Legal notice

IProLoop General Terms and Conditions – Legal Notice

1. INTRODUCTION

These General Terms and Conditions (“Agreement”) apply to all services provided by IProLoop (“the Company”, “we”, “our”, “us”) to its clients (“Client”, “you”, “your”).

By accessing or using any of our services, including but not limited to procurement, SAP consulting & training, network and cloud security services, or any other offerings (collectively, “Services”), you agree to be bound by these Terms.

These Terms apply regardless of whether the Client is an individual, company, or other entity and apply globally, including across regions such as the European Union (EU), California, Brazil, and Canada.

2. SCOPE OF SERVICES

2.1. GENERAL OVERVIEW OF SERVICES

IProLoop provides the following services (“Services”) to clients, subject to the terms and conditions set forth in the respective Service Agreement or Purchase Order:

• Strategic Procurement: IProLoop offers consultancy and solutions to optimize procurement strategies, enhance supplier relationships, and improve cost-effectiveness in sourcing and purchasing.
• SAP Consulting & Training: IProLoop provides expert consulting and training services related to SAP systems, including SAP S/4HANA, SAP MM, SAP procurement processes, and other SAP-related modules. This includes system implementation, configuration, customization, and end-user training.
• Network & Cloud Security: IProLoop delivers services focused on securing IT infrastructures, including network security assessments, threat detection, risk management, cloud security solutions, and compliance with relevant security standards and regulations.
• IT Systems Integration and Optimization: IProLoop supports businesses in integrating and optimizing IT systems to enhance operational efficiency. This includes the integration of third-party software, custom solutions, and performance optimization of existing IT infrastructure.
• Customized Training Programs for Business: IProLoop develops and delivers tailored training programs designed to meet the specific needs of businesses, improving skills in areas such as SAP, procurement, IT systems, and security, among others.
• Placement of Experts: IProLoop provides expert placement services, connecting clients with highly qualified professionals in areas such as procurement, SAP, network and cloud security, IT systems integration, and other specialized fields.

2.2. SPECIFIC SERVICE AGREEMENT OR PURCHASE ORDER

The specific services provided to the Client, including the scope, deliverables, timelines, fees, and other terms, will be explicitly outlined in the respective Service Agreement or Purchase Order executed by both parties. Each Service Agreement or Purchase Order shall govern the respective engagement and shall supersede any prior discussions or agreements, oral or written, regarding the scope of services to be provided.

2.3. EXCLUSIONS FROM SCOPE OF SERVICES

The services provided by IProLoop are strictly limited to those explicitly described in the applicable Service Agreement or Purchase Order. Unless otherwise agreed upon in writing by both parties, IProLoop shall not be responsible for services not specified in the Service Agreement or Purchase Order, including any out-of-scope tasks, additional consulting, or work beyond the defined scope. Any such additional services shall require a new written agreement or an amendment to the existing agreement.

2.4. CHANGES TO SCOPE OF SERVICES

IProLoop reserves the right to modify or amend the scope of services at any time, provided that such changes are mutually agreed upon in writing by both parties. Any amendments to the scope of services shall be documented in writing and shall reflect the adjusted terms, including any changes in timelines, deliverables, or fees. If such amendments result in additional costs, IProLoop will notify the Client in advance and obtain written approval prior to proceeding.

2.5. IPROLOOP’S RESPONSIBILITIES 

IProLoop will use reasonable care and skill in the provision of its Services and will provide the agreed-upon deliverables within the timeframes outlined in the applicable Service Agreement or Purchase Order. However, IProLoop does not guarantee the achievement of specific results unless explicitly stated in the Service Agreement. IProLoop shall not be held liable for any failure to meet performance expectations that are outside the control of IProLoop or that were not reasonably foreseeable at the time of entering into the Service Agreement.

2.6. CLIENT’S RESPONSIBILITIES 

The Client is responsible for providing IProLoop with all necessary information, access, and resources required to perform the services as outlined in the Service Agreement or Purchase Order. The Client shall ensure that any required approvals, access to systems, or cooperation necessary for the performance of IProLoop’s obligations are provided in a timely manner.

2.7. LIMITATION OF LIABILITY IN SCOPE OF SERVICES 

IProLoop’s liability for any failure to perform services as outlined in the Service Agreement or Purchase Order shall be limited to the amount paid by the Client for those specific services under the applicable agreement. IProLoop shall not be liable for any indirect, incidental, or consequential damages resulting from the provision of services, including but not limited to, loss of profit, business interruption, or data loss.

2.8. NO GUARANTEE OF OUTCOME

While IProLoop will provide services with reasonable expertise and professionalism, the Client acknowledges that IProLoop cannot guarantee specific outcomes or results. IProLoop’s services are designed to enhance business processes, systems, and operations, but the Client’s own actions, decisions, and external factors may influence the results. IProLoop shall not be held liable for any failure to meet specific expectations unless explicitly stated in the agreement.

3. APPLICATION AND PAYMENT TERMS

3.1. NON-REFUNDABLE EXPERT POOL APPLICATION FEE 

• Fee and Payment: A non-refundable fee of EUR 80 will be charged for each approved application to join the Expert Pool and cooperate with IProLoop in the first year of cooperation. This fee is due at the time of confirmation of the application, and no services will be provided until the payment is received in full.
• Automatic Cancellation: If the application fee is not settled within 3 working days from the date of confirmation, the application will be automatically cancelled without further notice. The applicant will forfeit any rights or claims arising from the application once it has been cancelled, and no further action will be taken regarding the application.
• No Refunds: The application fee is non-refundable upon confirmation of acceptance into the Expert Pool, or if the application is later cancelled for any reason, including but not limited to non-payment, failure to meet eligibility requirements, or any other reasons as determined by IProLoop. The applicant acknowledges that once the application is accepted, the application fee will not be refunded under any circumstances.

3.2. PAYMENT AND TERM OF SERVICES 

Due Date: Payment for the services provided by IProLoop is due within 30 days from the date of the invoice. The invoice will specify the total amount due, including any applicable taxes, fees, or additional charges.

Non-payment Consequences: If payment is not received within the specified payment term, IProLoop reserves the right to:

• Charge interest on any overdue amounts at the statutory rate as applicable under relevant laws, starting from the due date until full payment is received.
• Suspend or discontinue the provision of any further services until outstanding payments are made.
• Pursue legal action to recover any unpaid amounts, including any legal and collection fees incurred in the process.

3.3. PRICING

• Service Fees: The prices for the services provided by IProLoop will be outlined in the respective Service Agreement or Purchase Order executed between IProLoop and the Client. All prices are subject to change based on mutual written agreement between the parties.
• Agreement to Pay: By signing the Service Agreement or Purchase Order, the Client agrees to pay the fees specified therein, including any applicable taxes, out-of-pocket expenses, or other charges incurred in connection with the provision of services by IProLoop.

3.4. LATE PAYMENT

• Late Fee: If payment is not received within 30 days of the invoice date, a late fee of 2% per month will be applied to the overdue amount, calculated on a daily basis. This late fee will accrue from the due date until the payment is made in full.
• Right to Suspend Services: If payment is overdue, IProLoop reserves the right to suspend all ongoing and future services under the agreement until payment, including any late fees, is fully settled.
• Collection and Legal Fees: If payment is not received within 60 days of the invoice date, IProLoop may take additional steps to recover the outstanding amount, including engaging third-party collection services. The Client agrees to pay all reasonable costs, including legal fees, incurred by IProLoop in recovering overdue amounts.

3.5. CURRENCY

• Currency of Payment: All payments under this Agreement must be made in Euros (EUR), unless otherwise agreed in writing by IProLoop. The Client is responsible for any currency conversion fees or transaction charges associated with payments made in a different currency.
• Bank Charges: The Client is responsible for any bank charges or transaction fees associated with making payments to IProLoop. The full amount invoiced must be received by IProLoop without deductions for such fees.

3.6. PAYMENT METHOD

• Payment Method: Payment must be made via bank transfer, credit card, or any other method mutually agreed upon by both parties. Bank account details or payment instructions will be provided in the respective invoice.
• Failure to Settle Payments: If any payment is not received or processed within the applicable payment terms, IProLoop reserves the right to charge an additional administrative fee for any related processing costs incurred as a result of the failure to settle the payment on time.

3.7. NO WAIVER OF RIGHTS 

IProLoop’s acceptance of any late payment or partial payment shall not waive its right to demand full payment, to charge the agreed-upon interest on overdue amounts, or to take other appropriate actions to recover the full amount due.

4. DATA PROTECTION AND PRIVACY

4.1. GENERAL DATA PROTECTION

Regulation (GDPR) (EU Residents)

IProLoop is committed to complying with the General Data Protection Regulation (GDPR) for all clients residing in the European Union (EU). In this regard, we ensure the following:

• Data Collection: Personal data will only be collected for specific, legitimate purposes and processed in a lawful, fair, and transparent manner. We commit to collecting only the data necessary for the provision of services and will ensure that clients are informed about the purposes of data processing through clear and concise privacy notices.
• Rights of Data Subjects: Clients residing in the EU have the right to:
• Access: Obtain confirmation on whether IProLoop processes their personal data and, if so, access that data.
• Rectification: Request corrections or updates to their personal data to ensure it is accurate and up-to-date.
• Erasure: Request the deletion of their personal data, subject to the limitations outlined in the GDPR.
• Portability: Request the transfer of their personal data to another service provider.
• Restriction of Processing: Request restrictions on the processing of their personal data under certain circumstances.
• Data Processing Agreement (DPA): If applicable, IProLoop will enter into a Data Processing Agreement with the Client to ensure compliance with GDPR’s data protection obligations. The DPA will define the specific responsibilities of both parties regarding personal data, including the Client’s role as the data controller and IProLoop’s role as the data processor.

IProLoop ensures that any third-party processors used in connection with personal data will also comply with GDPR standards, and appropriate safeguards will be in place to protect the rights of data subjects.

4.2. CALIFORNIA CONSUMER PRIVACY ACT (CCPA) (California Residents)

For California residents, IProLoop complies with the California Consumer Privacy Act (CCPA), which provides the following rights to clients:

• Right to Know: California residents have the right to request information about the categories and specific pieces of personal data we collect, the purposes for which the data is collected, and the third parties with whom the data is shared.
• Right to Delete: California residents have the right to request the deletion of their personal data, subject to certain exceptions, such as if the data is necessary for completing a transaction or for compliance with legal obligations.
• Right to Opt-Out: California residents have the right to opt out of the sale of their personal data (if applicable). If we engage in the sale of personal data, we will provide an easy and accessible mechanism for opting out.
• Right to Non-Discrimination: IProLoop will not discriminate against any client for exercising their CCPA rights, including denying services or charging different prices for services based on the exercise of these rights.

4.3. GENERAL DATA PROTECTION LAW (LGPD) (Brazilian Residents)

For Brazilian residents, IProLoop complies with the Lei Geral de Proteção de Dados (LGPD), which includes the following data protection principles:

• Consent: We obtain explicit consent from clients for the use of their personal data, especially for non-essential data collection, such as cookies or marketing-related data.
• Rights of Data Subjects: Brazilian residents have the right to:
• Access: Request access to their personal data.
• Rectification: Request corrections to any inaccurate or incomplete personal data.
• Deletion: Request the deletion of personal data, subject to limitations as specified by law.
  Restriction of Processing: Request to restrict the processing of their data under certain conditions.
• Data Security: IProLoop implements appropriate technical and organizational security measures to protect personal data from unauthorized access, disclosure, alteration, and destruction. These measures are in place to ensure the confidentiality, integrity, and availability of personal data in accordance with LGPD requirements.

4.4. PERSONAL INFORMATION PROTECTION AND ELECTRONIC DOCUMENTS ACT (PIPEDA) (Canadian Residents)

IProLoop complies with the Personal Information Protection and Electronic Documents Act (PIPEDA) for Canadian residents. In particular, IProLoop ensures the following:

• Consent: We obtain explicit consent to collect and process personal data from Canadian residents and ensure transparency regarding the purposes for which the data is collected and how it will be used.
• Access: Canadian residents have the right to request access to their personal data held by IProLoop. Upon request, we will provide a copy of the personal data we have collected, subject to certain legal exceptions.
• Transparency: IProLoop provides clear and comprehensive information to Canadian residents about how their personal data is collected, used, stored, and shared. We ensure that individuals are fully informed of their rights and how they can exercise those rights under PIPEDA.

4.5. GENERAL DATA PROTECTION PRACTICES

In addition to the aforementioned regional laws, IProLoop takes the following general data protection measures to ensure the privacy and security of all personal data:
Data Minimization: Personal data collected by IProLoop is limited to what is necessary for the legitimate business purposes for which it is collected. We avoid collecting excessive or unnecessary data.

• Data Retention: Personal data will not be retained longer than necessary for the purposes for which it was collected. When personal data is no longer required, it will be securely deleted or anonymized.
• Data Breach Notification: In the event of a data breach that may affect the rights and freedoms of individuals, IProLoop will promptly notify the relevant authorities and affected individuals in accordance with applicable laws (e.g., GDPR, CCPA, LGPD, PIPEDA).
• Third-Party Data Processors: If IProLoop engages third-party vendors or service providers to process personal data, we ensure that they comply with appropriate data protection standards and contractual obligations to safeguard the personal data entrusted to them.

4.6. INDEMNITY AND LIABILITY

IProLoop shall not be liable for any loss, damage, or injury arising from the Client’s failure to comply with their obligations under applicable data protection laws or the Client’s failure to properly secure or manage personal data. The Client agrees to indemnify IProLoop from any claims, losses, or damages arising from a breach of data protection obligations attributable to the Client’s actions.

5. INTELLECTUAL PROPERTY 

5.1. Ownership of Intellectual Property

All intellectual property (IP) rights, including but not limited to patents, copyrights, trademarks, trade secrets, know-how, methodologies, software, tools, training materials, documentation, designs, and any other creations developed or provided by IProLoop in connection with the services rendered under this Agreement (collectively, the “IP”), shall remain the exclusive property of IProLoop. This includes all improvements, modifications, updates, and derivative works of any existing IP developed or provided by IProLoop, whether developed during or after the term of this Agreement. The Client acknowledges that they have no ownership rights to the IP unless explicitly agreed upon in writing by IProLoop.
Nothing in this Agreement shall be construed as granting the Client any rights, title, or interest in or to IProLoop’s intellectual property except for the limited rights specified herein.

5.2. License to Use Deliverables

Subject to the terms and conditions of this Agreement, IProLoop grants the Client a non-exclusive, non-transferable, and revocable license to use the deliverables produced as part of the services (such as reports, designs, software, and other outputs) solely for the Client’s internal business purposes and in accordance with the scope of this Agreement. This license does not grant the Client any right to:

Copy, reproduce, distribute, or publicly display the deliverables or any part thereof, except as expressly permitted under this Agreement.

Modify, adapt, translate, or create derivative works based on the deliverables without the prior written consent of IProLoop.

Sub-license, assign, or transfer the license to any third party, whether for compensation or otherwise, unless explicitly authorized by IProLoop in writing.

The Client agrees that any unauthorized use of the deliverables outside the scope of this license constitutes a material breach of this Agreement and may result in the termination of the license and further legal action.

5.3. Protection of IProLoop’s Intellectual Property

The Client agrees to take all reasonable precautions to protect IProLoop’s intellectual property from unauthorized use, disclosure, or infringement. This includes, but is not limited to:
Ensuring that any employees, contractors, or agents who have access to IProLoop’s intellectual property are bound by confidentiality obligations that are no less stringent than those contained in this Agreement.
Not permitting any third party to access, use, or copy the intellectual property without IProLoop’s prior written consent.
In the event of any unauthorized use or infringement of IProLoop’s intellectual property, the Client agrees to promptly notify IProLoop, and IProLoop reserves the right to take appropriate legal action to enforce its rights.

5.4. Confidentiality of Intellectual Property

Both parties agree that all proprietary information, intellectual property, and trade secrets disclosed in the course of the Agreement will be treated as confidential and will not be disclosed to any third parties without the prior written consent of the disclosing party, except as required by law or legal process. This includes, but is not limited to, any:
Confidential business plans, technical data, financial information, or other proprietary information of either party.
Client data, customer information, or any other data provided to IProLoop in connection with the services.
The confidentiality obligations shall survive the termination of this Agreement and remain in effect until such time as the confidential information becomes publicly available through no fault of the receiving party.

5.5. Exceptions to Confidentiality

The confidentiality obligations do not apply to information that:
Was lawfully in the possession of the receiving party prior to its disclosure by the disclosing party.
Becomes publicly available through no fault of the receiving party.
Is independently developed by the receiving party without reference to the disclosing party’s confidential information.
Is disclosed to comply with a legal requirement, including a court order or subpoena, provided that the receiving party promptly notifies the disclosing party to allow the disclosing party to seek a protective order or other appropriate remedy.

5.6. Survival of Intellectual Property Rights

The Client acknowledges that the rights granted to use the deliverables are contingent upon the continued compliance with the terms of this Agreement. In the event of termination or expiration of this Agreement, the Client shall immediately cease using the deliverables and any other intellectual property of IProLoop, and return or destroy any materials containing such intellectual property upon request from IProLoop.

5.7. Enforcement of Intellectual Property Rights

IProLoop reserves the right to pursue legal action, including injunctive relief, to prevent unauthorized use or infringement of its intellectual property. The Client agrees to indemnify and hold IProLoop harmless from any claims, losses, or damages arising from the Client’s breach of this clause, including any infringement or misappropriation of IProLoop’s intellectual property.

6. LIMITATION OF LIABILITY

6.1. Exclusion of Indirect, Incidental, and Consequential Damages

To the fullest extent permitted by law, IProLoop shall not be liable for any indirect, incidental, special, punitive, or consequential damages arising out of or in connection with the provision of services under this Agreement. This includes, but is not limited to, any damages for:
Loss of Profit: IProLoop shall not be liable for any loss of actual or anticipated profits or revenues, whether direct or indirect, arising from the Client’s use of the services or any failure to perform under this Agreement.

• Loss of Data: IProLoop shall not be responsible for any data loss, corruption, or breach of data, whether resulting from system malfunctions, human error, or other causes outside the reasonable control of IProLoop.
• Business Interruption: IProLoop shall not be held liable for any business interruption, loss of use, or disruption to the Client’s operations or workflow, regardless of the cause of such disruption.
• Reputational Harm: IProLoop shall not be liable for any loss or damage to the Client’s reputation or goodwill arising out of or related to this Agreement, including any media or public relations consequences.

The Client acknowledges that the services provided by IProLoop may not be free from all errors, bugs, or defects, and that IProLoop shall not be held responsible for any resulting indirect or consequential damages.

6.2. Exclusion of Liability for Third-Party Claims

IProLoop shall not be liable for any third-party claims arising from the Client’s use of IProLoop’s services. This includes claims made by customers, partners, or competitors of the Client, or any other third parties, resulting from any actions or omissions of the Client, including the Client’s misuse of services, data, or intellectual property provided by IProLoop.

6.3. Liability Cap

The total liability of IProLoop for any claims, regardless of the cause of action, whether in contract, tort, or otherwise, arising under or in connection with this Agreement shall be limited to the amount actually paid by the Client for the services that are the subject of the claim during the 12 months period immediately preceding the event giving rise to the claim. This liability cap applies even if the damages suffered by the Client exceed the amount paid for the specific services, and shall constitute the maximum aggregate liability of IProLoop for any claim.

6.4. No Liability for Force Majeure Events

IProLoop shall not be held liable for any failure or delay in performing its obligations under this Agreement due to Force Majeure events, including but not limited to natural disasters, pandemics, governmental actions, or other events beyond IProLoop’s reasonable control, as detailed in the Force Majeure clause.

6.5. Liability for Gross Negligence or Willful Misconduct

Nothing in this Agreement shall exclude or limit IProLoop’s liability for damages resulting from gross negligence or willful misconduct by IProLoop. In cases of gross negligence or willful misconduct, IProLoop shall remain fully liable for the direct damages caused thereby, but such liability shall be subject to the limitation described in section 6.3 for all other types of claims.

6.6. Exclusion of Warranty

IProLoop does not warrant that the services will be error-free, uninterrupted, or meet the Client’s specific requirements. The Client acknowledges that the services are provided “as is” and that any reliance on the services is at the Client’s own risk.

6.7. Survival of Limitations

The limitations of liability set forth in this section shall survive termination of this Agreement and apply even if the Client’s exclusive remedy under this Agreement fails of its essential purpose.

6.8. Defense of IProLoop’s Interests

IProLoop reserves the right to defend its interests, including the protection of intellectual property, proprietary rights, and data, in cases where the Client’s actions result in third-party claims. In such cases, the Client agrees to indemnify and hold IProLoop harmless against any liabilities, losses, or damages arising out of the Client’s breach of the Agreement, misuse of services, or failure to comply with applicable laws and regulations.

7. TERMINATION

7.1. Termination by Client

The Client may terminate this Agreement by providing written notice to IProLoop if IProLoop fails to fulfill its obligations under this Agreement. Such termination may only occur if IProLoop does not remedy the failure within a reasonable period after receiving written notice of such failure from the Client. The notice must specify the nature of the failure and provide a reasonable period for IProLoop to cure the failure, which will not be less than 15 calendar days unless otherwise agreed by both parties.

7.2. Termination by IProLoop

IProLoop may terminate this Agreement immediately, without prior notice, if the Client fails to make timely payments in accordance with the payment terms outlined in this Agreement, or if the Client breaches any material term or condition of the Agreement. A material breach includes, but is not limited to, failure to pay invoices when due, misuse of IProLoop’s proprietary materials, or failure to comply with confidentiality obligations.

7.3. Consequences of Termination

Upon termination of this Agreement, regardless of the reason for termination, the following shall apply:

(a) All outstanding amounts owed to IProLoop, including fees, interest, and any other charges due under this Agreement, shall immediately become due and payable.

(b) The Client shall immediately cease using any proprietary materials, intellectual property, or confidential information provided by IProLoop. The Client agrees to return or destroy any such materials at IProLoop’s request and certify the completion of such actions.

(c) If the termination is initiated by IProLoop due to the Client’s failure to pay or breach of material terms, IProLoop shall have the right to pursue any legal remedies available, including seeking payment of any outstanding amounts, damages, and any additional legal costs incurred in connection with the termination.

7.4. Survival of Terms

Notwithstanding the termination of this Agreement, the Client’s obligations with respect to confidentiality, intellectual property rights, and any other provisions which by their nature should survive termination, will remain in effect.

8. DISPUTE RESOLUTION

8.1. Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its interpretation, breach, termination, or invalidity, shall be resolved exclusively by binding arbitration. The arbitration shall be conducted in accordance with the rules of the International Chamber of Commerce (ICC), or another mutually agreed arbitration body, which shall be deemed to apply in the absence of specific agreement. The arbitration proceedings shall be final and binding on all parties, and the decision rendered by the arbitrators may be enforced in any court of competent jurisdiction.

8.2. Venue

The venue for the arbitration shall be Netherlands and the arbitration shall take place at a location within this jurisdiction as determined by the arbitration body. The proceedings shall be conducted in English, and the arbitral award shall be final, subject only to limited grounds for appeal as provided under the relevant arbitration rules.

8.3. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Netherlands excluding its conflict of law principles. The parties expressly agree that the substantive law of the chosen jurisdiction shall apply, without regard to its conflict of law provisions. This choice of law provision shall apply to the extent that it does not conflict with mandatory provisions of the jurisdiction where the arbitration takes place.

8.4. Defending IProLoop’s Interests

In the event of any dispute, IProLoop shall be entitled to assert claims for any outstanding payments due, including fees, interest, and costs of enforcement, which the Client may have incurred in the event of a breach. The Client expressly agrees to pay IProLoop for all reasonable legal costs, including but not limited to, attorney’s fees, arbitration costs, and any other costs associated with the defense of IProLoop’s rights under this Agreement.
The arbitration process shall not hinder or delay IProLoop’s ability to seek interim relief or injunctive relief through appropriate courts in order to protect its interests, including its intellectual property, proprietary information, and confidential data, where necessary.

8.5. Enforcement of Award

The decision of the arbitrators may be enforced in any court of competent jurisdiction. Should the Client fail to comply with the arbitration award, IProLoop will have the right to pursue all available remedies to enforce the award, including seeking enforcement in the jurisdiction where the Client’s assets are located.

9. FORCE MAJEURE

9.1. Definition of Force Majeure

Neither party shall be held liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is caused by events beyond its reasonable control (a “Force Majeure Event”). A Force Majeure Event includes, but is not limited to:
Natural disasters (such as earthquakes, floods, hurricanes, or other acts of God),
Pandemics, epidemics, or outbreaks of disease (including, but not limited to, COVID-19),
Wars, armed conflicts, civil disturbances, or terrorist acts,
Government actions, regulations, or restrictions (including embargoes, export controls, or changes in laws or regulations),
Labor strikes, lockouts, or other industrial actions,
Shortages of energy or raw materials,
Breakdown of essential infrastructure (e.g., telecommunications, transportation networks), and
Any other event beyond the reasonable control of the affected party.

9.2. Notification Requirement

If a party becomes aware of a Force Majeure Event that will or is likely to prevent it from fulfilling its obligations under this Agreement, it shall promptly notify the other party in writing. The notice must include a description of the Force Majeure Event, the anticipated duration of the event, and the extent to which performance under the Agreement will be affected. Failure to provide such notification may result in the waiver of any claim based on Force Majeure.

9.3. Suspension of Performance

Upon notification of a Force Majeure Event, the affected party’s performance of its obligations under this Agreement shall be suspended for the duration of the Force Majeure Event. The affected party will make reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance of its obligations as soon as possible after the event concludes.

9.4. No Liability for Non-Performance

During the period of the Force Majeure Event, neither party shall be held liable for any failure or delay in performance, nor shall the other party be entitled to claim any damages, compensation, or penalties as a result of such non-performance or delay. This includes any delays in delivering goods, services, or fulfilling payment obligations.

9.5. Termination Rights

If a Force Majeure Event continues for a period of 90 days, either party shall have the right to terminate this Agreement by providing written notice to the other party. Upon termination, neither party shall have any further obligation to the other, except for obligations accrued prior to the termination.

9.6. Force Majeure Exclusions

The following are explicitly excluded from the definition of Force Majeure:
Financial inability to perform obligations, including failure to make timely payments.
Any event or circumstance that is within the reasonable control of the affected party, including but not limited to errors in planning, budgeting, or resource allocation.
Any failure to meet contractual deadlines that can be reasonably adjusted or postponed, without significantly affecting the overall scope and purpose of the Agreement.

9.7. Force Majeure for IProLoop

For the purpose of defending IProLoop’s interests, it is explicitly agreed that if a Force Majeure Event impacts IProLoop’s ability to provide services (such as delays in technological services, supply chain disruptions, or workforce limitations), IProLoop shall not be liable for any damages or losses incurred by the Client due to delays. Furthermore, IProLoop shall not be obligated to provide a refund or credit for services that are delayed or interrupted due to a Force Majeure Event.

9.8. Alternative Solutions

During a Force Majeure Event, IProLoop will, to the extent possible, offer alternative solutions or actions to mitigate the impact on the Client, such as rescheduling service delivery or providing partial performance if applicable. However, such alternatives will not be required if the event renders the full performance of the Agreement impossible or impractical.

10. AMENDMENTS

10.1. Right to Amend Terms

IProLoop reserves the right to update, modify, or amend these Terms and Conditions at any time, in its sole discretion, to reflect changes in business practices, legal requirements, or market conditions. These changes may include, but are not limited to, changes in pricing, scope of services, payment terms, or other provisions of this Agreement.

10.2. Communication of Changes
Any amendments, updates, or modifications to these Terms and Conditions will be communicated to the Client in writing, either via email, a notice on IProLoop’s website, or through another agreed-upon communication channel. The notification will include the effective date of the changes and a summary of the key updates. The Client is encouraged to review the updated Terms and Conditions upon receipt of such notice.

10.3. Acceptance of Updated Terms

Continued use of IProLoop’s services after the effective date of any amendments, updates, or modifications shall constitute the Client’s acceptance of the revised Terms and Conditions. If the Client does not agree with the updated Terms, they must discontinue the use of the Services and notify IProLoop of their intent to terminate the Agreement. Failure to do so will be deemed as the Client’s acceptance of the revised Terms.

10.4. No Retroactive Effect

Amendments to these Terms and Conditions shall not have a retroactive effect and will apply only to future transactions, services, or obligations under the Agreement after the effective date of the amendments. No amendments shall alter or affect any rights, obligations, or liabilities incurred prior to the date of the changes unless specifically stated otherwise.

10.5. Defense of IProLoop’s Interests

IProLoop reserves the right to modify the Terms to safeguard its business operations, comply with legal and regulatory changes, or protect its proprietary rights. Such amendments may include, but are not limited to, updates to payment terms, pricing structures, service levels, and intellectual property rights, all of which are essential to IProLoop’s ability to provide continuous and compliant services.

10.6. Termination Rights in Case of Disagreement

If the Client disagrees with the amendments to the Terms and Conditions and such disagreement materially affects the Client’s ability or desire to continue using the Services, the Client may terminate this Agreement by providing written notice to IProLoop. In such cases, the Client shall be entitled to a pro-rata refund for services paid in advance, if applicable, based on the termination date, unless the amendments arise from a legal requirement, in which case no refund shall be due.

10.7. Force of Law

Any amendment or update to the Terms and Conditions shall comply with applicable laws, and if any part of the amended Terms is found to be invalid or unenforceable, such part will be severed, and the remainder of the Terms shall continue in full force and effect.

11. SEVERABILITY

11.1. Invalid or Unenforceable Provisions

If any provision of this Agreement, or any part thereof, is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitral body, such provision shall be deemed severed from this Agreement. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect.

11.2. Modification to the Invalid Provision

In the event that any provision of this Agreement is held to be invalid or unenforceable, the parties agree to negotiate in good faith to amend the Agreement in a manner that reflects the original intent of the invalid provision to the fullest extent possible, while ensuring that the provision is legally enforceable. Such amendment shall be effective as of the date of the court’s or arbitral body’s decision.

11.3. Preservation of Rights and Obligations

The invalidity or unenforceability of any provision shall not affect the rights, obligations, or liabilities of the parties that have already accrued as of the date of such finding. Specifically, IProLoop shall continue to be entitled to receive any outstanding payments, fees, or compensation that were due prior to the determination of such invalidity.

11.4. No Impact on Other Provisions

The invalidity or unenforceability of any provision shall not result in the termination of the Agreement, and all other provisions shall continue to be enforceable to the fullest extent permitted by applicable law. If necessary, the parties agree to replace the invalid provision with a valid provision that most closely reflects the original intent of the invalid provision, taking into account the specific nature of the Agreement.

11.5. Defense of IProLoop’s Interests

In cases where a provision is found to be invalid or unenforceable, IProLoop reserves the right to enforce its interests by invoking applicable legal remedies and adjusting the Agreement to maintain its legal and commercial integrity. This includes making modifications to the Agreement that protect IProLoop’s intellectual property rights, payment structures, or other critical terms.

11.6. Entire Agreement

This clause shall be interpreted in accordance with the principle that the remaining provisions of the Agreement shall remain intact and enforceable, ensuring that no single provision will render the entire Agreement void, except where required by law.

12. ACKNOWLEDGMENT AND ACCEPTANCE

12.1. Acknowledgment of Terms and Conditions
By signing the Service Agreement, using our services, or engaging in any transactions related to the services provided by IProLoop, you (the “Client”) acknowledge that you have thoroughly read, understood, and accepted the General Terms and Conditions of this Agreement. This includes, but is not limited to, the provisions related to:

• Data Protection: The Client acknowledges their understanding of how their data will be handled, processed, and protected in compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR) and any other relevant privacy regulations.
• Intellectual Property: The Client acknowledges the ownership rights of IProLoop regarding intellectual property, proprietary materials, and any other rights granted under this Agreement. The Client agrees not to infringe, misuse, or otherwise violate IProLoop’s intellectual property rights as outlined in this Agreement.
• Payment Terms: The Client confirms that they understand the payment obligations, including payment schedules, fees, late payment consequences, and related terms as outlined in this Agreement. The Client agrees to make payments promptly in accordance with the terms set forth.
• Dispute Resolution: The Client acknowledges that they understand the procedure for resolving disputes, including the requirement for binding arbitration and the jurisdiction specified for such arbitration, as outlined in the Dispute Resolution section of this Agreement.

12.2. Acceptance of Terms
By proceeding with the execution of this Agreement or continuing to use the services provided by IProLoop, you confirm your full acceptance of these General Terms and Conditions. This acceptance is binding and signifies your commitment to abide by all terms and conditions set forth in this Agreement, including those related to any amendments or updates to these terms.

12.3. No Conditional Acceptance

The Client expressly agrees that their use of IProLoop’s services constitutes a binding acceptance of the terms and conditions herein. Any contrary terms or conditions proposed by the Client that differ from or are in addition to these General Terms and Conditions are expressly rejected by IProLoop, unless otherwise agreed in writing by both parties. The Client acknowledges that no oral representations, negotiations, or written correspondence shall amend or supersede these General Terms and Conditions unless specifically agreed upon in writing by IProLoop.

12.4. Legal and Binding Agreement

The Client acknowledges that by accepting these General Terms and Conditions, they enter into a legally binding agreement with IProLoop, which governs the relationship between the parties with respect to the provision of services. This acknowledgment confirms that the Client has the legal authority and capacity to enter into such an agreement.

12.5. Electronic Acceptance

In cases where this Agreement is entered into electronically or through any other non-physical means (such as clicking an “Accept” button or by continuing to use IProLoop’s services after a notice is provided), the Client acknowledges that such electronic acceptance constitutes the same legal effect as a physical signature and is binding upon the Client.

12.6. No Waiver of Rights

The Client acknowledges that by accepting these Terms and Conditions, IProLoop does not waive any of its rights or remedies under this Agreement, including but not limited to, enforcement of the provisions related to data protection, intellectual property, or payment terms. IProLoop retains the right to take necessary legal or corrective actions in the event of any breach of this Agreement.

IProLoop BV represented by the Executive Board:

Alice Tugca Nurdogan
Looskade 20
6041 Roermond, NL
info@iproloop.com

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