GENERAL TERMS - IMEDU PLATFORM

We are imedu B.V., with address Kingsfordweg 151, 1043GR Amsterdam (Imedu). We are registered with the Chamber of Commerce (Kamer van Koophandel) under number 82467641.

These are our general terms and conditions (in short,the Terms). We will send you these Terms at your request, free of charge. You can also find them on https://imedu.io (Website).

We have developed the web application Imedu (the Platform), where online learning environments can be created and used.

When we refer to you in these Terms, we mean you as a user of our Platform and/or our services.

Imedu offers you access to the Platform, subject to the conditions stated in these Terms.

If you have any questions regarding these Terms or the Platform you can contact us by sending an email to hello@imedu.io

Applicability of these terms
1. 1.1. These Terms are always applicable to every use of our Platform and to every offer and agreement we conclude with you for the use of our Platform.
2. We reserve the right to change the Terms at all times. The latest version of the Terms will always apply. Arrangements that deviate from these Terms will only be applicable if they have been agreed on by us in writing.
Access to the Platform
1. Imedu grants you permission to use the Platform. This permission is non-exclusive and non-transferable.
2. You may only use the Platform to create Spaces, publish these Spaces on your catalog page, and organise online learning activities in the Spaces. The features that are available depend on the package chosen. You require prior permission from Imedu if you wish to use the Platform for any other purpose.
Account
1. You must register on the Website. After Imedu has approved the registration you shall receive a personal administrator account (Administrator Account). The Administrator Account may be transferred within an organisation.
2. You may create and delete personal accounts for the number of Sub-Accounts agreed upon during the registration procedure (Sub-Accounts). Administrator Account and Sub-Account hereinafter collectively referred to as Accounts.
3. You are responsible for the use of the Platform and the Sub-Accounts' compliance with these Terms.
4. You need to keep your account details and password confidential. You are responsible for all activities on your account after it has been logged in with your account details and passwords, unless you have reported that your Account has been compromised as soon as becoming aware of it.
5. In order to use our Platform, you must have a proper internet connection. You are responsible for the technical functioning and maintenance of your internet connection, internal network and all other IT-systems if so required according to our system requirements.
Spaces and Content
1. 3D virtual worlds (Spaces) can be created on the Platform. These Spaces can be used as digital online learning environments for students, pupils and other participants. The Spaces can also be shared with third parties, allowing these parties to use the Spaces as online learning environments.
2. You can create Spaces on the Platform and upload teaching materials such as presentations, video’s, posters 3D-worlds and 3D-models (Content).
3. You guarantee that the Content you and your Sub-Accounts upload:
  1. is not pornographic or erotic;
  2. is not offensive, racist, discriminatory or hateful;
  3. does not contain unsolicited advertising (spam);
  4. is not false or misleading;
  5. does not infringe the (intellectual property) rights of others; and
  6. does not contain viruses or other harmful software.
4. If Imedu suspects that the you or your Sub-Accounts are violating article 5.2, Imedu shall be entitled to gain access to the relevant Space to inspect the Space and be allowed to remove any Content if necessary.
5. If agreed between you and Imedu, Imedu may make your Spaces visible on the Platform and use the Space for promotional purposes.
Subscriptions and cancellation
1. Before the use of our Platform, you must enter into an agreement (Subscription) with us.
2. The term of the Subscription (Subscription Period) will be agreed during the application procedure. The Subscription will commence on the date as agreed during the application procedure (Start Date).
3. At the end of your Subscription Period, the Subscription will be automatically renewed always for the duration of the initial agreed Subscription Period, unless otherwise agreed in writing.
4. You can cancel your Subscription before the end of the Subscription Period. In case of timely cancellation, your Subscription will not be automatically renewed.
Prices
1. All communicated prices by Imedu are in EUR and are excluding VAT.
2. Listed prices and rates of our Subscriptions may change from time to time. No rights can be derived from historic prices.
3. If you already have a Subscription with us, price changes will not be implemented during the Subscription Period. You will continue to pay the initially agreed price during the Subscription Period. When (automatically) renewing your Subscription, the price change will take effect.
Payment and collection charges
1. You must provide us with a valid means of payment to use our Platform. We will debit the amount for the use of the Subscription to your means of payment on a monthly or yearly basis around the day on which your Subscription commenced.
2. If you do not fulfil your payment obligations on time, you will automatically be in default. Your Administrator and Sub-Accounts will be deactivated at that moment until you meet your payment obligations again.
3. If you are in default, we have the right to charge any extrajudicial costs. The collection fees are calculated on the basis of the invoice amount, with a minimum of EUR 40 ex. VAT.
Availability and maintenance of the Platform
1. Imedu shall ensure that you are able to use the Platform.
2. We are responsible for the availability and maintenance of the Platform. However, we do not guarantee that the Platform will always work uninterrupted.
3. We have the right to change the Platform. This includes, but is not limited to, changing, removing or adding certain services, features, functionalities (Functions) of the Platform.
4. If we remove Functions for which you have paid specifically within your Subscription, we will refund you the costs you have made in advance for these removed Functions.
5. We do not guarantee that our Platform is completely free of errors. Please inform us immediately of any errors, bugs or malfunctioning of the Platform. You can reach out to us by sending an email to hello@imedu.io. We will then do our utmost to resolve your problem as soon as possible.
Exclusion of the Platform
1. We reserve the right to terminate your Subscription and exclude you from any (further) use of the Platform by, amongst other things, blocking and/or deleting your Administrator Account of Sub-Accounts without being obliged to refund any amounts already collected or pay any damages, if there is, in our discretion, a valid reason to do so. This applies in any case, but not exclusively, if you or a Sub-Account:
  1. violates these Terms (especially, but not limited to article 5.2) and/or applicable laws and regulations;
  2. fails to meet your payment obligations under the Subscription (as meant in article 16.1);
  3. uses the Platform for purposes other than for which the Platform is intended (as described in article 3.2);
  4. creates or attempt to create a derivative or competitive version of the Platform;
  5. rents out, encumbers, licenses or misuses the Platform in any other way.
Liability
1. Imedu is not liable for any damage or other adverse consequences resulting from the use or inaccessibility of (information on) our Platform. All actions you take on the basis of our Platform are for your own account and risk.
2. Imedu is not liable for the damage caused by the inexpert or wrongful use of the Platform by you, your Sub-Accounts or third parties.
3. We are only liable for direct damages that are unequivocally caused by an attributable shortcoming from our side. We are not liable for indirect damages or missed income.
4. Our maximum liability is under all circumstances limited to your yearly Subscription fee or 12x your monthly Subscription fee.
5. The limitations set out in this article do not apply if damage is the result of an intentional act or gross negligence from our side.
6. You will indemnify and keep us indemnified for all claims by third parties as, but not limited to an intellectual property rights infringement, fines, costs, damages, etc. relating to any use of our Platform and relating to any infringement of intellectual property rights by you.
Force Majeure
1. We will not be liable if we are unable to perform our obligations to you due to force majeure. This includes non-attributable failure of third parties used by Imedu, hacks and internet failures. This also applies if you are unable to fulfil the obligations arising from your Subscription due to force majeure.
2. If the force majeure lasts longer than 2 months, you can terminate your Subscription in writing. In that case, there is no right to compensation. We will send you an invoice for the (unpaid) period in which you used the Platform.
Intellectual property
1. We (or our licensors or suppliers) are the exclusive owners of all existing and future intellectual property, such as copyrights, trademarks, design rights, patents, source codes and know-how, which rest on or are the fruits of our Website and Platform, except for Content.
2. If you own the intellectual property rights on the Content, you remain the owner of the intellectual property rights if the Content is uploaded on the Platform.
3. You are only granted the right to use the Platform. The right to use the Platform is non-exclusive and you may not transfer or license the right to use the Platform. All information provided by us is for individual and personal use only.
4. With respect to all Content uploaded by you to the Platform, you declare:
  1. that you hold the intellectual property rights to the Content; or
  2. that you have the appropriate licence to upload the Content onto the Platform.
Privacy
We protect your personal data in accordance with the European General Data Protection Regulation. For more information, please read our Privacy Policy on our Website.
Miscellaneous
1. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision of these Terms. Any such invalid or unenforceable provision will be replaced by a provision that is considered to be valid and enforceable and which' interpretation will be as close as possible to the intent of the invalid provision.
2. You are not allowed to assign or transfer any rights and obligations on account of our Platform or these Terms without prior written approval of us.
3. All documents annexed to these Terms shall form an integral part thereof. In the event of any conflict between these Terms and the attachments, these Terms shall prevail.
Applicable law
Dutch law.
Competent court
The court of Amsterdam.

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