Terms and conditions
1. INTRODUCTION
1.1. Welcome to the Toba HR Solutions mobile application, a solution that automates and streamlines processes in human capital including but not limited to planning, remuneration, training, administration and management (the "Application"). These General Terms of Use ("Terms of Use") are concluded between Toba HR Solutions NV, a company incorporated under Belgian law, having its registered office at Bellevue Toren, Bellevue 5/901, 9050 Gent, and registered with the Crossroads Bank for Enterprises with company number 0476.252.776 ("Toba HR", "we", "us") and the user ("User", "you" or "your") (together, the "Parties"). The User is the person who consults the Application, registers via any form available on the Application. These Terms of Use outline our relationship with you, as supplemented by our Privacy Policy. By using the Application, you agree to be bound by the following terms and conditions and all applicable laws and regulations.
1.2. Your employer or client (“Employer”) has entered into an agreement (“Customer Agreement”) with Toba HR on, among other things, your use of the Application.
1.3. Your use of the Application means that you are aware of, and agree to, the most recent version of the Terms of Use and our Privacy Policy consultable via the Application. It is your sole responsibility to ensure that your use of any and all third party websites or content complies with all third party requirements.
1.4. We may modify these Terms of Use from time to time. We will notify you of any such change by email or notice in the Application and will note the date of the last change. If you use the Application after these updates are posted, you will be deemed to accept these changes and agree to be bound by them. These Terms of Use will continue to apply until terminated, either by you or by us, as described in these Terms of Use.
2. USER LICENSE
2.1. Toba HR grants you a non-exclusive, limited, non-sublicensable and non-transferable right to use our Application, subject to the limitations set forth in these Terms of Use and any other limitations communicated by us in writing. Nothing in these Terms of Use prohibits Toba HR from providing our Application to others, including your competitors.
2.2. Except for the limited rights expressly granted below, we reserve all right, title and interest in and to the Application, including all associated intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. You agree not to reproduce, duplicate, copy, sell, resell or exploit any part of the Application, use of the Application or access to the Application without our express written consent. You may not duplicate, copy or reuse any part of the visual design elements without our express written consent.
2.3. User may upload, create and provide content to Toba HR on its own ("User Content"). To the extent you upload, create or otherwise provide User Content to us, you grant Toba HR a non-exclusive, royalty-free, worldwide, sublicensable, transferable, license to use, copy, store, modify, transmit and display such User Content as may be necessary or useful to provide and maintain the Application. Toba HR reserves the right, but is not obligated, to review and remove User Content that is deemed to violate the provisions of these Terms of Use or otherwise inappropriate, third-party rights, or applicable laws or regulations.
2.4. Toba HR will use its best efforts to resolve any issues, provided that the User complies with the Terms of Use.
3. ACCESS AND USE
3.1. In order to obtain full access to the Application, your Employer must complete a registration. Your Employer will be asked to (a) provide certain registration details or other information, if required; and (b) set up an account specific to you ("Account") by choosing the Application provided by us under the Terms of Use and pricing.
3.2. When logging in to the Application, you must be eligible and agree to the terms and conditions set forth below. Failure to qualify and continuously comply with any of the following terms and conditions constitutes a violation of these Terms of Use and may result in the termination of your Account and/or your permission to use the Application. In particular, you agree that:
3.2.1. You are of age to give legal consent to access the Application under the laws of all jurisdictions applicable to you. We expressly reserve the right (but have no obligation) to request proof of your age at any time;
3.2.2. Your Account is solely for your use and may not be used by any third party. You may not allow any third party to use your Account, password, login or user ID to access or use the Application, or for any other purpose. We take no responsibility for any third party access to your Account. You must immediately notify us of any unauthorized use of your password and identification and/or breach. You accept responsibility for all activities that occur under your Account, username or password and all such use is deemed authorized by you. You are responsible for the security of the password you use to access the Application and for all activities or actions under your password, whether your password is with our Application or with a third party service;
3.2.3. You have verified and determined that your use of the Application does not violate any law or regulation in any jurisdiction applicable to you. It is your sole responsibility to ensure that this is the case;
3.2.4. You will not use the Application for fraudulent or otherwise illegal purposes;
3.2.5. You understand that we may detect your Internet access location, without obligation, and may use techniques intended to block or restrict access from a jurisdiction where participation in the Application is illegal or restricted;
3.2.6. You will not mask your identity in any way, including, but not limited to, IP masking or accessing the Application through any type of proxy server; and
3.3. You will ensure that all use of your Account is in full compliance with these Terms of Use. We may suspend or terminate your access to the Application without notice to you if you do not use the Application for an extended period of time.
3.4. You agree to use the Application only for its intended purpose, and You will not:
3.4.1. sublicense, lease, rent, lend, distribute or otherwise transfer the Application to any third party;
3.4.2. decompile, reverse engineer, disassemble or otherwise derive the source code of the Application;
3.4.3. use or copy the Application, except as expressly permitted in these Terms of Use;
3.4.4. use the Application to generate unsolicited email advertisements or spam;
3.4.5. modify, remove or render illegible any copyright notice, digital watermark, proprietary legend or other notice contained on the Application.
3.4.6. intentionally distribute worms, Trojan horses, corrupt files or other items of a destructive or misleading nature or use the Application for illegal, invasive, infringing, defamatory or fraudulent purposes;
3.4.7. remove or in any way circumvent technical or other protection measures on the Application;
3.4.8. perform security testing without explicit consent from Toba HR.
4. VERIFICATION OF APPLICATION USAGE
4.1. We reserve the right (but do not assume the obligation) to conduct an audit at any time to ensure that your participation on and use of the Application does not violate these Terms of Use and/or any applicable law. You authorize us and our agents to make any inquiries to you and for us to use and disclose to third parties that we deem necessary to validate this information. To facilitate the aforementioned audit, you agree to provide sufficient information or documentation as we, in our sole discretion, may request. If you do not provide such information within thirty (30) days of our request, if your responses are incomplete or otherwise insufficient, or if we are unable to verify the information, your Account and/or permission to use the Application may be terminated.
5. TERMINATION OR cancellations OF ACCOUNTS
5.1. We may terminate these Terms of Use, terminate all or part of your access to the Application, or suspend all or part of a user's access to the Application, at any time, without notice to you, if we believe, in our sole discretion, that you or any user associated with you has violated or may violate any term or provision of these Terms of Use, if we believe it is required by law, or otherwise. We may delete any Account information or other material related to your use of the Application on our servers or otherwise in our possession. You acknowledge that we will not be liable to you or any third party for any termination of your access to the Application. We reserve the right to terminate your Account for non-payment by your Employer if, thirty (30) days after deactivation of your Account, you have not brought your Account balance up to par or contacted us about reactivation. If we terminate your Account, all of your Account information may be deleted.
6. TERM
6.1. These Terms of Use are effective as of the moment that you are granted access to the Application and will expire at such time as all license subscriptions have expired in accordance with the Customer Agreement.
7. trademarks, trade names and service marks
7.1. Unless otherwise indicated, all logos, names, packaging designs and marks on the Application are trademarks or service marks owned or used under license by us or our business partners. The use or misuse of any of these marks or other information is strictly prohibited.
8. submitted information
8.1. With the exception of Personal Data (as defined in our Privacy Policy), if you provide us with Feedback, including data, variables, comments, suggestions, ideas, notes, drawings, graphics, concepts or other information ("Feedback"), you are providing that Feedback, and all of your rights thereto, to us free of charge, and such Feedback will be treated as non-confidential and non-proprietary and may be used by us for any purpose, without your consent or any compensation to you or anyone else. This applies whether you submit such Feedback to us by email, through a form on the Application, on a bulletin board or otherwise.
8.2. We may from time-to-time monitor, review and, in our sole discretion, modify or delete any postings you make on the Application, but we are under no obligation to do so. You agree not to submit or transmit any material that is unlawful, threatening, defamatory, libelous, obscene, pornographic, or discriminatory, or that could otherwise violate any law, regulation or rule, or these Terms of Use. You are solely responsible for the material you post on the Application. You further agree not to upload, email, post or transmit to, or distribute or otherwise publish through, the Application any material that interferes with the normal operation of the Application, including posting or otherwise transmitting material unrelated to the subject matter at hand or that otherwise restricts or inhibits any other user from using the Application. Through your use of the Application, you may submit and/or we may collect certain limited information about you and your use of the Application in accordance with our Privacy Policy. We will use such information for the purposes set forth in the terms of our Privacy Policy, we are not required to keep such submissions confidential, and we may use submissions (including, without limitation, for products or advertising) without incurring royalties or other fees of any kind, and we will not incur any liability as a result.
9. warranties; DISCLAIMER & limitation of liability
9.1. You warrant that you will abide by and respect these Terms of Use and any additional guidelines of our Application.
9.2. You understand that we cannot and do not represent or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may have contaminated or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to meet your specific requirements for accuracy of data input and output, and for maintaining a means outside the Application for reconstructing lost data. We assume no responsibility or risk for your use of the Internet.
9.3. Our services and all materials on the Application are provided "AS IS" and "AS AVAILABLE" and without warranties of any kind, express or implied, including implied warranties of merchantability and fitness for a particular purpose. Toba HR makes no representations or warranties about the accuracy, completeness, or suitability of any material on the Application, or on any website or websites "linked" to the Application. Toba HR does not warrant that the Application will be available, uninterrupted, error-free, or free of viruses or other harmful components unless agreed upon in the Customer Agreement.
9.4. To the extent permitted by applicable law, under no circumstances will Toba HR or its directors, employees, partners, agents, suppliers or affiliates be liable for any indirect, incidental, special, consequential or punitive damages, including but not limited to lost profits, loss of data, use, goodwill or other intangible losses, arising from (i) your access to or use of or inability to access or use the Platform; (ii) any third-party conduct or content on the Platform; (iii) any content obtained from the Platform; and (iv) unauthorized access, use or modification of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been advised of the possibility of such damages, and even if any remedy set forth herein is found to fail of its essential purpose.
9.5. To the maximum extent permitted under applicable law, the maximum liability of Toba HR to you, arising from these Terms of Use will in no event exceed the total amount paid by the Employer for the Application giving rise to the liability as set forth in the Customer Agreement. The aforementioned limitations will not apply to a Party's liability resulting from (i) fraud or deceit, and/or (ii) willful misconduct.
10. indemnification
10.1. You agree to defend, indemnify and hold harmless Toba HR, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors and contractors (the "Indemnified Parties") from and against any and all liability, loss or damage, costs or expenses, including but not limited to court costs, attorneys' fees, and any awards or damages caused by, in connection with or incidental to your use of our Application.
11. wEBSITES of third parties
11.1. We may provide links and references to Internet sites maintained by others independent of Toba HR ("Third Party Sites"). We have not reviewed all of the Third Party Sites linked to the Application and are not responsible for the content of, or any products or services offered on, such Third Party Sites. Toba HR makes no representation or warranty as to the accuracy, completeness or authenticity of any information contained on any such website. Your access to Third Party Sites from the Application is at your own risk.
12. miscellaneous
12.1. If any provision of these Terms of Use is deemed invalid, illegal or unenforceable, such provision will be deemed amended to comply with applicable law and the remaining provisions of the Terms of Use will continue in full force and effect to the extent permitted by law. Your use of the Application is subject to our Privacy Policy. These Terms of Use and Privacy Policy represent the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written communications with respect to the subject matter. Our relationship is that of independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created between us by these Terms of Use.
12.2. Toba HR cannot be held responsible in case of default (temporary or otherwise) or in case of failure to perform any of its obligations as a result of a case of force majeure or coincidence.
12.3. These Terms of Use will be construed in accordance with Belgian law, without regard to any conflict of law principles. The competent courts of Antwerp will have exclusive jurisdiction over any dispute or controversy arising from or related to these Terms of Use or its subject matter.
12.4. If, due to circumstances beyond the control of Toba HR, it is unable to continue with the performance of its obligations or is simply made more expensive or difficult, Toba HR and the user undertake to negotiate, in good faith and fairly, within a reasonable time, an adjustment to the contractual conditions, this in order to be able to restore the balance. In the absence of agreement, within a reasonable period of time, either party may invoke the termination of the contractual relationship that binds them, without compensation or indemnity of any kind.