LEPAYA – TERMS AND CONDITIONS
LTD Group B.V. (and its subsidiaries)
Last updated: January 2021
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Welcome to Lepaya. Lepaya offers software and services to design and run learning journeys and to measure progress in learning. These terms and conditions (the “Terms”) apply to the relationship between LTD Group B.V. and her Subsidiaries LTD NL B.V. and LTD TF B.V. (“LTD Group. ”) and its users (“Users”), for any use of the website www.lepaya.com (the “Website”), the mobile and desktop application called “Lepaya” (the “App”) and any other parts of the software (the “Software”) offered by LTD Group B.V. LTD Group B.V. offers the Software, including all information, tools and services, under the condition that the User accepts these Terms.
1.1 LTD Group B.V. a limited liability company incorporated under the laws of the Netherlands. The company is registered with the Dutch Chamber of Commerce under registration number 69553998. The company’s registered office is at Herengracht 338, 1016 CG in Amsterdam. LTD Group B.V. is also referred to as “we”, LTD Group and Lepaya.
1.2 Lepaya: the name under which LTD Group B.V. offers the Software to its Users.
1.3 Customer: a company that enters into an agreement with LTD Group for the use of the Software and Services of Lepaya.
1.4 User: an individual private person or legal entity (company) making use of the Software. This includes employees of legal entities that use the Software on the initiative of their employer.
1.5 Software: the software LTD Group has developed to design learning journeys and measure progress in learning. This Software is available as an application for mobile devices and desktop (“App”).
1.6 Services: the services LTD Group offers in addition to the Software, including the design of or advise on optimizing learning journeys.
1.7 Account: personal account that every User gets after registration and payment by the Customer. Through the Account, Users can use the Software.
2 SOFTWARE AND SERVICES
2.1 The Software is developed to design learning journeys. LTD Group and its Customers may evaluate your learning journey and measure your progress.
3 REGISTRATION AND PERSONAL ACCOUNT
3.1 To use the Software, Users must register and create an Account. Users can sign up after Customer has registered for the Customer, using their Customer’s email address.
3.2 Customers and Users will provide complete and accurate account information for all use of the Software.
3.3 LTD Group may issue passwords for the User’s accounts to Customer, or enable Customer’s administrator to issue these passwords. Customer is responsible for the confidentiality of the User’s passwords.
3.4 Customer and User agree to promptly notify LTD Group of any unauthorised use of passwords or any other known security breach.
4 USING THE SOFTWARE
4.1 Users of the Software must be at least 18 years old.
4.2 It is prohibited to use the Software in such a way that violates the Dutch law or other applicable laws and regulations.
4.3 Customer and User may not provide any information, data or content that is incorrect, incomplete or that violates any law or regulation. In addition, Customer and User agree to:
a) Do not enter any non-public or secure areas of the Software;
b) Do not send viruses or worms;
c) Do not use any defamatory, threatening, hateful, obscene or abusive language, images or other content on the Software; and
d) Do not investigate, scan or test the Platform or any other related system or network, or violate any security or authentication.
4.4 Users may not create an account on someone else’s name.
4.5 LTD Group is entitled to (temporarily or permanently) block an Account and deny User access to the platform, if we suspect abuse of the account, the Website or the App.
5.1 The fee for the use of the Software and our other Services will be agreed in a separate offer with the Customer (the “Agreement”).
5.2 Customer will pay invoices according the payment conditions in the Agreement, without any setoff, deduction or suspension. Customer must notify LTD Group of any objections to invoiced fees
7 INTELLECTUAL PROPERTY
7.1 The Customer or User shall not be entitled to any Intellectual Property Right with respect to the Software and/or the other services and information offered, except for proprietary Customer or User data shared through the App.
7.2 Insofar (content in) the App is created by LTD Group at the request of the Customer and/or in cooperation with the Customer, all Intellectual Property Rights created in respect of the development or creation of the App or its contents are deemed to be vested in LTD Group, and, insofar created by the Customer, shall be regarded as having been made by the Customer for and on behalf of LTD Group for no consideration, unless agreed differently the Agreement. Insofar such the Intellectual Property Rights created by the Customer on LTD Group´s behalf are not assigned to LTD Group by operation of law, the Customer hereby assigns to LTD Group in advance all the rights, interest and title in such Intellectual Property Rights and shall assign all such rights, interests and titles to LTD Group as soon as it is created at LTD Group´s first request, and the Customer shall cooperate fully in recording such rights in the name of LTD Group as exclusive owner. The Customer hereby waives and agrees never to assert any and all rights it may have in or with respect to any Intellectual Property Right (or to register any such right in its own name), even after termination of the Agreement.
7.3 LTD Group gives Customer and its employees (the “Users”) a number of revocable, non-exclusive and non-transferable licenses to install and use the Software as specified in the Agreement, for a time period as specified in the Agreement. One license may only be used by one User at the same time. Customer and Users are not allowed to sell, sub-license, distribute or access the content of the Software in any way, other than by using the App in accordance with such licenses.
7.4 The Customer and the Users may solely use the Software for personal, non-commercial use, unless agreed differently the Agreement.
7.5 In the event of a breach of this article, the relevant Customer or User will be liable to LTD Group for an immediately payable amount of EUR 50.000 per breach and EUR 2.500 for each day on which the breach continues. This penalty does not prejudice LTD Group’s entitlement to compensation for damages insofar such damages exceed the amount of the penalties incurred. Without prejudice to LTD Group’s unlimited right to be compensated for damages, the penalties shall not exceed the yearly fee paid by such Customer or User.
8 AVAILABILITY OF THE SOFTWARE, DISCLAIMER OF WARRANTIES
8.1 This Software is available to handheld mobile devices running Apple iOS and/or Android OS Operating Systems. LTD Group will use reasonable efforts to make the Software available at all times. However, User acknowledges the Software is provided over the internet and mobile networks and thus the quality and availability of the Software may be affected by factors outside LTD Group’s reasonable control.
8.2 LTD Group does not accept any responsibility whatsoever for unavailability of the Software, or any difficulty or inability to download or access content or any other communication system failure which may result in the Software being unavailable.
8.3 To the maximum extent permitted by law, LTD Group hereby disclaims all implied warranties regarding the Software. The Software is provided “as is” and “as available” without warranty of any kind.
9.1 LTD Group is not in any event liable for:
a. the actions or inactions of other Software Users;
b. the situation where User’s mobile device is stolen and any third party subsequently makes use of User’s account;
c. unauthorised and illegal access to an Account by third parties, which could not be prevented by the security measures taken by LTD Group;
d. failure to meet any of LTD Group’s obligations under these Terms where such failure is due to events beyond LTD Group’s control (for example a network failure);
e. any damage or alteration to User’s equipment including but not limited to computer equipment, handheld device or mobile telephones as a result of the installation or use of the Software.
9.2 Nothing in these Terms shall exclude or limit LTD Group’s liability which cannot be excluded or limited under applicable law.
Customers and Users will indemnify, defend, and hold LTD Group harmless from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of third party claims regarding:
(a) any injury or damages resulting from behaviour of User related to the use of our Website or App; and
(b) breach by User of these Terms or violation of any applicable law, regulation or order.
11.1 LTD Group reserves the right to change these Terms. When we change these Terms in a significant way, we will post a notification on our Website along with the updated Terms. We will also notify you via our App, and request you to accept the updated Terms before you can continue to use our App. By continuing to use the App, Website and/or our services, you acknowledge the most recent version of these Terms.
11.2 If we do not enforce (parts of) these Terms, this cannot be construed as consent or waiver of the right to enforce them at a later moment in time or against another Customer or User.
11.3 The Terms are part of the Agreement between LTD Group and Customer. Together the Agreement and Terms supersede all prior agreements between LTD Group and Customer.
The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision of these Terms. Any such invalid or unenforceable provision 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.
13.1 All non-public information disclosed by LTD Group or Customer which everyone reasonably knows or should know is confidential is considered to be “Confidential Information”. It shall not include:
a) Information that is already in possession of the receiving Party before the disclosure;
b) Information that has been legitimately owned by the receiving Party through a third party, who does not violate a confidentiality obligation against the providing Party; or
c) Information that has become available to the public domain without any (in)direct involvement of that Party, or after the disclosure other than as a consequence of a violation of these Terms by the receiving Party.
13.2 LTD Group and Customer (the “Parties”) agree to keep all Confidential Information strictly confidential and secret. The receiving party of the Confidential Information shall not disclose, use, transmit or otherwise make it available to any entity or person, except if this is necessary to fulfil the obligations in these Terms or any other agreement between Parties.
13.3 The Parties should take all reasonable necessary actions to preserve and protect the Confidential Information.
13.4 Each Party agrees to restrict access to the Confidential Information to its employees.
13.5 When the Agreement between LTD Group and the Customer and Users end, each party shall return or destroy – as the parties agree – all (copies of) the Confidential Information in line with the timelines as indicated in the processor agreement.
14 APPLICABLE LAW AND JURISDICTION
14.1 These Terms shall be governed by and construed in accordance with the laws of the Netherlands.
14.2 All disputes shall be exclusively submitted to the competent court of Amsterdam, the Netherlands.
15 COMPLAINTS, COMMENTS AND SUGGESTIONS
LTD Group strives to give you optimal service. Please let us know if you have a complaint, comment or suggestion. You can contact us at firstname.lastname@example.org.
16 OFFER AND SPECIFIC AGREEMENT FOR CUSTOMERS OF LEPAYA SHOP AND OPEN ENROLMENT
16.1 LTD Group publishes the offer on its website, which will contain the following information: a description of the training and of the (possible) educational material that is part of it, the method of execution, starting moment of the training, the admission requirements (if any), the total investment, and a link to these terms and conditions.
16.2 By enrolling, the customer makes it known that he knows and accepts the general terms and conditions of LTD Group. LTD Group sends an electronic or written confirmation to the customer. This confirmation serves as proof of the conclusion of the agreement.
16.3 Unless otherwise agreed in writing, all prices are exclusive of VAT and are in Euros. Payment can be made immediately using any of the available payment methods, or, in case an invoice is requested, be made within 30 days after the invoice date (this is in principle the start date of the training). If the customer fails to pay an invoice on time, then the customer is legally in default. The customer shall then owe an interest of 1% per month. The interest on the amount due will be calculated from the moment the customer is in default until the moment of payment of the full amount due. If the customer is in default in the (timely) fulfilment of his obligations, all reasonable – both judicial and extrajudicial – collection costs shall be borne by the customer. The extrajudicial costs are calculated on the basis of what is customary in the Dutch collection practice.
16.4 For LTD Group the delivery of top quality is a requirement. In everything we do, we strive to achieve this. However, it is of course possible that a customer is not satisfied with something. Filing a complaint can be done by e-mail to email@example.com. All complaints will be treated confidentially. We strive for a response as soon as possible, and will at all times respond within ten working days. If a longer period of time is required to carry out research, the complainant will be informed within ten working days and the delay will be explained. Moreover, an indication will be given of when LTD Group expects to give a definite answer.
16.5 If the complaint is not resolved by mutual agreement, then the customer or LTD Group can turn to the Mediation Commission https://www.mediationhuis.nl/.
16.5a If LTD Group wishes to involve the Mediation Commission, the complainant will first be informed in writing.
16.5b If the complainant wishes to involve the Mediation Commission, this is only possible if the complaint has prior been submitted to LTD Group and this has not led to an appropriate solution. When the customer submits a dispute to the Mediation Commission, LTD Group is bound by this choice. A dispute must be submitted to the Mediation Committee within twelve months after the submission of the complaint to LTD Group.
LTD Group B.V. (trading under the name “Lepaya”)
1016 CG Amsterdam
Chamber of Commerce (Kamer van Koophandel) number: 69553998
VAT number: NL 857917171B01