EFFECTIVE DATE: 10th May, 2019
By using the Intuto.com website ("Service"), you are agreeing to be bound by the following terms and conditions ("Terms of Service"). The Terms of Service together with the Order Form, accessed and selected by visiting the internet accessible learning management solution service, under the name Intuto, constitute the Agreement between Intuto Limited (“We”, “Supplier”, "Our" or “Intuto”), and “You” (the “Customer”) ordering the “Services”. Intuto means Intuto Limited, a New Zealand based company having its registered office at Unit I, 162 Mokoia Road, Chatswood, Auckland New Zealand. “Services” means Supplier’s hosted internet accessible learning management solution service, under the name Intuto, made available to You on a subscription term basis under the Agreement at a website address provided to You (“Portal”). An Authorised User means any Customer employee, contractor, agent or any other individual authorised by a Customer to access and use the Services, via the Customer’s purchased subscriptions, for the purpose specified herein. You are responsible for an Authorised Users’ compliance with this Agreement. Intuto reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augments or enhances the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at Terms of Service. Violation of any of the terms below will result in the termination of your Account. While Intuto prohibits such conduct and Content on the Service, you understand and agree that Intuto cannot be responsible for the Content posted on the Service and you nonetheless may be exposed to such materials. You agree to use the Service at your own risk.
- You must be a human. Accounts registered by "bots" or other automated methods are not permitted.
- You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
- Your login may only be used by one person - a single login shared by multiple people is not permitted. You may create separate logins for as many people as you require.
- You are responsible for maintaining the security of your account and password. Intuto cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- You are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others who have accounts under your account).
- You may not use the Service for any illegal or unauthorised purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), nor violate any laws of New Zealand.
Payment, Refunds, Upgrading and Downgrading Terms
- A valid credit card is required for paying accounts unless prior arrangement is made with Intuto in writing. Free accounts are not required to provide a credit card number.
- The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. All fees as quoted on the Intuto Website are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. Where the local taxing authority requires the quoted fees to have a tax, levy, or duty applied at source, the final fee to the Customer will have this added and in that instance Intuto will be responsible for the payment of such amount.
- For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle.
- You are responsible for keeping your credit card valid and while you will be sent a reminder of any impending valid date expiration on your credit card, any loss of Content, features, or capacity of your Account that occurs as a result of your credit card becoming invalid will be your responsibility.
- Downgrading your Service may cause the loss of Content, features, or capacity of your Account. Intuto does not accept any liability for such loss.
Cancellation and Termination
- You are solely responsible for properly canceling your account.
- If you cancel the Service before the end of your current paid up month, your cancellation will take effect by the end of your current paid month and you will not be charged again.
- Intuto, at its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service at any time and without prior notice in case of (a) fraudulent, criminal, grossly negligent, wilful, or otherwise intentional misconduct, or violation of any law or regulation, in connection with the performance of your obligations hereunder and/or (b) demonstrated usage negatively impacting the performance of the Service and/or (c) breach of the herein Service terms and conditions. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all content in your Account or any other similar action deemed appropriate. For clarity, Intuto is not designed as a content storage system and any indication that the Service is being used in this manner will result in deactivation of the Service.
- In the event that You cancel the Service, it is your sole responsibility to collect any User data that you may require for the purpose of confirming User activity that occurred as part of Your use of the Service. You may be able to access Your data following Your cancellation of the Service however Intuto reserves the right to charge for this facility.
Modifications to the Service and Prices
- Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the Service itself.
- Intuto shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
Content and Personal Data
- You own all content (including Personal Data) inputted by You and Authorised Users for the purpose of using the Services (“Content”) and You are solely responsible for the legality, reliability, integrity, accuracy and quality of the Content. Intuto may suspend or terminate use of Services and this Agreement immediately upon receipt of any notice, which alleges that You and/or an Authorised User has used the Services for any purpose that violates any local, State, Federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, be construed as hate speech, that may violate hacking or other criminal regulations, etc. You hereby acknowledge and agree that Our performance of this Agreement requires that We process, transmit and store Personal Data under your documented instructions and as further specified in the Data Processing Addendum (DPA), which forms an integral part to this Agreement.
- Where Intuto provides any materials to You and/or Authorised Users in the form of templates or other material, this material is understood to be used by You and/or your Authorised Users with any adjustments made to meet the needs of your business and/or the local jurisdictions that your organisation works within. For clarity, Intuto takes no responsibility for materials provided by Intuto used by the Customer.
- You hereby also acknowledge and agree that We process data related to Your employees or representatives that is collected and used by Us, as well as connection data created through the use and operation of the Services, in order to administer or manage Our delivery of Services, or Your account, for Our business purposes, following the technical and organisational security measures contained in Attachment 3 to the DPA. Such Data may include Personal Data and information about the contractual commitments between Us and You, whether collected at the time of the initial registration or thereafter in connection with the delivery, management or administration of Services, including billing and collecting of payments. You hereby acknowledge and agree that We also process Personal Data that We collect, when You submit a request for support services or other troubleshooting, including information about the Service, Your Portal and other details related to the support incident, such as authentication information, information about the condition of the Services, and error-tracking files. We process such Personal Data in order to respond to the request and solve the problem eventually reported.
- We shall process the aforementioned Personal Data for Our own business purposes for as long as it is necessary in relation to the purposes stated above, namely for the duration of the Agreement and until collection of the payments, unless processing is necessary for compliance with a legal obligation by mandatory statutory law or for the establishment, exercise or defence of legal claims.
- You hereby acknowledge and agree that We shall process Your name and email address to communicate with You for the presentation and promotion of the Services or of new services. You may at any time, free of charge, unsubscribe from such electronic communication, easily by clicking the button “unsubscribe” contained in the electronic communication.
Copyright and Content Ownership
- We claim no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours.
- Intuto does not pre-screen Content unless specifically requested by the Customer, but Intuto and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available or proposed to be made available via the Service.
- Inappropriate Content is considered the posting, uploading, sharing, submitting, or otherwise providing Content that: a) Infringes Intuto’s or a third party’s intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights of publicity, or any other intellectual property right or proprietary or contractual right b) You don’t have the right to submit c) Is deceptive, fraudulent, illegal, obscene, defamatory, libellous, threatening, harmful to minors, pornographic, indecent, harassing, hateful; encourages illegal or tortious conduct or that is otherwise inappropriate. d) Attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition e) Contains viruses, bots, worms, scripting exploits, or other similar materials f) Is intended to be inflammatory g) Could otherwise cause damage to Intuto or any third party.
- Your use of the Service is at your sole risk. The service is provided on an "as is" and "as available" basis.
- Technical support is only provided to paying account holders and is only available via email or telephone at Intuto’s sole discretion.
- You understand that Intuto uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
- You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service.
- You agree not to perform misrepresentation of yourself, or disguising the origin of any content (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with Intuto or any third party).
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Intuto.
- You agree not to violate the privacy of others, including publishing or posting other people's private and confidential information without their express permission, or collecting or gathering other people’s personal information (including account names or information) from Intuto.
- We may have an obligation to remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service.
- We retain the right to contact you from time-to-time via email and telephone. You can remove yourself easily from the newsletter lists. You can also request to be removed from all communication emails by contacting our customer success team at firstname.lastname@example.org.
- Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Intuto customer, employee, member, or officer will result in immediate account termination.
- Intuto will not allow: (a) Compromising the integrity of our systems. This could include probing, scanning, or testing the vulnerability of any system or network that hosts our services. (b) Tampering with, reverse-engineering, or hacking our services, circumventing any security or authentication measures, or attempting to gain unauthorised access to the services, related systems, networks, or data. (c) Modifying, disabling, or compromising the integrity or performance of the services or related systems, network or data. (d) Deciphering any transmissions to or from the servers running the services. (e) Overwhelming or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources (CPUs, memory, disk space, bandwidth, etc.).
- You must not upload, post, host, or transmit unsolicited email, SMSs, or "spam" messages.
- You must not transmit any worms or viruses or any code of a destructive nature.
- You must not use meta-tags or any other “hidden text” including Intuto's or our suppliers’ product names or trademarks.
- You must not access or search any part of Intuto by any means other than our publicly supported interfaces.
- Intuto does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, secure, or error-free, and (iii) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations.
- You expressly understand and agree that Intuto shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorised access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
- The failure of Intuto to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Intuto and governs your use of the Service, superseding any prior agreements between You and Intuto (including, but not limited to, any prior versions of the Terms of Service).
- Intuto (in its sole discretion) determines that a user has violated these Terms of Service.
- Questions about the Terms of Service should be sent to: email@example.com.
By using the services, you acknowledge that you have read these terms and agree to be bound by them.