the Documentation and the applicable Work Order, and that the Platform is free of errors and defects that materially affect the performance of such features, provided that Customer promptly notifies Studyportals of any non-conformity, error, or defect. Studyportals represents and warrants that, to its knowledge as of the Effective Date, the Platform contains no malicious code or other malicious computer instructions or devices that erase data or programming, or infect, disrupt, damage, disable, or shut down a computer system or any material component of such computer system.
Any minor discrepancies between the functions of the Platform and the functions described in the Documentation and the applicable Work Order shall not be considered a breach of the foregoing sentence. Customer’s sole and exclusive remedy for breach of this limited warranty shall be the correction of the non-conforming part of the Platform at Studyportals’ expense within a reasonable timeframe.
Studyportals makes no warranty or guarantee as to the accuracy, completeness or reliability of any output generated with third-party AI products (“Output”) and does not accept any liability or responsibility arising in any way from your use of the Output or any omissions or errors contained in the Output.
Disclaimer
WITHOUT LIMITING THE FOREGOING, STUDYPORTALS DOES NOT WARRANT THAT THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE PLATFORM WILL OPERATE IN THE COMBINATIONS THAT CUSTOMER MAY SELECT FOR USE, OR THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT STUDYPORTALS DOES NOT HAVE CONTROL OVER THE INTERNET AND IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE PLATFORM. THE WARRANTIES CONTAINED IN THIS ARE EXCLUSIVE, AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR ARISING BY A COURSE OF DEALING OR USAGE OF TRADE. THIS ARTICLE DOES NOT LIMIT, AND IS WITHOUT PREJUDICE TO, THE PROVISIONS OF ARTICLE 7 BELOW. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
Article 7 Limitation of liability
Indirect liability
In no event shall the Studyportals be liable, under or in the performance of these SaaS Terms, whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation or in connection with the termination of these SaaS Terms for loss of profits (whether direct or indirect) or for indirect damages such as loss of goodwill, loss of business or business opportunities or loss of anticipated saving(s), or for any special, indirect, remote or consequential damage or loss suffered by Customer.
Direct liability
Without affecting Customers payment obligation and liability in relation to the Platform Access Fee, Studyportals’ aggregate liability under each Work Order shall not exceed the amount paid by Customer for the applicable Work Order, and Studyportals’ aggregate liability under these SaaS Terms shall not exceed 50% (fifty percent) of the amount of fees actually paid by Customer for the Platform and/or the Services which caused the damages in the preceding twelve (12) month-period prior to the occurrence of the cause of action giving rise to the claim.
Notwithstanding the foregoing, each Party shall be liable without limitation in respect of any express indemnity obligation under these SaaS Terms for fraud or fraudulent misrepresentation or for any damage caused by willful misconduct or gross negligence by the Party’s management.
Any legal action against Studyportals must be filed with the appropriate judicial jurisdiction within two (2) years after the applicable cause of action has arisen.
Article 8 Confidentiality
For the purpose of these SaaS Terms, “Confidential Information” means any non-public information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), that is designated in writing as confidential or if disclosed orally – is reduced to writing and titled as “confidential” within 15 days following the disclosure and sharing with the Receiving Party. Confidential Information shall include, but is not limited to, technological information such as know-how, software, data, programs, inventions, ideas, processes, formulas, developments, designs, materials, business information such as marketing and selling, budgets, prices and costs, information about the Disclosing Party’s employees, Affiliates, suppliers and customers, and trade secrets. Confidential Information does not include information that is: (i) public knowledge at the time of disclosure or thereafter becomes generally known other than through an act of breach or negligence by the Receiving Party; (ii) already known by the Receiving Party prior to its receipt from the Disclosing Party; (iii) independently developed at any time by the Receiving Party without use of or reference to Confidential Information; (iv) rightfully obtained by the Receiving Party from other unrestricted sources.
Protection of Confidential Information
All Confidential Information delivered, made available or otherwise acquired pursuant to these SaaS Terms shall (i) not be copied, distributed, disseminated or made available in any way or form by Receiving Party without the prior written consent of the Disclosing Party; (ii) be maintained in strict confidence using the same degree of care that the Receiving Party takes to protect its own confidential information, but in no event less than reasonable care; (iii) may only be disclosed to those employees, contractors and/or service providers of Receiving Party who have a need to know in connection with purposes consistent with these SaaS Terms, and who are bound by a written obligation of confidentiality no less restrictive as those set forth herein; and (iv) shall not be used by Receiving Party for any purpose, except for the purposes of these SaaS Terms, without the prior written consent of the Disclosing Party. For the avoidance of doubt, Confidential Information, including personal information collected using the Services, shall be used, collected, retained, processed and deleted in accordance with the provisions of Article 8.
Compelled Disclosure
If the Receiving Party is compelled by law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order; and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
Expiration
The provisions of this Article 8 shall survive the natural expiration or termination of these SaaS Terms for any reason for a period of seven (7) years.
Article 9 Privacy and Security
Privacy
Customer shall at all times remain the sole Data Controller of its Personal Data and shall be responsible for complying with all applicable Data Protection Legislation, such as the General Data Protection Regulation (GDPR). Customer shall be solely responsible for obtaining all consents and authorisations as may be required by any applicable law, for the collection, storage and processing of information and/or sensitive information. For more information, please refer to our Privacy Policy.
Security
Studyportals shall make commercially reasonable efforts to implement security processes for the Services and Customer Data coherent with any applicable industry standards. More specifically, Studyportals shall have in place and shall comply with documented written policies and procedures, periodically reviewed, covering the administrative, physical and technical safeguards in place and relevant to the access, use, loss, alteration, disclosure, storage, destruction and control of information. Such policies and procedures will include encryption of data, virus detection and firewall utilisation.
Article 10 Term and termination
Platform Access Term
These SaaS Terms commence on the Effective Date and will remain in effect for the Platform Access Term as specified on the Work Order, unless terminated in accordance with the provisions herein. If no Platform Access Term has been specified, these SaaS Terms, including access to the Platform, will terminate after a period of twelve (12) months in which Customer has not been active on the Platform.
Termination
Either Party may terminate these SaaS Terms and any Work Order thereunder:
at the end of the Platform Access Term with 30 days’ notice, or if:
- the other Party is in material breach of these SaaS Terms and fails to cure that breach within thirty (30) days after receipt of written notice; or
- the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days.
Effects of Termination
In any event of termination of these SaaS Terms by either Party:
- all rights granted hereunder shall immediately expire and any and all use and/or exploitation by Customer and/or on its behalf of the Services, and any part thereof, shall immediately cease and expire.
- provisions contained in these SaaS Terms that are expressed or by their sense and context are intended to survive the termination of these SaaS Terms shall so survive the termination, including without limitation Articles 2, 4, 6 and 7.
Suspension of Service
Studyportals reserves the right to monitor the use of the Services for security and operational purposes. Studyportals may suspend or otherwise deny Customer’s or any other person’s access to or use of all or any part of the Services for security reasons if Studyportals believes, in its reasonable discretion, that any third party has gained unauthorised access to any portion of the Services using any login credentials, as issued by Studyportals to Customer.
Refunds
Studyportals maintains a no-refund policy and credit card chargebacks are not accepted because the Service is a SaaS (Software as a Service) Platform. Before registration, Customer should always make sure that the Platform delivers according to the required tasks.
Article 11 Miscellaneous
Governing law and court
These SaaS Terms are governed by, and construed in accordance with, the laws of the Netherlands, without regard to its conflict of laws principles. Any dispute regarding the validity, interpretation, termination and performance under these SaaS Terms or any agreement will be brought before the competent courts of the Netherlands.
Severability
If any provision of these SaaS Terms is found by a court of competent jurisdiction or arbitrator to be illegal, void or unenforceable, the other provisions shall remain in full force and effect, and the affected provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to affect the original intent of the parties.
Transfer and assignment
Neither these SaaS Terms, nor the rights or obligations arising hereunder, shall be transferred or assigned to any third parties, in whole or in part, without the prior written consent of the other party. Notwithstanding the foregoing, Studyportals may assign or sub-contract these SaaS Terms to any entity that controls, is controlled by or is under common control with Studyportals without the prior written consent of Customer.
Force Majeure
Neither party hereto shall be liable for any default in the performance of its obligations under these SaaS Terms resulting from (i) a case of force majeure as defined by the law governing these SaaS Terms and the courts in such jurisdiction, or (ii) the following causes: strikes (whether previously announced or not), war (declared or not), riots, governmental action, acts of terrorism, acts of God (fire, flood, earthquake, etc.), or any electrical, utility or telecommunication outages.
Waiver
The waiver by any party of a breach of any provision of these SaaS Terms shall not be construed as a waiver of a subsequent breach of the same provision by that party or the breach of any other provision of these SaaS Terms. The delay or failure of a party to exercise any right or remedy under these SaaS Terms shall not constitute a waiver by that party of any breach of these SaaS Terms. Any waiver of any breach under these SaaS Terms must be in writing.
Language
These SaaS Terms are provided in English and may be provided, for informational purposes only, in a language other than English. The English version shall be the only binding and enforceable version of these SaaS Terms.
Headers
Headings used in these SaaS Terms are for convenience only and shall not affect the meaning or interpretation of any provision of these SaaS Terms.