These Terms and Conditions were last updated on 21-April-2023

1. Definitions

IntentHub (as defined below) offers intent data and sales intelligence services for B2B companies. In these General Terms and Conditions ("Terms"):

a) “Agreement” means the Order, these Terms, the Data Processing Agreement (if applicable) and any and all specifications agreed upon (e.g., selected Plan) between IntentHub and Customer and their respective User(s).

b) “Customer” means the party to whom IntentHub is to provide its products and/or services pursuant to the Order. If a Customer includes more than one legal or natural person, the obligations imposed upon each shall be joint and several.

c) “IntentHub” means N.Rich Technologies Oy and its affiliates, (in the following also referred to as (“we”, “our”, or “us”)

d) “Order” means any registration (either paid subscription or free trial), signed quote, order confirmation or sign-up through a web interface indicating the products and services ordered, to be ordered or currently used by Customer and their respective User(s).

e) “Paty” means IntentHub and the Customer. The Parties shall be independently reffered to as a “Party”.

f) “Queries/Query” means queries, searches, API-calls or any specific configuration Users employ within our Services in order to get Results.

g) “Result” means any company data, contact information, lead or other information or data provided by the Services as an outcome to a Query.

h) “Services” means the IntentHub web software, platform, products and any services which IntentHub provides to Contracting Companies and Users, through its websites, portals, interfaces (APIs), integrations and further internet based services.

i) “Sources” may include but are not limited to company websites, news portals, online media and public databases, including but not limited to commercial registers, blogs, forums, consumer portals or social networks.

j) “User” means the natural person(s) who are using the Services upon (i) either registering themselves as a Customer, or (ii) being invited on behalf of or by a Customer.

2. Scope of Application and Definitions

2.1 These Terms apply to all Services which IntentHub provides to contracting companies and Users (”you”). By purchasing, using or otherwise accessing any of the Services, you agree to be bound by the Agreement.

2.2 These Terms take effect the earlier of (a) the use or access of the Services, or (b) the execution of an Order which supersede all prior communications, either oral or written, between you and IntentHub, unless expressly agreed otherwise in writing (text form sufficient).

2.3 The Services are offered for professional purposes only, i.e. for natural or legal persons who or which, when entering into a legal transaction, act in exercise of a business. You confirm that the use of the Services is intended for commercial or professional purposes only.

2.4 IntentHub does not accept any other terms (e.g., additional and ancillary provisions such as guarantee commitments, procurement terms or assurances) with regard to the provision of the Services, unless otherwise agreed to in writing (text form sufficient) by an authorized IntentHub representative.

3. Content & Use of Services

3.1 IntentHub provides its Services to contracting companies and Users in accordance with terms of the Agreement. The Services will be provided "as is" and may be updated and amended throughout the Term (as defined below in section 8).

3.2 IntentHub Services can be used without sharing end user personal data with us. However, if you decide to share personal data with us in order to be processed on your behalf, the data processing agreement (accessible under DPA (“Data Processing Agreement”)) accompanies these Terms and sets forth additional terms of the Agreement that apply solely to personal data processed on your behalf as part of providing the Services to you and performed as part of our Services. Additional information can be found from N.Rich privacy notice (https://privacy.nrich.ai/privacy-notice).

3.4 In the event IntentHub offers specialized or third party Services to you, the provision of such Services may be directly dependent on your consent to additional terms and conditions prior to the activation of such Services.

3.5 You acknowledge and understand that the content and scope of Services and Results, including the selection of Sources, are subject to change and are expected to change over time. To improve the swiftness and efficiency of certain Services, IntentHub may expand, modify, or supplement its offering at any time and in IntentHub’s sole discretion.

3.6 You acknowledge that all Results are compiled through automated systems at a large scale. IntentHub is not responsible 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.

3.7 As IntentHub processes and delivers Results automatically without manual checks, you acknowledge that the Results may contain incorrect, harmful, illegal, offensive, or otherwise inappropriate or unsuitable texts, images, or works. Such content shall not be considered to be a defect of the Services.

3.8 To the extent IntentHub adds additional information to data provided by you as part of the Service, you acknowledge and agree that IntentHub is not responsible for ensuring that the Results are fit for your intended purpose or use. It is your own responsibility to ensure the accuracy and suitability of the respective Results provided to you.

3.9 IntentHub is entitled, in each case, to reject specific Query or the display of certain Results if IntentHub cannot reasonably execute or display these for technical and/or legal reasons.

4. License

4.1 IntentHub grants to the Customer a non-exclusive, non-transferable, non sublicenseable, revocable license to use the Services in accordance with the terms of the Agreement, determining, in particular, the type of use, the number of Users, and the scope of access granted to Users.

4.2 With the exception of the following, the Customer is not entitled to lease, resell, sub-license or otherwise transfer the Services or Results to third parties:

4.2.a Use of the Services may only take place within the Customer's organization. Use for or within any other enterprises (including affiliated companies) and/or publishing of Results is only permitted with prior written consent of IntentHub.

4.2.b Transmission of Results or granting access to the Services to external service providers (agencies, call centers, etc.) is only permitted for Uses where these providers directly support the Customer for its own purpose and their use is restricted by means of time, access and region to the Customer's project.

4.3 Customer shall be entitled to assign any User that is a natural person or employed by or working for the Customer a named user license (“Seat”) up to the number indicated in the Order. For the avoidance of doubt, IntentHub is not required to provide its Services to unlicensed Users, i.e., if the number of Users exceeds the number of available Seats.

4.4 IntentHub provides all Users with an online working environment, which Users may a) access directly by entering their login and password or b) use indirectly via a software interface permitting authorized access.

4.5 Customer acknowledges and agrees that IntentHub offers different service packages (“Plans”), composed of different data sets, products, features and actions (”Actions”) that can be performed within such Plans by Users.

4.6 Actions include (but are not limited to) the download/export of data, revealing intent data or, syncing data to an external system or sending API calls.

4.7 Depending on the Agreement and number of Results affected, Customer acknowledges that certain Actions a) might be performed with or without cost or b) will consume credits (“Credits”). In the event of any additional charge, IntentHub will inform the Customer accordingly.

4.8 In accordance with its Order the Customer will be entitled to a specific number of Credits to be used by its Users during the Term. If all Credits have been used, certain Actions might not be available anymore until the renewal of the Term. Unused Credits will expire at the end of each Term.

4.9 Overuse of Credits or Seats above the limits of the Order can result in additional charges. IntentHub will inform the Customer about such overuse and additional charges accordingly.

4.10 Customer acknowledges and agrees that IntentHub may upon renewal adjust the applicable Plan to reflect overuse (according to Section 4.9) which has occurred during the Term or can be reasonably expected during the upcoming Term. IntentHub will inform you about such adjustments accordingly.

4.11 IntentHub provides the Services on all calendar days and ensures that the Services have an availability of 99% on an annual average. The operating time shall exclude periods in which maintenance activities take place, provided that such maintenance has been announced at least 24 hours prior to such commencement. Operational disruptions beyond IntentHub's control (e.g., disruptions caused by force majeure or unrelated third-parties) are excluded from the operating times. Exclusions from operating times in accordance with this section shall not be treated as the Services being unavailable.

5. User Obligations

5.1 Users are responsible for the confidentiality of their authentication credentials, such as logins, passwords, tokens, or API keys and shall not pass these on to any third parties. They shall be solely responsible for misuse of such credentials resulting from a failure to comply with these obligations.

5.2 Contracting Companies and Users shall exercise due care during their use. This means, in particular that:

5.2.a Users shall not exploit any potential programming errors to the detriment of IntentHub and shall immediately report any and all errors, bugs and shortcomings relevant for IT security to IntentHub when Users become aware of such occurrences.

5.2.b Users shall not unduly interfere with the Services and/or IntentHub's infrastructure.

5.2.c Users must not use Services for any illegal purposes.

5.2.d Users shall ensure not to spread viruses, worms, and/or other malicious code via the use of the Services.

5.2.e Users shall not access Services and databases of IntentHub 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 purpose(s) by IntentHub.

5.2.f Users shall not mislead other Users or attempt to gain access to profile and personal data of other Users or otherwise jeopardize the privacy and security of any data stored by IntentHub.

5.2.g Users shall not permit any direct or indirect access to or use of any Services in a way that circumvents the usage limit included in the Agreement.

5.2.h Users shall not copy any IntentHub Service or any part, feature, function, or user interface thereof or frame or mirror any part of any Services.

5.2.i Users shall not access any Services or monitor the availability, performance or functionality of these Services in order to build a competitive product or service, or for any other benchmarking for competitive purposes.

5.3 In the event of a breach or alleged breach of Sections 5.1. or 5.2. by the User, IntentHub may, with immediate effect, exclude the User from the further use of the Services until the matter has been reasonably resolved, in its exclusive discretion or, if the matter cannot be reasonably resolved, suspend such User and/or the respective Customer's account.

5.4 You acknowledge and understand that you are solely responsible for complying with all the laws, rules and regulations applicable to your use of the Results, e.g. data protection and e-privacy regulations. IntentHub is in no position to legally assess and/or influence your use of Results (e.g., if and how to use address or contact data).

6. Rights and Ownership

6.1 You agree and acknowledge that certain Results may be subject to third-party rights and licenses (e.g., copyright or trademark protected) and that IntentHub does not grant or manage such third-party rights or licenses. Copyrights, patent rights, trademark rights and all other intellectual property rights related to the provision of the Services itself shall remain with the respective owners of such rights. .

6.2 If you provide data to IntentHub, e.g. for the purpose of updating or enriching such data, you grant IntentHub a non-exclusive right to process such data as it may deem necessary, and to perform the Services pursuant to the Agreement.

6.3 IntentHub will keep any personal data and other information provided by the Customer (such as User details) confidential, and will only make the data available as necessary to complete or perform IntentHub's Services pursuant to the Agreement. IntentHub will undertake reasonable effort to delete the received data and information upon your request.
6.4 You acknowledge and agree that aggregated and anonymized data may be used in order to improve or develop our Services.

7. Support

IntentHub will provide you with assistance and support in accordance with your Order and Plan selected. IntentHub’s Customer Support personnel will be available from 9:00 a.m to 6:00 p.m. (Central European Time) (Monday - Friday, except for bank holidays) in order to swiftly respond to inquiries. Different support schedules may be available to you depending on your time zone and region.

8. Orders, Payment, Term and Termination

8.1 The initial duration of the Agreement with Customer, as set forth in the Order, or any subsequent renewal period(s) are herein referred to as “Term”.

8.2 The Customer may only terminate the Agreement within 30 days before the end of each Term with effect at the end of each Term. Extraordinary termination rights and the right to termination for just cause remain unaffected. Any Agreement that has not been canceled in time will automatically renew for another Term equal to the length of the last Term.

8.3 The fees for the initial Term apply as set forth in the Order. All prices are quoted in EUR or USD (as the case may be) and exclude statutory VAT or sales tax (as applicable). With regard to any subsequent Terms, any increase of prices will be limited to a maximum of 5% per year. IntentHub will inform the Customer about such an increase accordingly.

8.4 The fees for every Term shall be due annually up front (unless otherwise stated in the Order). IntentHub will issue an invoice upon the earlier of (a) receipt of payment or (b) order confirmation. Payment of any undisputed amount shall be due within fourteen (14) days of receipt of the invoice.

8.5 If Customer fails to clear the invoice within the specified time, IntentHub may, in its sole discretion, take any or all of the following actions:

8.5.a restrict or suspend User access to the Services until all past-due payments are made,

8.5.b terminate the Agreement, or

8.5.c engage a third party to collect the outstanding amounts.

8.6 IntentHub shall provide Customer with prior notice (email sufficient) (at least one (1) week) before a suspension or termination in accordance with 8.5 a) or b) above. Restriction or suspension of access to the Services shall have no effect on the Term of the Agreement nor Customer’s obligation to pay the due fees. You will provide accurate, current and complete information about the legal entity who is the contractual party when placing an Order (all information necessary to identify the legal entity, billing information, bank details and contact persons). You will inform IntentHub without undue delay of any relevant changes (e.g., address, billing information and bank details or the relevant contact person).

9. Provision of Services, Assignment of Rights

9.1 IntentHub is entitled to involve third parties to provide the Services pursuant to the Agreement. IntentHub will ensure that such third parties comply with IntentHub's obligations under this Agreement, specifically the confidentiality and privacy obligations set forth in these Terms.

9.2 Without IntentHub’s prior written consent (text form sufficient), you may not assign, delegate or otherwise transfer the Agreement (or any rights or obligations under or in connection therewith) to any third parties.

9.3 You may only set off claims uncontested or recognized in writing by IntentHub or ordered by a court of law.

9.4 You may withhold payment or retain possession only to secure claims that are uncontested or ordered by a court of law.

10. Liability and Indemnification

10.1 IntentHub shall only be liable to you for damages caused intentionally or with gross negligence. This shall not apply if IntentHub breaches essential obligations of the Agreement. Essential contractual obligations are those whose fulfillment makes the proper execution of the Agreement possible in the first place and on whose compliance the contractual partner regularly relies and may rely. The liability for a breach of essential obligations shall be limited for each contractual year to the remuneration owed by the Customer in the respective year in which the breach has occurred, this limitation shall not apply if the damage is foreseeable and typical for the Agreement and is typically higher than the annual remuneration.

10.2 IntentHub assumes no liability for lost profits, consequential or indirect damages, reductions in value of Customer’s brand or of its business, frustrated expenses or similar costs.

10.3 Any statutory strict liability - in particular liability under the German Product Liability Act as well as statutory warranty liability - shall remain unaffected by the above limitations of liability. The same shall apply to IntentHub's liability in case of culpable injury to life, body or health.

10.4 The limitations or exclusions of liability according to Sections 10.1. to 10.3. shall also apply to the personal liability of IntentHub's employees, representatives, bodies and vicarious agents.

10.5 The Customer shall indemnify IntentHub from any third party claims arising from an infringement of third-party rights caused by the Customer (e.g., as a consequence of an infringement of Section 6). This includes the reimbursement of reasonable legal costs incurred by IntentHub to defend itself against third-party claims. IntentHub shall inform the respective Customer of any legal claim raised against IntentHub without any undue delay. IntentHub shall, before entering into any settlement with such a third party, consult with the Customer. If IntentHub decides to enter into a settlement without the Customer’s consent, IntentHub shall bear its own costs resulting from such settlement and in connection with the dispute.

11. Final Provisions

11.1 This Agreement shall be governed by the laws of Finland, exclusive of its choice-of-law rules (rules of international private law). Any dispute, controversy, or claim arising out of, or in connection with, this Agreement, or the breach, termination, or validity thereof, shall be finally settled in arbitration by one (1) arbitrator in Helsinki, Finland in the English language in accordance with the Rules of the Arbitration Institute of the Central Chamber of Commerce of Finland.

11.2 Amendments to the Agreement (including termination notices) must be made in text form; this also applies to a waiver of this text form requirement. Verbal amendments, including ancillary agreements, are invalid.

11.3 Any notice under this Agreement shall be communicated to either Party and shall be effective from the date of receipt of the notice. Any notices or consents or other communications required to be given or served by any of the Parties on the other(s) in respect of this Agreement shall be given in writing to the others in English and shall be deemed to have been served if personally left or delivered to or sent by cable, e-mail, or sent to at the address specified in the beginning of this Agreement or such other addresses notified to each other by the Parties.

11.4 Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement shall survive termination or expiration of this Agreement and continue in full force and effect.

11.5 If at any time any Party waives or fails to enforce any right under the provisions of this Agreement, such waiver or failure shall not be construed as a continuing waiver or failure to enforce the same or other provisions of this Agreement. None of the terms of this Agreement shall be held to have been waived or altered unless such waiver or alteration is in writing and signed by the Parties.

11.6 Should any provisions 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 of 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.

12. Right to make amendments to the Terms

IntentHub has the right to amend these Terms, to adapt the Terms to reflect the changes in applicable laws, or to the services IntentHub offers. In this event, IntentHub will inform Customer of the amendment in text form reasonably in advance. The amendment is incorporated and applies unless Customer objects in text form within two (2) weeks of receipt of the notification about the amendment. If the Customer exercises its right of objection, the contract will continue to apply based on the Terms without the amendment. In this case, any rights of the parties to terminate the contract remain unaffected. In case of a timely objection, IntentHub reserves the right to terminate the Agreement extraordinarily with a notice period of one (1) month.