Terms & Conditions
InZynk General Terms and Conditions
InZynk (as defined below) offers advertisement and sales and marketing intelligence solutions for B2B companies.
These general terms and conditions govern the use of the Services (as defined below) provided by InZynk.
Please observe that (i) the Services are offered exclusively for professional use and that only legal entities can enter into legally binding contracts with InZynk for the use of the Services; and (ii) Users are personally and individually bound by these general terms and conditions.
More information about InZynk and the Services is available at www.inzynk.com. Should you have any questions regarding these general terms and conditions or the Services, please do not hesitate to contact us (contact information available at www.inzynk.com).
Capitalised terms in these general terms and conditions shall have the following meaning:
- “Actions” has the meaning ascribed to it in Section 3.4.
- “Affiliate” means any legal entity that is directly or indirectly controlled by, or that is under common control, by party or a legal entity controlled by it. Control shall be understood as ownership of at least fifty (50) % of the voting rights in a legal entity or the power to direct the management of a legal entity or control the composition f its board of directors.
- “Agreement” means these GTC, the Order, the Data Processing Agreement (if applicable) and all additional specifications agreed upon (e.g. selected Plans, Licenses etc.) between InZynk and the Contracting Company.
- “Contracting Company” means the party to whom InZynk is to provide its solutions or services as agreed upon in the Order and which is party to the Agreement. If a Contracting Company includes more than one legal, the obligations imposed upon each shall be joint and several.
- “Contracting Company Data” means data submitted by or for the Contracting Company to the Services.
- “Credits” has the meaning ascribed to it in Section 3.5.
- “Defect” means an error, which can be reproduced, and which causes Services to not function materially as described in the Documentation.
- “Documentation” means usage manuals and other documentation, as updated by InZynk from time to time, related to the Services in written or electronic form that made are available to the Contracting Company and Users through the Website other channels designated by InZynk.
- “Fees” means the fees payable to InZynk in consideration for Services provided to the Contracting Company and as specified in an Order.
- “Initial Term” has the meaning ascribed to it in Section 14.2.
- “Intellectual Property Rights” means all copyrights and related rights, design rights, registered designs, patents, trade and service marks (registered and unregistered), database rights, semi-conductor topography rights, know-how, and all other intellectual property rights throughout the world for the full term of the rights concerned.
- “InZynk” means InZynk AB and its affiliates, including but not limited to InZynk ASA (also referred to as “we”, “our” or “us”).
- “Order” means any registration (either paid subscription or free trial), signed quote, order confirmation or sign-up through a web interface indicating the solutions, products and services ordered, to be ordered or currently used by the Contracting Company and its respective User(s).
- “Plans” has the meaning ascribed to it in Section 3.4.
- “Queries” means queries, searches, API calls, or any specific configuration User(s) employ within the Services, to get Results.
- “Renewal Term” has the meaning ascribed to it in Section 14.3.
- “Result” means any company data, advertisement data or any other data or information provided by the Services as an outcome to a Query.
- “Seat” has the meaning ascribed to it in Section 2.
- “Services” means the InZynk web application, products, solutions, and any services which InZynk provides to Contracting Companies and Users, through its websites, interfaces, integrations, and further internet-based services.
- “Sources” may include but are not limited to public databases (e.g., commercial registers, blogs, forums, consumer portals or social networks), company websites, news portals, online media etc.
- “Term” means the Initial Term and any subsequent Renewal Term.
- “Termination Window” has the meaning ascribed to it in Section 15.1.
- “User”, “you”, means the natural person(s) who are using the Services on behalf of or Contracting Company.
- “Website” means www.inzynk.com.
- “Your Contracting Company” means the Contracting Company for which a User have signed up as an authorised representative and on whose behalf the User is using the Services.
2. Scope of Application
- These GTC apply to all Services provided by InZynk to Contracting Companies and its Users.
- Any use of the Services is subject to a legally binding contract between InZynk and the Contracting Company. In the event that you execute the Agreement as a representative of and on behalf of a Contracting Company, you represent and warrant that you are authorized to enter into the Agreement on behalf of this Contracting Company.
- By using or otherwise accessing any of the Services, you represent and warrant that you, in the capacity as User, (i) will use the Services exclusively on behalf of Your Contracting Company; (ii) will use the Services exclusively for professional purposes (i.e. on behalf of Your Contracted Company in the course of its normal business); (iii) agree to be bound by the GTC.
- Any additional terms or requirements such as terms attached to or referred to in an Order, order confirmation or invoice, or click-wrap licenses presented in conjunction with the Services, shall be void and of no effect, unless agreed in writing by an authorised InZynk representative.
3. Provision of Services
- The features of the Services are described in the Documentation.
- The Contracting Company shall be entitled to assign any User that is a natural person or employed by or working for the Contracting Company a named user license (“Seat”) up to the number of Seats indicated in the Order. For the avoidance of doubt, InZynk is not required to provide its Services to unlicensed Users, i.e., if the number of Users exceeds the number of available Seats.
- InZynk provides all Users with an online working environment, which Users may (i) access directly by entering their login and password; or (ii) use indirectly via a software interface permitting authorised access.
- The Contracting Company acknowledge and agrees that InZynk offers different service packages (“Plans”), composed of different data sets, products, features and actions (“Actions”) that can be performed within such Plans by Users. Actions include (but are not limited to) the download/export of data, revealing of leads or contact details, syncing data to an external system or sending API calls.
- Depending on the Agreement and number of Results affected, the Contracting Company acknowledges that certain Actions (i) might be performed with or without cost; or (ii) will consume credits (“Credits”). In case of any additional charge, InZynk will inform the Contracting Company accordingly.
- As per its Order, the Contracting Company will be entitled to a certain number of Credits and/or media budget to be used by its Users during the Initial Term or Renewal Term, as applicable. If all Credits and/or media budget have been used/spent, certain Actions might not be available anymore until the next Renewal Term. Unused Credit and/or media budget will expire at the end of each Initial Term or Renewal Term, as applicable.
- Overuse of Credits or Seats above the limits stated the respective Order can result in additional charges. InZynk will inform the Contracting Company about such overuse and additional charges accordingly.
- InZynk will choose a restrictive set of default configurations and inform the Contracting Company accordingly so that it will be able to avoid unintended Credit consumption or charges.
- The Contracting Company acknowledges and agrees that InZynk may upon renewal adjust the applicable Plan to reflect overuse (according to Section 7) which has occurred during the Initial Term or Renewal Term, as applicable, Renewal Term. InZynk will inform you about such adjustments accordingly.
- In the event InZynk offers specialized or third-party Services to the Contracting Company, the provision of such Services may be dependent on the Contracting Company’s consent to additional terms and conditions before activating such Services.
- InZynk may engage subcontractors for the provision of the Services. InZynk shall be liable for its subcontractors’ actions, omissions and defaults as if they were InZynk’s own acts, omissions or defaults.
- InZynk may process and deliver Results automatically without manual checks. The Contracting Company and its Users acknowledge that the Results based on such automatic checks may contain incorrect, harmful, illegal, offensive, or otherwise inappropriate or unsuitable texts, images, or works. Such content shall not be considered a Defect.
4. Contracting Company’s and User’s Right to Use the Services
- Subject to Contracting Company’s full payment of all Fees and compliance with the Agreement, InZynk grants the Contracting Company and its Users a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to use the Services, the Documentation and the Results during the Term for the Contracting Company’s own internal business purposes (which for clarity excludes use by any other legal person, including but not limited to the Contracting Company’s Affiliates) in accordance with the terms of the Agreement.
- Transfers of Results or granting access to the Services to the Contracting Company’s external service providers (agencies, call centers, etc.) is only permitted for uses where these providers directly support the Contracting Company for its own business purposes and their use is restricted by means of time, access, and region to the Contracting Company’s project.
5. Contracting Company and User Obligations
The Contracting Company and its Users shall exercise due care during their use, including but not limited to:
- only use the Services (including the Results and the Documentation) in accordance with the Agreement and all applicable laws and regulations;
- ensure that all passwords, API keys and other information necessary to access the Services, is kept strictly confidential and that all contact information is correct and updated;
- prevent and terminate any unauthorized access or use of the Services;
- promptly notify InZynk if Contracting Company and/or Users become aware of any unauthorized access or use of the Services; and
- maintain backup of Results and Contracting Company Data.
6. Use Restrictions
6.1 The Contracting Company and its Users shall not:
- exploit any potential programming errors to the detriment of the Services and shall immediately report such errors, bugs and any shortcomings relevant to IT security to InZynk when Users become aware of such occurrences;
- access Services and databases of InZynk by means of automated scripts (e.g., through “screen scraping”), except if such access has been expressly provided for in the Agreement and is done via interfaces designed and/or made available for such a purpose by InZynk;
- use of any Services in a way that circumvents a usage limit included in the Agreement;
- sell, resell, licence, distribute, rent or lease the Services or provide hosting or managed services to third parties or otherwise commercially exploit or make the Services available to, or use the Services for the benefit of, any third party;
- copy, modify, create derivative works of, translate, reverse engineer, decompile or disassemble the Services or otherwise attempt to extract or gain access to the source code of the Services (to the extent such restriction is permitted by law);
- use the Services to process infringing, abusive or unlawful material;
- use the Services to store or transmit malicious code files, scripts, agents or program causing harm, including but not limited to viruses, worms, or trojan horses;
- monitor the availability, performance or functionality of the Services in order to build a competitive product or service, or for any other benchmarking for competitive purposes; or
- interfere with or disrupt the integrity or performance of the Services or circumvent any limitations or security features in the Services.
6.2 As a User, you acknowledge and understand that you are solely responsible for complying with the laws, rules and regulations applicable to your use of the Results, e.g. data protection and e-privacy regulations. InZynk is in no position to legally assess and/ or influence your use of Results.
7. Fees and Payments
- All prices are quoted in EUR or USD or selected currency (as the case may be) and exclude statutory VAT or sales tax (as applicable).
- The Fees for the initial Term apply as set forth in the respective Order. With regard to any Renewal Term, InZynk is entitled to apply a price increase of up to 5 % per annum to cover increased supplier costs.
- The Fees for the Initial Term and each Renewal Term are payable monthly in advance (unless otherwise stated in the Order). InZynk will issue an invoice upon the earlier of (I) receipt of payment; or (ii) order confirmation.
- Fees shall be paid by the Contracting Company within such number of days from the date of the respective invoice as set out in the respective Order. In the event the Contracting Company is in delay with payment, InZynk reserves the right to charge penalty interest according of 1.5 % per month.
- Should the Contracting Company fail to make full payment within the time period set out on Section 4, InZynk reserves the right to, at its sole discretion, (i) temporarily interrupt delivery of the Services and suspend access to the Services until full payment, including any penalty interest, are paid in full; (ii) by written notice terminate the Agreement as a whole with immediate effect; and (iii) engage a third party to collect the outstanding amounts.
8. Personal Data
- The Services can be used without sharing personal data with us. However, if the Contracting Company is (i) implementing InZynk technologies in your systems or website of which you share personal data with us; or (ii) sharing personal with us in order to be processed on behalf of the Contracting Company, the parties shall enter into a separate the data processing agreement that applies solely to personal data processed by InZynk on behalf of the Contracting Company as part of providing the Services to the Contracting Company.
9. Intellectual Properties
- InZynk or its licensors own all rights, title, interest, including all Intellectual Property Rights, in and to the Services, as well as any development and modifications thereof. No rights, implied or otherwise, are granted to the Contracting Company and its Users hereunder other than as expressly set forth herein.
- The Contracting Company and its Users agree and acknowledge that certain Results may be subject to third-party rights and licenses (e.g., copyright or trademark protected) and that InZynk does not grant or manage such third-party rights or licenses. Copyrights, patent rights, trademark rights and all other intellectual property rights related Results shall remain with the respective owners of such rights, and the Contracting Company and its Users are solely responsible for ensuring that their use of Results does not infringe the rights of the owners of the Results.
- If data is provided to InZynk, e.g., for the purpose of updating or enriching such data, the Contracting Company grants InZynk a non-exclusive right to process such data to the extent necessary for providing the Services pursuant to the Agreement.
- The Contracting Company acknowledges and agrees that aggregated and anonymized data processed within the Services may be used by InZynk to improve and/or develop our Services.
InZynk will provide with assistance and support to the Contracting Company and its Users in accordance with the respective Order and Plan. InZynk’s Customer Support personnel will be available from 9.00 a.m. to 5.00 p.m. (Central European Time) Monday – Friday, except for bank holidays, to respond to any inquiries. Different support schedules may be available to depending on time zones and regions where Users are located.
11. Services Availability
- The Services will normally be available around-the-clock seven days a week with a target of at least 99% availability measured on a yearly basis, excluding downtime due to (i) planned maintenance that has been announced by InZynk at least 24 hours prior to commencement; (ii) emergency work that is critical to the overall security of the Services; and (ii) operational disruptions beyond InZynk’s reasonable control (e.g., disruptions caused by force majeure or unrelated third parties).
- InZynk will use commercially reasonable efforts to investigate and correct reported Defects after the receipt from the Contract Company and/or its Users of sufficient information regarding the Defect. InZynk cannot, however, warrant that each and every Defect can or will be corrected or that Defects can be corrected within a certain time period. InZynk may prioritize the investigation and correction of different Defects taking into account their severity and effect, as estimated by InZynk.
12. Changes to the Services
- InZynk may change the Services from time to time during the Term, provided however that such changes do not entail material changes in functionality or performance of the Services. Information regarding changes to the Services according to this Section 1 shall be provided to the Contracting Company without undue delay.
- Notwithstanding Section 1, InZynk is entitled implement changes to the Services resulting in a material reduction of the overall functionality or performance, provided however that InZynk informs the Contracting Company about such changes at least 30 days before the changes are implemented in the Services. In the event of changes according to this Section 12.2, the Contracting Company may terminate the Agreement and its use of the Services with effect from the date when the changes are implemented. If the Contracting Party continues to use the Services from the effective date of a change, the Contracting Party shall be deemed to have forfeited its right of termination under this Section 12.2.
- The Contracting Company agrees that its purchase of the Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by InZynk regarding future functionality.
13. Changes to the Services
- InZynk may temporarily and immediately Suspend the Services if (i) necessary to protect the security, availability or integrity of the Services or InZynk´s infrastructure, (ii) the Contracting Company or its Users use the Services in contrary to the Agreement, or (iii) the Contracting Company’s payment is overdue for more than 14 days after the invoice due date. A suspension of access to the Services shall have no effect on the Term of the Agreement nor the Contracting Company’s obligation to pay the respective Fees.
- InZynk will notify the Contracting Company of the cause for Suspension without undue delay and the suspension will only persist to the extent necessary to resolve the cause for suspension. InZynk shall use commercially reasonable efforts, with regard to the circumstances given rise to the suspension, to provide the Contracting Company with notice and an opportunity to remedy any the Agreement prior to a suspension. For the avoidance of doubt, in the event the Contracting Company’s uncured material breach of the contract, InZynk may permanently terminate the Contracting Company’s and its Users’ access to the Services by terminating the Agreement as set out in Section 4 a).
14. Term and Termination
- The Agreement enters into force on the earlier of (i) the commencement of the Contracting Company’s use of the Services; and (ii) the execution of an Order.
- The Agreement shall remain in effect for the initial term set forth in the Order (“Initial Term”).
- At the expiry of the Initial Term or any subsequent renewed term, the Agreement shall automatically renew for subsequent periods of the same length as the initial Term (each, a “Renewal Term”), unless either party provides the other party written notice of termination at least 30 days before the expiry of the Initial Term or any subsequent Renewal Term.
- Each party may terminate the Agreement with immediate effect at any time if the other party
- commits a material breach of its obligations under the Agreement and such breach is not capable of remedy, or if the breach is capable of remedy, and the defaulting party does not remedy the breach within 10 days of receipt of a written notice containing a reference to this clause 13.4; or,
- fails to make payments within according to the payment terms set out in these GTC, is declared bankrupt, enters into liquidation, initiates composition proceedings or is subject to a company reorganization or otherwise becomes insolvent or if the Party shows clear indications of future insolvency.
15. Effect of Termination
- Upon termination or expiration of the Agreement, (i) InZynk will enable the Contracting Company to retrieve Contracting Company Data and Results processed within the Services for a period of 30 days after termination or expiration of the Agreement (“Termination Window”); and (ii) the Contracting Company’s access to the Services, with exception for the Termination Window, will expire.
- After the expiration of the Termination Window, InZynk has no obligation to maintain or provide Contracting Company Data or Results and will thereafter delete or destroy all copies of Contracting Company Data and Results in its systems or otherwise in its possession or control, unless legally prohibited.
- Except as expressly provided in the Agreement, InZynk makes no warranty of any kind, whether express, implied, statutory or otherwise, and InZynk specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.
- The Contracting Company and its Users acknowledge that all Results are compiled through automated systems at a large scale. InZynk is not responsible for, and explicitly disclaims all liability for, the completeness, relevance or correctness of the Results and does not have any influence on or control over the Results which are served from Sources.
- To the extent InZynk adds additional information to data provided by the Contracting Company as part of the Service, the Contracting Company and its Users acknowledge and agree that InZynk is not responsible for ensuring that the Results are fit for the Contracting Company’s and its Users’ intended purpose or use, and InZynk disclaims any liability for such Results. It is the Contracting Company’s and its Users’ own responsibility to ensure the accuracy and suitability of the respective Results provided through the Services.
17. Indemnification by InZynk
- InZynk will indemnify and hold the Contracting Company harmless if any third-party claims are directed or any actions brought against the Contracting Company by a third-party based on the allegation that the Contracting Company’s use of the Service constitutes an infringement of such third-party’s Intellectual Property Rights.
- InZynk’s indemnification obligation according to section 1 sjall not apply to the extent the third-party claim results from (i) the Contracting Company’s breach of the Agreement; (ii) InZYnk’s compliance with the Contracting Company’s specific technical designs or instructions; (iii) the use of Contracting Company Data in the Services; (iv) operation or use of the Services in combination with products not provided or approved by InZynk; or (v) use of the Services for any other purposes than for which the same have been developed.
- If an infringement is definitively found to exist, or if its according to InZynk is likely that such infringement exists, InZynk shall at its sole option and expense either (i) secure the Contracting Company the right to continue using the Services; (ii) modify the Services to make it non-infringing without materially reducing its functionality; or (iii) replace the Service, or the affected part the Services, with a non-infringing and functionally equivalent alternative.
- If such measures as set out in clause 3 do not achieve the desired result, or if such measures are not commercially reasonable, InZynk may terminate the Agreement and shall, upon such termination, refund the Contracting Company any unused prepaid fees for the Services.
- The indemnification obligations set out above in this Section 17 are conditional on that (i) the Contracting Company without undue delay informs InZynk in writing of any claims made or actions brought by a third-party, (ii) InZynk is given the sole control over the defense of such action or claim and the sole right to negotiate any agreement or settlement, (iii) the Contracting Company does not make any statement or admission in relation to such action or claim which may prejudicially affect the chances of settlement or defense of such claim or action, and (iv) the Contracting Company reasonably cooperates with InZynk in assisting the defense of the claim or action by providing necessary assistance and information to perform the above obligations.
- This Section 17 provides for InZynk’s sole liability to the Contracting Company, and the Contracting Company’s exclusive remedy against InZynk, for any third-party claims or actions described in this Section.
18. Indemnification by the Contracting Company
- The Contracting Company shall indemnify and hold InZynk harmless from any third-party claims arising from an infringement of third party rights caused by the Contracting Company (e.g., as a consequence of an infringement of Section 2). This includes the reimbursement of reasonable legal costs incurred by InZynk to defend itself against third-party claims. InZynk shall inform the Contracting Company of any legal claim raised against InZynk without undue delay. InZynk shall, before entering into any settlement with such a third party, consult with the Contracting Company. If InZynk decides to enter into a settlement without the Contracting Company’s consent, InZynk shall bear its own costs resulting from such settlement and in connection with the dispute.
19. Indemnification by InZynk
- InZynk’s aggregate liability for all damages, losses and claims related to the Agreement shall be limited to the total amount paid by the Contracting Company during the 12 months period immediately preceding the event giving rise to the claim.
- The limitation of liability in Section 1 shall not apply to (i) damages caused by a InZynk’s gross negligence, fraudulent action or wilful misconduct; and (ii) InZynk’s indemnification obligations provided for in Section 17.
- To the extent not prohibited by applicable law, InZynk shall not be liable towards the Contracting Company for any lost profits, revenue, goodwill, or indirect, special, incidental, consequential, cover, business interruption, or punitive damages, whether an action is in contract or tort and regardless of the theory of liability.
- InZynk shall not be liable to compensate the Contracting Party under the Agreement unless the claim, describing in reasonable detail the nature of the claim and the calculation of the amount claimed is made in writing to InZynk no later than 3 calendar months from the date when the Contracting Company became aware of, or should have become aware of, the facts or circumstances giving rise to the claim. The Contracting Company’s failure to present a claim as set out in this Section 19.4 shall mean that the Contracting Party has forfeited its right to claim compensation for damages.
20. Force Majeure
- InZynk shall not be liable for any failure or delay in performance under the Agreement for causes beyond InZynk’s reasonable control, including war, pandemic, or natural disaster (each, a “Force Majeure Event”), provided that the failure or delay could not have been prevented and/or circumvented by the InZynk through commercially reasonable measures such as workaround plans or disaster recovery routines. In case of a Force Majeure Even, InZynk Party shall within reasonable time notify the Contracting Company of the and its impact on the performance of the obligations under the Agreement. When Force Majeure Event has persisted for 3 months, each party shall be entitled to terminate the Agreement with immediate effect.
- The Contracting Company may not assign its rights or obligations under the Agreement without InZynk’s prior written consent.
- The Agreement constitutes the entire agreement between the parties on the subject matter of the Agreement and supersedes any previous written or oral agreement between the parties in relation to the subject matter dealt with herein.
- Subject to Section 22, changes or amendments to the Agreement shall, to be valid, be agreed upon in writing and signed by authorized signatories of both parties.
- Should any provision of the Agreement be or become totally or partially invalid or unenforceable, or if the Agreement contains gaps, the validity or enforceability of the other provisions of the Agreement shall not be affected thereby. In place of the invalid, unenforceable or missing provisions a valid and enforceable provision which the parties to the Agreement would have agreed upon taking into account the economic purpose of the Agreement if they had, at the conclusion of the Agreement, been aware of the invalidity, unenforceability or the absence of the relevant provisions, shall be deemed to be agreed between the parties
- The Contracting Company may only set off claims or withhold payment of Fees that are recognised in writing by InZynk or ordered by a court of law.
22. Changes and amendments to the GTC
- Changes or amendments to the Agreement shall, to be valid, be agreed upon in writing and signed by authorized signatories of both Parties.
- Notwithstanding the provisions in clause 1, InZynk is entitled to unilaterally change the GTC. Changes to the GTC shall be notified to the Contracting Company at least 30 days before the change enters into force, unless the change is caused by a change in mandatory law, government decision or other circumstances beyond InZynk’s control. If a change is to the detriment of the Contracting Company, and the Contracting Company does not accept the change, the Contracting Company is entitled to terminate the Agreement no later than the day on which the change enters into force. the Contracting Company’s continued use of the Services after a change has entered into force shall be deemed to mean that the Contracting Company has accepted the change and that the Contracting Company is bound by the changed GTC. If the Contracting Company terminates the Agreement according to this Section 22.2, the Contracting Company may claim a refund of any unused prepaid fees for the Services.
23. Governing law and dispute resolution
- The law governing the Agreement, as well as the jurisdiction in which disputes shall be adjudicated are set forth below, in each case based on the respective contracting InZynk entity as follows:
– If the contracting InZynk entity is InZynk AB, (i) the Agreement shall be governed by the laws of Sweden under the exclusion of the UN Sales Convention and without giving effect to any principles of conflicts of law; and (ii) disputes shall be finally resolved by the Courts with exclusive jurisdiction of Swedish Courts with the District Court of Stockholm as first instance.
– If the contracting InZynk entity is InZynk ASA, (i) the Agreement shall be governed by the laws of Norway under the exclusion of the UN Sales Convention and without giving effect to any principles of conflicts of law; and (ii) disputes shall be finally resolved by the Courts with exclusive jurisdiction of Norwegian Courts with the District Court of Oslo as first instance.