TERMS AND CONDITIONS OF SERVICES | iDeals Virtual Data Room

TERMS AND CONDITIONS OF SERVICES

Revision date: November 14, 2022

These Terms and Conditions of Services are entered into as of the date set forth in the Delivery Order, by and between the Client and the respective iDeals Solutions legal entity indicated in the Delivery Order (“iDeals”). The Client and iDeals is separately referred to as a Party, and together, are referred to as the Parties. 

  1. DEFINITIONS
Account Administrator(s):those Users, designated by the Full Account Administrator and/or by Account Manager or Support Representative from iDeals. Such Account  Administrator(s) have the authority to create a new Data Room(s) associated with corresponding accounts, and during such creation they shall designate the Project administrator(s) of the Data Room(s). Such Account Administrator(s) can be disabled by the Full Account Administrator.
Account Manager:a representative of iDeals’ Sales team or Customer Success team designated to manage the client’s account.
Administrator(s):the Full Account Administrator, Account Administrator and the Project Administrator.
Agreement:Terms and Conditions of Services along with the Data Room Delivery Order.
Authorized Purpose:fulfilling the purposes of the Agreement.
Binary files:files that cannot be converted to secured format. Binary files may be downloaded only in original format and can’t have any security restrictions. 
Client Data:any documents or information, whether in printed or electronic format, provided by or on behalf of the Client for the purposes of the Services, including documents and information chosen by or on behalf of the Client to be uploaded to the Data Room.
Corporate account:this feature allows Users to manage multiple Data Rooms under a specific agreement between iDeals and the Client.
Consumer:a natural person who carries out with iDeals a juridical act which is not directly related to his or her economic or professional activity.
Confidential Information:any and all information disclosed by or at the direction of either Party to the other in connection with the provision or use of the Services under the Agreement, irrespective of any confidentiality requirement from a disclosing Party, presence or absence of the confidentiality label on the information, form of the information, or its content.
Data Room:iDeals’ proprietary software through which authorized Users may process, store, access and communicate with various kinds of documents, all in electronic format, intended for the purposes of the Project.
Data Room Index:the structure for the Data Room files, provided by or on behalf of the Client in order to organize the information within the Data Room so that the documents can be consulted by the targeted Users.
Delivery Order:a written instrument confirming the order for Services. Each duly executed Delivery Order shall be incorporated into and become a part of the Agreement between the Parties.
Full Account Administrator(s):those Users, designated by another Full Account Administrator of the Data Room, by Account Manager or support representative from iDeals or who can be self-appointed during creation of new Data Room and have the authority to access Corporate account setting page and/or to overview information regarding account properties (account name, agreement number, account subscription) and/or to overview information regarding list of Account Administrators and their permissions and/or to overview full list of projects associated with corresponding account and/or to edit account name and/or to manage list of the Account Administrators and/or Full Account Administrator(s) (to add new Account Administrator(s) and/or Full Account Administrator(s), to change permissions set for Account Administrator(s) and/or Full Account Administrator(s) or delete Account Administrator(s)) and/or Full Account Administrator(s) and/or to request a subscription update and/or to create new Projects within the Corporate account, and during such Project(s) creation the Full Account Administrator shall designate the Project administrator(s). Such Full Account Administrator of the Corporate account can be disabled by another Full Account Administrator. 
Guest Users or Users:the individuals, invited by Administrator of the Data Room or identified in writing by Administrator, who have permission to access the Data Room, review the Client Data and perform actions according to access level provided by the Administrators.
Project:the Client’s on-going business for which purpose the Data Room is opened and Services are provided.
Project Administrators(also referred to as Deal Managers):those Users, designated by Full Account Administrator, by Account Administrator, by another Project administrator or by support representative from iDeals, who act as administrator of the Data Room and have the authority to manage Data Room in relation to the Services.  Throughout the entire duration of the Project, they will be the key contacts for the Account Administrator(s) and will, consequently, be in a position to guide the Data Room in terms of strategy. Such Users can be disabled by other Project administrators of the Data Room.
Sanctionsany economic or financial sanctions or trade embargoes implemented, administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Departments of State or Commerce or any other US government authority, the United Nations Security Council, the European Union, Her Majesty’s Treasury, Switzerland or other such Sanctions authority in a jurisdiction of relevance to this Agreement.
Services Rendering Term:the term (Free Trial / Preparation periods, Subscription Term and Follow-on Term) as specified in the Delivery Order.
Solution:the software developed and operated by iDeals for the deployment and functioning of electronic data rooms.
Specifications:set of Data Room settings set by the Project Administrator.

2. iDEALS SERVICES

2.1. Services are provided in accordance with the terms and conditions of  the Delivery Order or the subscription plan chosen for the duration of the Free Trial period.
2.2. List of comparison of subscription plans and their features and functionalities are available to the Client at https://www.idealsvdr.com/tc-subscription-plans-22/.
2.3. The Client or Administrator(s) may request iDeals to provide the Additional Services. All Additional Services will be undertaken at iDeals’ rates set forth in Delivery Order. The Additional Services include, but is not limited to, manual processing of poorly scanned documents – rotation of pages, contrast adjustment, renaming documents, closing of data room(s), double numbering of files of Data Room(s), set up of two-step verification for data room(s), possible preparations according to recording, partial downloading of the documents, structure changing, removal of password protection in PDF file, assignment of permission to Excel files, setting print area in MS Excel files, downloading and(or) loading large amount of data from and(or) to data room(s), preparation of reports and(or) statistics on the loaded data from data room(s) and(or) uploaded data to data room(s), etc.
2.4. In connection with the changes in the Services offered, iDeals has the right to change the scope and cost of the Services and/or discontinue the Subscription Plans upon expiration of the Subscription Term. In this case, iDeals will reach out to the Client at least 30 days in advance with a proposal to sign the Amendment Agreement to the Delivery Order to capture new terms and conditions of the Services provision. The Client will have 30 days to accept or refuse new terms and conditions of the Services provision.

3. DATA ROOM SET UP

3.1. The Project Administrator will adapt settings of the Data Room in accordance with its specifications.
3.2. The Client uploads data to the Data Room. The Client has the right to choose the server’s location where the Client’s Data is stored during the Data Room setting-up process.
3.3. Starting from the date decided by the Client or Deal Manager, iDeals shall allow Users access to the Data Room 24 hours a day, 7 days a week, during the term of Services, subject to the subscription plan.
3.4. The Project Administrators from the Data Room shall provide respective access rights to the Data Room for Users. This list of Users may be changed by the Deal Manager at any time (by deleting Users from the list, or adding new Users, or limiting/increasing certain Users’ access rights) directly from the Data Room.

4. PROJECT MANAGEMENT

4.1. The Full Account Administrator or Account Administrator will appoint Deal Managers (Project Administrator(s)) who will be provided with User credentials to access the Data Room, manage Client Data and to permit other Users to access and use the Client Data the way they were authorized by a Deal Manager. Client authorizes iDeals to act on instructions provided by its Full Account Administrator with respect to provision of Services, the management of Data Room and Client Data. After the Data Room is opened to Users, which implies the Project Administrator will, among other things, be entitled to permit other Users to access to the Data Room, manage Users’ access rights to Client Data, upload and manage Client Data, identify, coordinate and organise Users taking part in the “Questions & Answers” exchanges”, choose optional services to be provided. Full Account Administrator(s) and/or Deal Manager(s) (Project administrator(s)) will ensure that iDeals will receive the documents and information that are essential to the Project and the provision of the Services.
4.2. The Corporate Account may be frozen by the Client for a period of 6 months at most. During this period the Client cannot access the Data Rooms in his frozen Corporate Account and has the right not to pay for the Services. This option is available to the Client one-time as of the Subscription Term start date indicated in the specific Delivery Order. If the Corporate Account is frozen during the Subscription Term, then the Subscription Term is extended accordingly.
The Corporate Account can be frozen and then re-activated a) by Full Account Administrator in the applicable settings of the Corporate Account; b) by iDeals’ customer support service or iDeals’ customer success managers under the Client’s request provided via email.
If the Client doesn’t re-activate the Corporate Account until the end of the 6-month period, the iDeals shall close the Corporate Account, disconnect the Services, and may terminate the Agreement with its sole discretion subject to the notice sent to the Client.
4.3. The Client Data will be stored until the Agreement is expired or terminated.
4.4. Unless the Client or Deal Manager requested to delete all the Client Data in accordance with subclause “c” of clause 14.4, iDeals will store the Client Data within 3 years after the Agreement expires or terminated at either iDeals Virtual Data Rooms or Amazon Glacier. Within this period the Client may request iDeals to restore its Data Room. Such renewal shall be initiated by the Client with written request to iDeals and shall be effected by means of execution of an addendum hereto.  In case of the Data Room restoration the Client will be charged a fee in accordance with the new Delivery Order signed between the Client and iDeals. The remaining terms and conditions of the Agreement will remain the same unless otherwise agreed between the Parties hereto.

5. SECURITY OF CLIENT DATA

5.1. iDeals undertakes to maintain security and confidentiality of the Client Data entrusted to it for the purposes of the Services.
5.2. All access permissions and security options are managed by the Client or Deal Manager by means of tools provided in the Data Room. iDeals can change the access permissions and customize security options only on Client or Deal Manager’s written request.
5.3 By default, neither of iDeals personnel have access to the Data Room and any other related data. The Client has the right to grant access to the Data Room to iDeals’ managers to perform actions/tasks on behalf of Client and revoke it at any time. In order to realize this right the verified Full Account Administrator could choose one of the following channels:
a) in-app chat in the Data Room;
b) respective setting option in the Data Room;
c) e-mail to support@idealsvdr.com.
5.4. Upon request, iDeals shall provide the Client with the relevant documents of the main publishers.
5.5. The Client and Users shall be responsible for ensuring confidentiality of their respective User credentials. In no event, besides willfulness, iDeals shall be liable for a breach of confidentiality provisions to the extent such breach is a result of the Client or a User failing to maintain the confidentiality of its User credentials or other failing to fulfill its security and confidentiality obligations.

6. PAYMENT TERMS AND TAXES

6.1. The payments for the Services can be made by payment card of international card organizations or by wire transfer.
6.2. By choosing payment card as a payment method in the Delivery Order, the Client hereby authorizes iDeals and its Affiliates to charge its account in the amount of Base Fee and fees for Additional services as per invoicing schedule.
The Client may revoke its authorization to iDeals’ auto-charging its account by sending email at: billing@idealscorp.com.
6.3. iDeals will continue to charge the Client for the use of Data Room(s) and the Services provided until and unless termination or expiration of the Agreement in accordance with section 14 (Termination).
6.4. Amounts payable by the Client under the Delivery Order are exclusive of all applicable taxes. The Client shall be responsible for all applicable sales, use, value-added, withholding and similar taxes imposed by any governmental entity based on the Services, except for taxes based on iDeals’ net income. If applicable law requires the Client to withhold amounts on payments owed to iDeals pursuant to the Delivery Order, the Client shall (i) effect such withholding and remit such amounts to the appropriate taxing authorities, and (ii) ensure that, after such deduction or withholding, iDeals receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount iDeals would have received and retained in the absence of such required deduction or withholding.
6.5. iDeals may charge interest on overdue payments (whether before or after any court judgment) in the amount of 0,1% from the overdue amount for each day of delay, starting after 10 days from the moment such delay occurred.
If iDeals Solutions Germany GmbH (company number: HRB266802) is the Party to the Agreement on the iDeals side as indicated in the Delivery Order then the interest charged on overdue payment cannot exceed the default interest of 5 percentage points above basic interest rate per year for consumers, and for entrepreneurs (in the meaning of Section 14 of the German Commercial Code) up to a maximum default interest of 8 percentage points above the basic interest rate. The right to claim higher damages due to overdue payments is hereby reserved.
6.6. If the Client still has overdue payments, iDeals shall have the right to refer Client’s debt to a debt collection agency. This may include the transfer of Client’s representatives’ personal data and other Client’s details as may be requested by a debt collection agency.
6.7. The contact person listed in section 4 of the Delivery Order is authorized to receive all invoices and communication related to invoicing that will be sent by iDeals to the Client. Any invoice, communication or notice sent to the contact person shall be deemed as received by the Client. The Client shall promptly update iDeals on any change of the above details by sending a written notice to billing@idealscorp.com.
6.8. iDeals shall have the right to automatically and unilaterally increase fees for providing Services in the amount of the inflation rate at the end of the Subscription Term or current Follow-on Term, notifying the Customer of such increase in writing.

7. CLIENT’S REPRESENTATIONS

7.1. The Client represents and warrants that:
a) it has all necessary right in and to the Client Data to be provided to iDeals and/or uploaded to the Data Room;
b) it will not upload and distribute by means of the Data Room any files, which content violates the applicable laws and regulation or rights of any third person;
c) neither the Client, nor any of its affiliates (its directors, officers, employees, shareholders and Users), is a person, or is owned or controlled by a person that is (i) the subject of any Sanctions, (ii) engaged in any activities that could trigger a designation under Sanctions or (iii) employs, uses, procures or subcontracts any workers or labour originating from or attributable to countries that are currently under the Sanctions;
d) its execution and performance of the Agreement does not and will not violate any applicable law, regulation, a decision of any governmental and judicial authority or third party rights in any respect.

8. iDEALS’ COMMITMENTS AND REPRESENTATIONS

8.1. iDeals represents and warrants that:
a) during the provision of Services iDeals will use tools and approaches in accordance with the modern industry standards and detected defects will be eliminated in due time;
b) Data Room is reasonably designed for the secure storage and distribution of Client Data;
c) it has obtained any and all valid software licenses for any of the software it uses to perform its Services.
8.2. iDeals will avoid any corruption or other changes of contents of Client Data, if these are not coordinated with the Client, while processing and uploading the documents to the Data Room. In case such corruption or changes are discovered it shall immediately eliminate them.
8.3. iDeals shall not subcontract all or part of the Services, unless prior written agreement is given by the Client, apart from subcontracting data centers hosting facilities and scanning, where appropriate.

9. OWNERSHIP

9.1. Ownership of Client Data. iDeals will generate a large number of electronic documents for distribution in the Data Room. As these documents are generated solely from information provided by the Client, Client acknowledges and agrees that iDeals shall not be responsible for the content of the aforesaid documents, their modification, use or publication by any User or any third party (other than iDeals’ employees and subcontractors). iDeals claims no intellectual property rights in the documents whatsoever and, consequently, will release “free from any right” the digital documents on a physical medium at the termination of the Agreement.
9.2. Ownership of Solution. iDeals owns and shall retain all right, title, and interest in and to the Solution, all technical and operational components thereof, including without limitation all related applications, user interface designs, processes, methods, know-how and other work supports, software and source code, and any and all future enhancements or modifications thereto, and all intellectual property rights therein. iDeals does not grant license or other authorisation of its copyrightable material, trademarks, service marks or other intellectual property to Client or its Users other than as provided in the Agreement. Neither Client nor the Users shall attempt to reverse compile, reverse engineer or disassemble, duplicate, modify, distribute or otherwise commercially exploit any element of the Solution, modify or make derivative works based upon the Solution or use the Solution in any manner incompatible with the terms and conditions of the Agreement.

10. INDEMNIFICATION

10.1. iDeals will indemnify, defend and hold harmless the Client, its directors, officers, employees and shareholders from and against any and all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys’ fees) arising from or relating to any claim that the Solution infringes any intellectual property right of a third party. iDeals shall not be liable in case such claim is based on any modification of the Solution conducted by or on behalf of the Client or any User.
10.2. The Client will indemnify, defend and hold harmless iDeals, its directors, officers, employees and shareholders from and against any and all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys’ fees) arising from or relating to (i) any material breach by the Client of this Agreement, including without limitation any breach of its representations, or (ii) any use of the Client Data by the Client and Users in violation of the intellectual property, privacy or other proprietary rights of any third party or in violation of any applicable laws, rules and/or ordinances.
10.3. The Party seeking indemnification shall notify the other Party promptly, but in any event no later than within 30 days of becoming aware of any such action, claim or proceeding and shall cooperate fully with the indemnifying Party in the defense of any such claim. The indemnifying Party shall have sole control of the defense of any such action and all negotiations for its settlement or compromise, provided that such settlement or compromise shall not interfere with iDeals’ provision of the Services. The indemnified Party shall make no admission of liability or settle any claim without the prior written agreement of the indemnifying Party.

11. CONFIDENTIALITY

11.1. Confidential information shall not include any materials or information which the receiving Party shows:
a) was known to it prior to the information’s disclosure in connection with the provision or use of the Services;
b) is or becomes generally available to the public through no act or default on the part of the receiving Party, its employees and subcontractors;
c) was rightfully received from a third party under no contractual, legal or fiduciary obligation to keep such information confidential;
d) was independently developed by the receiving Party, without the use of any Confidential Information; or
e) is required to be disclosed pursuant to, or by, any applicable laws, rules, regulatory authority, court order or other legal process, provided that the receiving Party shall, promptly upon learning that such disclosure is required, give written notice of such disclosure to the disclosing Party.
11.2. Both Parties undertake to use reasonable measures to safeguard the Confidential Information of the other Party. Neither Party will at any time without the prior written consent of the other Party publish, disseminate, duplicate or use, directly or indirectly, Confidential Information of the other Party for any purposes other than to fulfil its obligations under the Agreement. Neither Party will disclose, in whole or in part, the other Party’s Confidential Information to any person, except to Users, employees or subcontractors in accordance with the Authorised Purpose. Either Party will ensure that its employees and subcontractors are under obligations of confidentiality which are no less onerous than those contained in this Agreement including, but not limited to, the use of the Confidential Information for the Authorised Purpose only.
11.3. The obligations undertaken by the Parties in compliance with this section shall survive any expiration or termination of the Agreement.
11.4. iDeals undertakes to hold all of the Confidential Information of the Client in strict confidence during the term of the Agreement and 3 years after its termination.

12. LIMITATION OF LIABILITY

12.1. iDeals shall not be liable in respect for any damages, losses or expenses where the same are caused by the acts or omissions of the Client or Users, including any failure by the same to observe iDeals’ rules or directions as to the use of the Data Room or any other failure to observe their obligations under this Agreement.
12.2. iDeals shall not be liable for any costs, charges and claims incurred due to the Client’s failure to terminate the Agreement and close a Data Room(s) as indicated in subclauses “a” – “c” of clause 14.3 of this Agreement at the end of its Project and the Services charges as per sections 1 and 2 of Delivery Order (if applicable) will apply as long as the Data Room(s) of the Client remains active (even after termination of the Client’s Project(s)) and the Client shall be liable for such cost and charges.
12.3. The Client will either retain a complete set of documents delivered to iDeals or hold iDeals harmless for any loss or damage incurred to documents during shipment, storage or use, unless such loss or damage occurred as a result of iDeals’ negligence or willful misconduct.
12.4. While iDeals shall use all reasonable endeavours to ensure that the Data Room is open for access by Users at all times, the Parties acknowledge that given the nature of the Internet and the technology involved iDeals is not responsible for any delays, disruptions or other faults in the Services caused by factors beyond its reasonable control, including problems with the public internet or the Client’s computer systems, the acts and omissions of third parties (such as Internet providers, Client’s mail service providers, Internet browser producers etc.).
12.5. iDeals shall not be liable to the Client and/or to any third parties for any loss of profit, loss of revenue, loss of business, loss of data, loss of contract and for any indirect, incidental, consequential, special or exemplary damages arising of the use of the Solution or third party software integrated with the Solution, even if iDeals has been advised of the possibility of such damages and in no event will the entire liability of iDeals under this Agreement exceed, in the aggregate, the total amount of fees paid or becoming due under the Agreement in the 12 month period immediately preceding the event giving rise to such liability.
12.6. These limitations apply regardless of the basis on which iDeals’ liability arises, whether in contract, tort (including negligence), in equity, under statute or on any other basis.
12.7. No action, regardless of form, arising out of or related to the Agreement may be brought by the Client more than 12 months after the cause of action first arose.
12.8. If iDeals Solutions Germany GmbH (company number: HRB266802) is the Party to the Agreement on the iDeals side as indicated in the Delivery Order then the limitation of liability terms below will be applicable:
a) The liability of iDeals to the Client is unlimited in case of intentional and grossly negligent breaches of duty by iDeals, its legal representatives and its agents, in case of fraudulent concealment of defects as well as for injuries to life, body or health, in case of warranty or in case of legally mandatory liability cases.
b) iDeals shall only be liable for slight negligence if an obligation is violated, whose fulfillment is essential to the proper performance of the Agreement as a whole and on whose compliance the Client may regularly rely (cardinal obligation) and limited to the compensation of the foreseeable and typical damage.
c) In addition, the entire liability of iDeals with respect to slight negligence is limited, in the aggregate, to the total amount of EUR 25.000 per Project.
d) iDeals shall not be liable to the Client and/or to any third parties for any indirect/immediate or consequential damages (including loss of profits), even if iDeals has been advised of the possibility of such damages arising from the use of the Solution or third party software integrated with the Solution. This exclusion does not apply in the event of willful misconduct, gross negligence or culpable injury to life, body or health.
e) iDeals shall not be liable in respect for any damages, losses or expenses where the same are caused by the acts or omissions of the Client or Users, including any failure by the same to observe iDeals’ rules or directions as to the use of the Data Room or any other failure to observe their obligations under this Agreement.
f) iDeals shall not be liable for any costs, charges and claims incurred due to the Client’s failure to close a Data Room(s) as indicated in subclauses “a” – “c” of clause 14.3 of this Agreement at the end of its Project and the Services charges as per sections 1 and 2 of Delivery Order (if applicable) will apply as long as the Data Room(s) of the Client remains active (even after termination of the Client’s Project(s)) and the Client shall be liable for such cost and charges.
g) The Client will either retain a complete set of documents delivered to iDeals or hold iDeals harmless for any loss or damage incurred to Client Data during shipment, storage or use, unless such loss or damage occurred as a result of iDeals’ negligence or willful misconduct. iDeals shall not be liable for loss of data to the extent such loss could have been avoided by appropriate data backup procedures by the Client.
h) While iDeals shall use all reasonable endeavours to ensure that the Data Room is open for access by Users at all times, the parties acknowledge that given the nature of the Internet and the technology involved iDeals is not responsible for any delays, disruptions or other faults in the Services caused by factors beyond its reasonable control, including problems with the public internet or the Client’s computer systems, the acts and omissions of third parties (such as Internet providers, Client’s mail service providers, Internet browser producers etc.).
i) The Client’s claims, irrespective of the legal grounds, arising from or in connection with the Agreement may only be asserted within 12 months after the first occurrence of the cause of action and knowledge or dutiful ignorance thereof. This shall not apply to claims based on willfulness or intentional injury to life, limb and health.

13. PROVISIONS APPLICABLE TO CLIENTS WHO ARE CONSUMERS

13.1. If Consumer’s registered address is in the Europe Union or in the United Kingdom, the terms and conditions of this section should be applicable to the provision of the Services.
13.2. The Client, being a Consumer, at the latest at the beginning of placing an order for Services will receive a clear and legible information about the main characteristics of the Services (e.g. the description, quantity and quality, and possess the functionality, compatibility, information on interoperability). After placing an order, iDeals will provide the Consumer with a confirmation of the conclusion of the agreement on performance of Services on a durable carrier (including in the form of an e-mail message), to which the Consumer agrees.
13.3. iDeals hereby declares that the Services are fit for the purpose for which the Consumer required it and possess functionality, compatibility, accessibility, continuity and security normal for the services of this type available on the market, of which the Consumer was made aware of. The Consumer, upon the conclusion of the Agreement shall be supplied with all accessories, instructions, including on installation, by iDeals and customer assistance as described in clause 13.2 of this Agreement. Moreover, iDeals declares to provide the Consumer with all the necessary updates to the Services necessary to keep the Services in conformity throughout the term of the Agreement.
13.4. Services shall be supplied in the most recent version available at the time of the conclusion of the Agreement.
13.5. iDeals hereby declares that the Services comply with any trial version of the Services provided to the Consumer prior to the conclusion of the Agreement, provided that the Consumer opted for the Trial period.
13.6. The Consumer may contact iDeals (whose identity details are provided in the body of this Agreement), regarding the provision of Services via e-mail, at the address: support@idealsvdr.com, through contact form or phones available at https://www.idealsvdr.com/contacts/.
13.7. The Consumer bears ordinary costs for providing telecommunication services necessary for the provision of Services to the Consumer.
13.8. The Consumer will be provided the amount of a total fee for the Services selected by the Consumer exclusive of taxes, upon selection of a plan chosen by the Consumer, at the beginning of placing an order for Services. The Consumer shall be responsible for all applicable taxes in accordance with the terms stated in clause 6.4. of this Agreement.
13.9. Payment for the Services is made as described in section 6 (Payment terms and taxes) of this Agreement, on the basis of an invoice generated and provided to the Consumer by iDeals. The detailed mechanism for making payments and how to make a complaint one are specified in section 6 (Payment terms and taxes) of this Agreement and according to the payment terms stated in the respective Delivery Order which is signed by the Consumer.
13.10. iDeals will begin providing the Services at distance, when the first Data Room is opened for the Client, or at the date indicated in the respective Delivery Order.
13.11. The Consumer’s right to withdraw from the Agreement shall expire upon commencement of the provision of Services on the basis of article 16 of the Directive 2011/83/EU of 25 October 2011. By accepting this Agreement, the Consumer declares that he is aware and unambiguously accepts that the Consumer does not have the right to withdraw from the contract for the provision of Services due to their nature, in particular due to the fact, that gaining access to the Services, means the full performance of the Services by iDeals.
13.12. Consumers’ complaints
a) The Consumer may lodge the complaint regarding the provision of Services, with iDeals, via contact details as indicated in clause 13.6 of this Agreement.
b) It is recommended that the Consumer provide in the description of the complaint: i) information and circumstances concerning the subject of the complaint, in particular the type and date of occurrence of the irregularity; ii) the demand of the Consumer; and iii) contact details of the Consumer – this will facilitate and accelerate the processing of the complaint by iDeals. The requirements specified in the preceding sentence have the form of recommendation only and do not influence the effectiveness of complaints lodged with the omission of the recommended description of the complaint by the Consumer.
c) Complaints that do not require additional information shall be considered within 14 business days of their receipt. iDeals shall inform the Consumer of the manner of their consideration through the means of communication used to initiate the use of the Services.
d) In the event of the necessity to supplement the complaint, iDeals shall immediately, in any case not later than within 14 business days from the date of its lodging, notify the Consumer. In such a case the time limit referred to in subclause “c” above, shall be counted from the date of submitting the supplemented complaint.
e) Detailed information about the possibility for the Consumer to use out-of-court complaint and redress procedures and the rules of access to these procedures are available at the offices and websites of consumer ombudsmen, consumer rights protection organizations and consumer protection offices competent for the seat of the Consumer.
13.13. The technical requirements necessary to use the Services and its interoperability are available at https://help.idealsvdr.com/en/articles/3521008-system-requirements.
13.14. Failure to meet the requirements indicated in clause 13.13 above does not prevent the use of the Services, however, it may be the cause of their malfunction.
13.15. The provision of the Services may involve risks inherent in the activity on the Internet. The Consumer is aware of the risks of the Internet, in particular the possibility that passwords may be intercepted by third parties or that the Consumer’s devices may be infected with viruses, as well as the losses that may arise from such events. The Consumer is obliged to keep passwords and login data to the account secret. Upon request of the Consumer, iDeals shall send the Consumer current information about particular risks connected with using services provided electronically via e-mail.
13.16. The Consumer is obligated to use the Services in accordance with the law and good practice, to respect personal rights, copyrights and intellectual property rights of iDeals and third parties.
13.17. Disabling or interfering with JavaScript and cookies (e. g. by using add-ons, overlays, custom settings and similar solutions) does not block the use of the Services but may cause difficulties in connection and use of the Services. Detailed information about cookies can be found in iDeals Cookie Policy, available at https://www.idealsvdr.com/cookie.
13.18. The Consumer may terminate the Agreement at any time, as provided in section 14 of this Agreement.
13.19. iDeals does not provide after-sales services or warranties, except as it is legally required by applicable law.
13.20. Provisions specified in sections 10 (Indemnification), 12 (Limitation of Liability) and clauses 15.4-15.5 do not apply to Clients who are Consumers.
13.21. The Agreement with Consumer and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with the laws indicated in clause 15.2 of the Agreement.

14. TERMINATION

14.1. The Agreement shall come into effect on the Effective Date as mentioned in the Delivery Order and continue in effect until terminated or expired in accordance with subsections 14.2 and 14.3 of this Agreement.
14.2. This Agreement will expire at the end of the Subscription Term or current Follow-on Term if the Client notifies iDeals in writing of its intent not to extend the Agreement at least 5 business days prior to the last day of the Subscription Term or the current Follow-on Term.
14.3. This Agreement may be terminated:
a) by the Client, upon written notice with immediate effect for any or no reason. In this case the Base Fee or the extension fee for the current Follow-on Term is not refundable to the Client. If the Client terminates the Agreement within the Free Trial period, there is no obligation to pay the Base fee;
b) by the Client, once the last Project (Data Room) is closed;
c) by iDeals, upon written notice with immediate effect if the Client breaches any material obligation under the Agreement and fails to remedy such breach within 15 days;
d) by iDeals upon 5-days written notice with immediate effect in case of iDeals reasonably believes that the Services are being used by the Client in violation of applicable laws or existing business practices, or the Client breaches its warranties or representations under this Agreement; in this case the pro-rated Base Fee or the extension fee for the current Follow-on Term will be refunded to the Client;
e) by iDeals in case the Client refuses to sign the Amendment Agreement in accordance with section 2.4. of the Agreement;
f) in compliance with a court decision – on the day the decision will become final, unless otherwise is provided for by such decision; or
g) by either Party, upon 3 business days’ written notice if the other Party becomes insolvent or the subject of a petition in bankruptcy which is not withdrawn or dismissed within 60 days thereafter.
14.4. Upon termination or expiration of this Agreement:
a) iDeals terminates access of the Client and its End Users to the Data Room;
b) after payment in full for the Services performed up to and including the date of termination, iDeals upon the Client’s order will return all materials contained in the Data Room to the Client on a USB flash drive (extra charge may apply);
c) iDeals will delete all the Client Data from its hosting system on the written request made by the Client or Deal Manager;
d) all remaining copies of any Confidential information of one party then in the possession of the other Party shall, at the direction of such Party, be destroyed or returned to the disclosing Party; and
e) all rights and obligations under clause 13.2 and pursuant to Sections 9 (Ownership), 10 (Indemnification), 11 (Confidentiality), 12 (Limitation of Liability), 15 (Miscellaneous) of this Agreement will survive expiration or termination of the Agreement.
14.5. iDeals has the right to suspend the Client’s use of Data Room and Services:
a) if there are overdue payments outstanding for more than 60 days;
b) in case iDeals believes the Client violates this Agreement;
c) in case iDeals believes the Client’s usage of Data Room or Services is unauthorized, fraudulent, or illegal;
d) in case iDeals believes the Client exposes other clients, iDeals, or others to risks unacceptable to iDeals; or 
e) in case iDeals believes the Client was detected to have an unusual usage of Data Room or Services or unusual account activity.
iDeals will use reasonable endeavors to give the Client reasonable advance notice of the activity that may lead to account suspension so that the Client can plan around it, or address the issue that has prompted iDeals to take such action. However, there may be some situations, such as security emergencies, where it is not practicable for iDeals to give such advance notice.
If the Client does not take any actions to resolve the issue or does not reply to the iDeals notice within 7 days, iDeals reserves the right to suspend the Client usage of Data Room or Services.
If the Client fails to resolve the issues within 6 months after the start of the project suspension, iDeals shall have the right to close the Corporate Account, disconnect the Services and terminate the Agreement.
If iDeals reasonably suspects that the Client has used Data Room or Services for an unauthorized, fraudulent, or illegal purpose, the Client gives iDeals express authorization to share information about it, its Data Room, and any of its actions with law enforcement.

15. MISCELLANEOUS

15.1. Negotiations. Before taking any court action, either Party shall use the best efforts to resolve any dispute under, or in connection with the Agreement through good faith negotiations.
15.2. Applicable law and disputes. The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with the laws and court indicated below:
a) If iDeals Solutions Operations Limited (company number: C 87600) is the Party to the Agreement on the iDeals side as indicated in the Delivery Order then the laws of England and Wales will be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the London Court of International Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
b) If iDeals Solutions Group Limited (company number: 8910705) is the Party to the Agreement on the iDeals side as indicated in the Delivery Order then the laws of England and Wales will be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the London Court of International Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
c) If Dealigence Inc. dba iDeals Solutions Group (company number: 07472871) is the Party to the Agreement on the iDeals side as indicated in the Delivery Order then the laws of the Commonwealth of Virginia should be applied even if one of the Parties is of foreign registration or nationality and/or the Agreement is performed abroad in full or in part. Any disputes arising out of or in relation to the performance of the Agreement which cannot be resolved amicably will be settled exclusively by arbitration in Virginia courts.
d) If iDeals Do Brasil Servicos De Informacao LTDA. (company number: 27.382.809/0001-81) is the Party to the Agreement on the iDeals side as indicated in the Delivery Order then the laws of Brazil will be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by a competent court of Brazil in compliance with laws of Brazil under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
e) If iDeals Solutions Group Limited (company number: 1597818) is the Party to the Agreement on the iDeals side as indicated in the Delivery Order then the laws of Hong Kong will be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Hong Kong International Arbitration.
f) If iDeals Solutions Limited (company number: 2296064) is the Party to the Agreement on the iDeals side as indicated in the Delivery Order then the laws of Hong Kong will be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Hong Kong International Arbitration.
g) If iDeals Business Technology Solutions (Shanghai) Co., Ltd. (company number: LJZ201801417) is the Party to the Agreement on the iDeals side as indicated in the Delivery Order then the laws of People’s Republic of China will be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Shanghai International Arbitration Centre under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
h) If iDeals Solutions Germany GmbH (company number: HRB266802) is the Party to the Agreement on the iDeals side as indicated in the Delivery Order then the laws of Germany will be applied. All disputes arising out or in connection with this Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The arbitral tribunal shall be comprised of a sole arbitrator. The seat of the arbitration is Munich.
i) If iDeals Solutions APAC PTY LTD (company number: 622526827) is the Party to the Agreement on the iDeals side as indicated in the Delivery Order then the laws of Australia will be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the Australian Center for International Commercial Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
j) If iDeals Solutions Spain, SL (company number: B10757029) is the Party to the Agreement on the iDeals side as indicated in the Delivery Order then the laws of Spain will be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the Barcelona Arbitration Court under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
k) If iDeals Group GmbH (company number: CHE-207.437.296) is the Party to the Agreement on the iDeals side as indicated in the Delivery Order then the laws of Switzerland will be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be submitted to the jurisdiction of the competent courts and tribunals in Switzerland.
15.3. In the event a dispute arises under this Agreement, the prevailing Party will be entitled to all reasonable costs and expenses incurred by it in connection with such dispute (including, without limitation, all reasonable attorney’s fees and costs incurred before and at any trial, arbitration or other proceeding), as well as all other relief granted in any suit or other proceeding.
15.4. Force majeure. Neither Party shall be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of its respective obligations in relation to this Agreement, if the delay or failure was due to any cause beyond its reasonable control, including but not limited to acts of God, explosions, floods, fire or accident, war or threat of war, terrorism or threat of terrorism, sabotage, civil disturbance, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes or industrial actions or trade disputes (whether involving employees of either Party).
15.5. Assignment. Neither Party to this Agreement may assign or delegate any part of this Agreement without prior notice to and the express written consent of the other Party provided, however, that iDeals shall have the right to assign any part of this Agreement to either of its affiliated companies without prior notice or consent of the Client.
15.6.Modification of Agreement.  Subject to the limitations of applicable law, iDeals may at any time change or remove any of the terms and conditions of, or add new terms or conditions to these Terms and Conditions of Services. iDeals may do this in response to legal, business, competitive environment, changing the functionality of Services or other reasons not listed here. For the avoidance of doubt, iDelas must not change the terms and conditions specified in the Delivery Order. iDeals will post the most recent version of this Agreement on iDeals’ website and make them available via the link: https://www.idealsvdr.com/tc-delivery-orders-ca-22/. The Client is responsible for checking these Terms and Conditions of Services from time to time to take notice of any changes iDeals makes, as they are binding on the Client. Some of the provisions contained in these Terms and Conditions of Services may also be superseded by provisions or notices published elsewhere on iDeals’ website.
15.7. Severability. If any one of the stipulations of this Agreement were proven null and void in the eyes of a current rule of law or a legal decision that has become final, such stipulation shall be severed from this Agreement, without however leading to the nullity of the Agreement or altering the validity of its other provisions.
15.8. Listing and communication. The Client authorises iDeals to mention the Client as a client; to use its trade name, trademarks, service marks or images (graphic symbol/logo); to publish customer feedback of its representatives on iDeals’ products and services in iDeals’ marketing, promotional or advertising materials and on iDeals’ website.
15.9. Communication. iDeals may communicate about the Project once it has been made public, with any statement made being subject to the prior approval of the Client.
15.10. Prevailing language. Should these Terms and Conditions of Services, Delivery Order or any other related document be executed in two languages, the English version shall prevail. Any other version is provided for convenience only.
15.11. Data protection. The Parties agree to comply with the applicable data protection laws and to enter into the necessary data processing agreements. The Client must ensure the lawful processing of any data made available in the Data Room. In this context, the Client acknowledges that it is the sole responsible party for the lawful processing of any data processed in the Data Room.
15.12 Data processing. The controller of personal data processed for the purpose of the Agreement execution is iDeals as specified herein. iDeals processes the Client’s representatives personal data or Clients personal data if the Client is a Consumer in order to conclude and proceed with the agreement between the Client and iDeals. The Client’s representatives have the right to: access to data, rectification of data, erasure of data, restriction of data processing, data portability and the right to object to data processing. Detailed information on the processing of the Client’s representatives personal data can be found in iDeals Privacy Policy: https://www.idealsvdr.com/privacy/.
15.13 Access. If either iDeals Solutions Operations Limited (company number: C 87600), Dealigence Inc. dba iDeals Solutions Group (company number: 07472871), iDeals Solutions Group Limited (company number: 8910705), iDeals Do Brasil Servicos De Informacao LTDA. (company number: 27.382.809/0001-81) or iDeals Solutions Germany GmbH (company number: HRB266802) is the Party to the Agreement on the iDeals’ side as indicated in the Delivery Order then hereby the Client authorizes iDeals to access Client’s Data from iDeals’ flash-drive recording centers located in the United Kingdom and European Union for the purpose of flash drives recording by iDeals if flash-drive recording is ordered by the Client.