Platform Terms of Use

InterRadish B.V.

Last updated: April 2024

We are InterRadish B.V. (InterRadish).

InterRadish offers a platform that enables its customers to access information and collaborate on (software) solutions in the fields of warehouse management, transport, and automation (the Platform). In addition, InterRadish provides question-and-answer sessions, and other support services (the Support Services). The Platform and Support Services together are referred to as our Services.

For more information, InterRadish refers to its Website: www.interradish.com.

InterRadish offers its Services under the condition that the Customer accepts these Platform Terms of Use, including any applicable appendices (the Terms).

In these Terms, InterRadish and the Customer may be referred to individually as 'party' and collectively as 'parties'.

1. DEFINITIONS

In these Terms, we apply the following definitions:

InterRadish: InterRadish B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands, having its corporate seat in Amsterdam (address: Barbara Strozzilaan 101, 1083 HN Amsterdam), and registered in the trade register of the Dutch Chamber of Commerce under number 90762347.
Account: online personal environment of the Customer that is required for the use of Services and which the Customer can access via interradish.com by entering an email address and password.
Agreement: the agreement regarding the provision of Services by InterRadish to the Customer, consisting of the Subscription and these Terms together, and any modification thereof or addition thereto.
Authorized Users: the Customer or the employees, representatives, and third parties authorized by the Customer to use the Services.
Customer: the natural or legal person acting in a commercial or professional capacity who is registered in the trade register of the Dutch Chamber of Commerce, or a person acting otherwise than for purposes of conducting a business or profession, and who enters into an Agreement with InterRadish, or to whom InterRadish makes an offer.
Content: refers to all content on the Platform and/or other content related to the Services, consisting of both User Generated Content and InterRadish Content.
Documentation: the documents that are made available to the Customer by InterRadish online via the Website and/or the Platform or by other means, and contain a description and/or user manual of the Services.
Effective Date: the start date of the Agreement between InterRadish and the Customer as stated on the Subscription Page.
Force Majeure: circumstances that are not attributable to the Customer or InterRadish, including (i) circumstances beyond the control of InterRadish or any of its suppliers, (ii) government measures, (iii) power failures, (iv) disruptions in the internet, data network or telecommunication facilities, (v) (cyber)crime, (cyber)vandalism, war, or terrorism, and/or (vi) general transport problems.
InterRadish Content: content which is added to the Platform/Services by InterRadish itself, consisting of content created by InterRadish or created by Customers and reposted by InterRadish.
Platform: the platform offered by InterRadish, on which the Customer can access information and collaborate on (software) solutions in the fields of warehouse management, transport, and automation, available via the Website for Customer’s that have an active Subscription.
Services: the Platform and the Support Services.
Subscription: the user subscription for the Platform and further specified Support Services, as purchased by the Customer and further specified on the Subscription Page.
Subscription Fee: the amount owed by the Customer to InterRadish for the Services based on the Subscription, as stated on the Subscription Page.
Subscription Page: overview page in the Account with specifications of the Services purchased by the Customer, the Subscription Fees, and any conditions further agreed upon by the parties.
Support Services: the question-and-answer sessions, and other support provided by InterRadish with regard to the Services (including making the Documentation available), as described on the Subscription Page.
User Generated Content: content which is created, uploaded, submitted, distributed, posted or otherwise added to the Platform/Services by the Customers, including content that is added to the Platform/Services in connection with Customers linking their accounts to third party websites and services.

Other definitions – recognizable by use of a capital letter at the beginning – may also be explained in-text in the below.

2. FEES AND PAYMENT

InterRadish applies the Subscription Fees as agreed between InterRadish and the Customer, as stated on the Subscription Page. The Subscription Fees are based on the agreed Services and (if applicable) service levels. All Fees are in euros (EUR), exclusive of VAT and other levies imposes by relevant authorities.
All costs incurred by the Customer in connection with the conclusion of the Agreement are borne by the Customer.
InterRadish offers various payment options and invoicing periods (e.g. monthly, quarterly or yearly). All available payment methods are described on our website and may be updated from time to time. Terms and conditions of the selected payment service provider may apply.
InterRadish will provide the Customer with an invoice one month in advance of their renewal date. A payment term of 14 days applies. The Customer hereby authorizes InterRadish to (automatically) charge the payment to the credit card provided in case the Customer opts to pay by credit card. If the Customer has opted for an automatic payment option, payment of the Subscription Fee will be automatically processed using the selected payment method on the date mentioned on the invoice as the payment due date, or may be reprocessed thereafter if payment is not yet successful. If the payment of the Subscription Fee is not successful within thirty (30) days following the invoice date, InterRadish may deny the Customer access to the Platform and Services and choose to terminate the Customer’s account. If Customer has opted for a manual payment option, payment of the Subscription Fee should be made within the payment term. If the Customer fails to fulfill its payment obligation in time, InterRadish may at its discretion deny the Customer access to the Platform and Services and choose to terminate the Customer’s account at the end of the active paid-for Subscription.
Furthermore, InterRadish reserves the right to charge interest on any overdue amount at the maximum rate permitted by law. The Customer will be responsible for all costs incurred by InterRadish in pursuing the collection of overdue amounts, including, but not limited to, legal fees and collection costs. InterRadish may at its sole discretion choose to engage a debt collection agency to collect any overdue Subscription Fee and all related costs incurred.
The Customer shall provide InterRadish with valid, current, and complete payment information and other valid, current, and complete billing information on or before the Effective Date.
InterRadish reserves the right to revise and adjust the prices for the Services from time to time, for example when new functionalities or features are added to the Services. InterRadish will notify the Customer of any price change at least thirty (30) days prior to the implementation of such change, including the date on which such price change will become effective. If you are a consumer covered by consumer protection laws or regulations in The Netherlands and you do not agree to the price change, you have the option to terminate (opzeggen) the Agreement within thirty (30) days of the notification and with effect from the date on which the new prices for the Services would take effect.

3. CUSTOMER OBLIGATIONS AND WARRANTIES

The Customer is obliged to:
1. provide all necessary cooperation to InterRadish in connection with the Agreement and provide all necessary information requested by InterRadish;
2. comply with all applicable laws and regulations concerning its activities under the Agreement;
3. ensure that the Authorized Users use the Services in accordance with the terms of the Agreement, particularly, but not limited to, Clause 4 of these Terms;
4. ensure that its network and systems on which the Platform operates comply with the specifications set by InterRadish from time to time; and
5. prevent unauthorized use of the Account by implementing adequate security measures.
With respect to the Authorized Users, the Customer warrants that:
1. the Platform/Services will not used by more than the agreed number of Authorized Users specified in the Subscription, unless additional agreements are made with InterRadish;
2. the use of the Services by Authorized Users will not violate the Terms and applicable laws and regulations;
3. each Authorized User will use a secure password for accessing the Platform/Services, and that each Authorized User will keep this password confidential;
4. the Customer is fully responsible for maintaining the security and confidentiality of usernames and passwords in accordance with InterRadish’s password policy. The Customer is obliged to notify InterRadish immediately if there is any suspicion of misuse of the Subscription.

4. USE OF THE SERVICES

Subject to the Customer’s compliance with the Agreement, InterRadish grants the Customer a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license for fair use of the Services (and the Platform) for the duration of the Agreement, solely for the Customer’s internal business purposes. The Customer may only provide access to the Services to Authorized Users.
The Customer warrants the legality, reliability, integrity, correctness, and quality of the information provided by the Customer in relation to the Platform/Services and/or User Generated Content (if created by Customer).
The Customer and the Authorized Users are not permitted to:
1. (attempt to) sell, sublicense, distribute, or merge access to (the content of) the Services into or with other services;
2. allow third parties to access non-public or secure parts of the Services;
3. send viruses, junk mail, spam, unsolicited offers, or advertisements of any kind;
4. violate any security or authentication measures;
5. use automated software systems to extract data from the Services (“(screen) scraping”);
6. attempt to reverse engineer, decompile, disassemble, or otherwise discover the underlying structure, ideas, know-how, or, if applicable, any source code, object code or algorithms related to the Services, documentation, or data relating thereto;
7. use the Services in any way – or create content with them – that infringes the rights of third parties, such as Intellectual Property Rights and privacy rights;
8. create derivative works of any kind;
9. use the Services for unlawful or illegal purposes;
10. create or attempt to create competing versions of the Services or any services with features similar to the Services; and/or
11. directly or indirectly attempt to:
  1. copy or republish (parts of) the Services;
  2. cause damage to or misuse the Services in any other way.
If the Customer or an Authorized User acts in violation of any of the provisions of this article, InterRadish is entitled to immediately deny the Customer access to the Services and terminate the Agreement without further notice or prior notice, without prejudice to InterRadish’s right to claim damages.
The Customer must notify InterRadish if it becomes aware of any unauthorized use or access to the Services.
InterRadish is entitled to detect and monitor unauthorized use (in violation of the Agreement) by the Customer or an Authorized User in the Services. Upon request, the Customer will immediately cooperate with an investigation to be carried out by or on behalf of InterRadish regarding compliance with the agreed usage restrictions.

5. CONTENT ON THE PLATFORM

The Platform offered by InterRadish contains content which consists of both User Generated Content and InterRadish Content (collectively referred to as the Content).
InterRadish does not proactively monitor, screen and/or disable the User Generated Content on the Platform but reserves the right to reactively remove or disable any Content posted on the Platform or any associated Services at its sole discretion and without notice after receipt of a Notice-and-Take-Down request as defined below, or if it otherwise obtains knowledge or awareness of illegal activity or illegal content.
If the Customer finds that any Content placed on the Platform infringes applicable legal and regulatory provisions, in particular in case of clearly illegal content (e.g. defaming, denigrating or infringing its intellectual property rights), Customer will notify InterRadish by sending a Notice-and-Take-Down request to [email protected]. In such case, Customer must provide InterRadish with all information necessary to enable InterRadish to identify the Content in question and take further actions if necessary, such as:
1. Name and other available information of the Customer who uploaded the Content;
2. Description of the content in dispute and the precise location;
3. The reasons why the Content should be removed, including the legal and factual basis.
InterRadish has the right to remove and/or block certain Content without reason following a Notice-and-Take-Down request it receives (see Clause 5.3).

6. AVAILABILITY OF THE PLATFORM AND WARRANTY DISCLAIMER

InterRadish will use reasonable efforts to make the Platform available at all times. InterRadish does not accept any responsibility whatsoever for unavailability of the Platform, or any difficulty or inability to download or access content, or any other communication system failure which may result in the Platform being unavailable.
InterRadish is not responsible for any support or maintenance regarding the Platform. InterRadish may – at its own discretion – update, modify, or adapt the Platform and its functionalities from time to time to enhance the user experience. This may result in any downtime for which InterRadish is not responsible.
To the maximum extent permitted by applicable law, InterRadish hereby disclaims all implied warranties regarding the availability of the Platform. The Platform is provided "as is" and "as available" without warranty of any kind.

7. CONFIDENTIALITY

InterRadish and the Customer shall maintain the secrecy and confidentiality of all information exchanged in the context of the Agreement and any negotiations, protecting it from disclosure to third parties. Information shall be considered confidential if this follows from the nature of the information or if the information is explicitly designated as confidential by InterRadish and/or the Customer (Confidential Information).
Confidential Information includes, but is not limited to:
1. the content of the Agreement;
2. information regarding the Services;
3. all financial, commercial and operational information that InterRadish makes available to the Customer.
Confidential Information does not include information that:
1. is or becomes public knowledge other than through the act or omission of the receiving party;
2. was in the lawful possession of the receiving party prior to the disclosure;
3. was lawfully disclosed to the receiving party by a third party not subject to any disclosure restriction;
4. is required to be disclosed by operation of law, by order of a competent court, regulatory authority, or administrative body.
InterRadish and the Customer shall not use or disclose the Confidential Information for any purpose other than what is necessary in the context of performing the Agreement. The Customer shall ensure that only Authorized Users have access to Confidential Information to the extent necessary for their duties and that such Authorized Users are contractually bound to confidentiality.
InterRadish and the Customer are not obliged to pay damages or compensation if they are legally required to disclose confidential information and comply with this legal obligation. If a party is legally required to disclose any Confidential Information, that party shall not disclose more Confidential Information than is necessary to fulfill the relevant legal obligation.
This Clause shall continue to apply in full after the termination of the Agreement.

8. INTELLECTUAL PROPERTY

Intellectual Property Rights include all existing and future, registered and unregistered, intellectual property rights worldwide, including but not limited to: copyrights, patent rights, database rights, trademark rights, design rights, neighboring rights, trade name rights, trade secrets, rights in/to know-how, licenses, domain names, proprietary rights, and processes.
InterRadish (or its licensor or supplier, as applicable) is the exclusive owner of all Intellectual Property Rights in and related to the Platform and the (Support) Services developed and/or used for the performance of the Agreement. InterRadish is also the exclusive owner of all Intellectual Property Rights in and related to other information and services offered by InterRadish, including, but not limited to: the Website, Documentation, and other documents and materials. The Customer obtains the rights of use granted in these Terms.
The Customer guarantees to be the exclusive owner of all Intellectual Property Rights (if applicable) to the information that the Customers shares with InterRadish or shares on the Platform/Services as User Generated Content. InterRadish will be granted a non-exclusive license by the Customer to use any materials provided by the Customer to InterRadish. InterRadish may also use this information in communications and advertisements in all media for the range offered by InterRadish. The Customer guarantees to be authorised to grant this license to InterRadish, without infringing applicable legislation and regulations or the rights of third parties.

9. PRIVACY

InterRadish respects the privacy of the Customers. InterRadish attaches great importance to the General Data Protection Regulation and the other relevant privacy legislation and regulations.

10. LIABILITY AND INDEMNIFICATION

InterRadish is under no circumstances liable for:
1. damage that arises because InterRadish has relied on incorrect or incomplete information provided by the Customer in the performance of the Agreement;
2. any damage caused by the use of the Services by the Customer or Authorized Users, in particular their use of the Content;
3. any damage caused by the use of an Integration within the Services;
4. any damage caused by a modification of the Services by anyone other than InterRadish;
5. damages resulting from hacking, sabotage, or other unauthorized access or use of the Platform or Customer’s Accounts due to the negligence of the Customer or Authorized Users;
6. damages in connection with InterRadish’s failure to perform its obligations under these Terms if such failure is due to Force Majeure;
7. consequential damage, lost profit, lost savings, reduced goodwill, damage due to business interruption, damage as a result of claims from customers of the Customer, damage related to the use of third-party goods, materials or software prescribed by the Customer to the supplier is excluded;
8. damage related to the destruction or loss of data or documents;
9. any damage or alteration to the Customer’s or Authorized User’s property resulting from any use of the Services; and/or
10. damage caused by improper and unlawful use of the Services by the Customer or Authorized User, for example not following the instructions for use of InterRadish or acting in violation of the Agreement.
If InterRadish is nevertheless liable for any reason, then the liability is limited to the total amount of Subscription Fees paid during the twelve (12) months prior to the date on which the claim arose or to a total amount of EUR 900 (whichever is less).
If the Customer acts in violation of any of its obligations under the Agreement, the Customer is liable to InterRadish for compensation for any damage suffered or to be suffered by InterRadish.
The Customer may only claim compensation under the Agreement if they have taken all necessary steps to mitigate the damage and/or prevent further damage. This right lapses if the Customer has not informed InterRadish within six (6) months after the damage occurred and has not provided all relevant information in this regard.
Nothing in these Terms shall exclude or limit InterRadish’s liability when it cannot be excluded or limited under applicable law. The exclusions and limitations referred to in this Clause 10 lapse if and insofar as the damage is the result of intent or gross fault on the part of InterRadish.
To the extent permitted by law, the Customer shall indemnify and hold InterRadish harmless from and against all liabilities, damages, losses and costs (including settlement costs and reasonable attorneys fees) arising from claims by third parties that suffer or are alleged to suffer damage as a result of the performance of the Agreement or the use of the Services by the Customer, unless the cause is attributable to InterRadish or is at the risk of InterRadish.

11. FORCE MAJEURE

In the event of Force Majeure, InterRadish is not required to fulfill the obligations under the Agreement and/or shall not be liable for any damages suffered by the Customer. If a situation of Force Majeure lasts longer than 30 days, both the Customer and InterRadish are entitled to terminate (ontbinden) the Agreement in accordance with these Terms (Clause 11).

12. DURATION AND TERMINATION

The Agreement takes effect on the Effective Date and is entered into for a term of one year, with automatic renewal for subsequent one-year periods unless terminated in accordance with these Terms.
InterRadish will make the purchased Services available within a reasonable period following the Effective Date.
Each party may terminate (opzeggen) the Agreement with a notice period of one (1) month, with the termination effective at the end of the subscription year in which the notice period concludes. If you are a consumer covered by consumer protection laws or regulations in The Netherlands, you may terminate (opzeggen) the Agreement with a notice period of one (1) month during a renewal.
Either party may terminate the Agreement with immediate effect, without being liable for any damages resulting from the termination, if the other party:
1. has been dissolved or liquidated, or is in the process of being dissolved or liquidated;
2. has been granted a suspension of payments or has been declared bankrupt;
3. is placed under guardianship or passes away; or
4. under what conditions whatsoever, no longer has the right to freely manage its assets.
Upon termination of the Agreement:
1. the Subscription ends, and InterRadish is entitled, upon written notice to the Customer, to close and delete the Account at any time;
2. both Parties shall return to each other any Documentation, and other items (including copies thereof), or, if instructed by InterRadish, destroy them; and
3. the Customer shall promptly settle all outstanding invoices.

13. AMENDMENT OF TERMS

InterRadish reserves the right to unilaterally amend these Terms. InterRadish will notify the Customer in writing thirty (30) days before the changes take effect. If, after this notice period and the amendment of the Terms, the Customer continues to use the Services without further notice, the Customer shall be deemed to have accepted the amended Terms.
If you are a consumer covered by consumer protection laws or regulations in The Netherlands and you disagree with any of the changes to the Terms as stated in section 1 - if such changes are evidently significant - you have the right to terminate (ontbinden) the Agreement within thirty (30) days after the notification and effective from the date the amended Terms would come into force.

14. INTEGRATIONS WITH THIRD PARTIES AND PLATFORM HOSTING INFORMATION

The Platform is hosted on Kajabi (https://kajabi.com/), an external service provider. By accessing / using the Platform, you acknowledge and agree that the Platform is also subject to the hosting services of Kajabi and that you, as a Customer, are also bound by the terms of use and privacy policy of Kajabi. It is your responsibility to familiarize yourself with Kajabi’s terms, as they may affect your use of the Platform.
InterRadish can offer external products and services from third parties to the Customer and integrate them into the Services (Integrations). If the Customer wants to make use of such Integrations, it enters into an agreement with the relevant service provider in respect of the Integration(s) at its own risk and expense and InterRadish is not a party to such agreement.
If InterRadish makes Integrations available to the Customer or grants access to them, the (license or sales) conditions of the relevant third parties in the relationship between the third parties and the Customer (Third-Party Agreements) apply to those products or services.
The Customer shall indemnify and hold InterRadish harmless against any claim made against InterRadish with regard to the Customer’s (non-)compliance with Third-Party Agreements. In addition, the Customer shall indemnify and hold InterRadish harmless against any claim resulting from unauthorized use by the Customer or Authorized Users of the Services. For the purposes of these Terms and Conditions, any act or omission of Authorized Users shall be imputed to the Customer as having been committed by the Customer itself.

15. MISCELLANEOUS

If InterRadish does not enforce (any parts of) the Agreement, this cannot be regarded as consent or waiver of the right to enforce it at a later date or against another Customer.
The rights granted under the Agreement are only granted to the Customer and are not deemed to be granted to any subsidiary or holding company of the Customer. The Customer cannot assign and/or transfer its rights and obligations under the Agreement to a third party, unless InterRadish has given its prior written consent.
InterRadish may outsource, assign, and/or transfer all its rights and obligations (or parts thereof) under the Agreement to a third party, for example, in the event of a merger, acquisition, or sale of assets, pursuant to the law or otherwise.
If any provision of this Agreement shall be deemed wholly or partially unlawful, void or otherwise unenforceable, then such provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. The unlawful, void, voidable or otherwise unenforceable part shall be replaced or be deemed to be replaced by a provision that is considered to be valid and enforceable and which interpretation shall be as close as possible to the intent of the invalid provision.
These Terms, including any appendices, constitute the entire Agreement between the Parties and supersede any prior agreements on this subject.
Any notice to be given by InterRadish to the Customer under the Agreement will be sent to the Customer’s e-mail address as specified by the Customer during registration/in its Account. Notices from Customer to InterRadish must be made in writing using the contact details provided in these Terms.

16. GOVERNING LAW AND JURISDICTION

The Agreement and the Services shall be governed by and construed in accordance with Dutch law.
All disputes arising out of or in connection with the Agreement and/or the Services shall be exclusively submitted to the competent court of Amsterdam, the Netherlands, unless the dispute can be settled in an amicable fashion. If you are a consumer covered by consumer protection laws or regulations in The Netherlands, you may, within one (1) month after InterRadish has invoked this provision in writing, choose to opt for resolution of the dispute by the competent court as prescribed by law.

InterRadish B.V.

Address: Barbara Strozzilaan 101, 1083 HN Amsterdam

Email: [email protected]

Website: interradish.com

Chamber of Commerce: 90762347