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Terms and Conditions

02 March 2021

GIDEON Advisory Services N.V. (hereinafter: "Gideon") offers this website [www.gideonnv.com] and the Platform associated with this website to you without prejudice these terms and conditions. These Terms of Use (“the Terms”) and Gideon's Privacy Policy arrange your use of this website and the Platform.

In these terms and conditions, we collectively refer this website and the Platform as “the site” and the software we provide “the application”. The application includes your use of the Platform which is authorized through your account to apply your user content through the Platform (as defined below).

We refer to the services provided by or through the site of Gideon as “the services”. Users of the site and the Platform agree to and are bound by the Gideon terms of service. These terms are applicable to your use of the site, software and services, which are included for the purposes of these Terms and our Privacy Policy - referenced in Section 1 – here below.

Please read these terms carefully before using the services. By accessing or using the services, you acknowledge that you have read and understood these terms and conditions and that you agree to be legally bound by these terms and any policies and guidelines contained in these terms by reference included. If you do not agree to these terms in their entirety, you may not use the services.

Gideon reserves the right, in its sole discretion, to change, modify, or otherwise change these terms, or any policies or guidelines applicable to the Services. In case of change (s) we will notify you in a timely manner by e-mail at the e-mail address you provide in your registration form and Gideon will also publish this on the site.

Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revised terms on the site. Your continued use of the services beyond that time means that you’re agree to be bound by the amended terms. You should review the terms and conditions and all policies and documents contained therein from time to time to understand the terms and conditions that apply to your use of the services. The conditions always show the "last updated" at the top.

If you do not agree to the modified terms, you must stop using the services. You may cancel your account with us without further obligation, except for the amount due for the balance of the billing period in which you cancel your account (if your billing period is monthly, we will prorate your account to the nearest month after cancellation). If you have any questions about the terms and conditions, please send an email to info@gideonnv.com.

In these terms, our customers and the persons to whom they give access to their Account are referred to as “users”. The services are for your own use only. You may not resell, lease, or otherwise provide them to anyone else, except as expressly permitted through the site.

The services are not intended for use by children. You must be at least eighteen (18) years of age to use the services on the site. If we determine that a user is under the age of eighteen (18), we will discontinue the services of that user.

1. Privacy policy

For information on how Gideon collects, uses and discloses personally identifiable information from its users, please see Gideon's Privacy Policy available on the site. By using the services, you agree to our use, collection and disclosure of personally identifiable information in accordance with the privacy policy.

The Site as well as the Gideon Application may contain technologies that monitor, record and report their use to Gideon, including but not limited to information about the devices used to access the Application; and the frequency, type and manner of use of the Services (collectively, "Usage Data"). You agree that, upon approval, Gideon may collect and use usage data to support, maintain, and improve the site, and to enforce Gideon's rights under the Terms. To the extent usage data are personal information for the purposes of applicable law, you hereby agree to: (1) consent to Gideon's collection, use and disclosure of such usage data for these purposes; and (2) represent and warrant that you have obtained the consent of any person to whom such usage data relates to the collection, use and disclosure of such usage data by Gideon for these purposes, or that the consent of such persons is not required to obtained under applicable law.

2. Registration data; account security

By registering for an account on the site, you agree to provide the requested information truthfully, accurately, current and complete, as may be requested on the registration form; and promptly update the registration details and any other information you provide to Gideon upon change (s) to ensure it remains accurate and complete.

You agree to keep your access credentials (such as passwords or other information necessary to access the site secure and confidential. You must immediately notify Gideon of any unauthorized use (or suspected unauthorized use) of your access information. You are responsible for all activities on your Gideon account and for all charges incurred by your Gideon account. The access data is owned by Gideon and may be revoked if you share it with a third party (other than as permitted in the terms), if they are at risk, if you violate these terms or if Gideon terminates the terms.

As a condition of using the services, please proceed

  • not attempt to undermine the security or integrity of Gideon's computer systems or networks;
  • not use or misuse the application or services in a way that may affect the functionality of the application or other systems used to provide the services;
  • not attempt to gain unauthorized access to materials other than those for which you have been expressly authorized to access the computer system hosting the application or services;
  • not use the services or applications to transmit: files that could damage another person's computer equipment or software, content that could be offensive, or material or data that violates any law (including data or other material protected by copyrights or trade secrets); and
  • not attempt to modify, copy, adjust, reproduce, disassemble, decompile, or reverse engineer any computer programs used to provide the services, except when strictly necessary to use either of them for normal use.

3. Fees (costs; taxes)

Costs and possibly other costs for using the application are described on the site. They can change from time to time. If the charges change, we will notify you at least 30 days in advance. If they change, your continued use of the application after the change indicates that you agree to the new fees and charges after the effective date of the change. Any change in fees and other charges will not apply to the billing period in which the change occurs. While great care is taken in the production of the site and the description of the services, typographical, illustrative, or pricing errors may occur. Gideon reserves the right to correct errors at any time. All prices are listed and payable in US dollars.

4. Ownership, Copyright and Trademarks

In these terms, the content available through the Services, including all information, data, logos, brands, designs, graphics, images, sound files, other files and their selection and arrangement, is referred to as "Content". Content provided by users is referred to as "user content". For example, data about its personnel and its wages that a user provides to the Services includes user content from that user.

User content is owned by the user. Gideon's only right in that User Content is the limited licenses granted for it in these Terms. These licenses are described in Sections 5 and 7 of these Terms.

Other than the user content, the services, all content and any software available on or related to the services or used to create and operate the services (including, but not limited to, the Platform) is owned by Gideon and all rights in the services, such content and such software are explicitly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the services are the property of their respective owners. Reference to products, services, processes or other information, whether by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply an endorsement, sponsorship or recommendation thereof by Gideon.

Your user content is your responsibility. We are not responsible or liable for any loss or damage that your User Content may cause to you or other people. While we are under no obligation to do so, we have the solely discretion to delete, screen or edit any User Content posted or stored on the Services without notice, and we may do so at any time for any reason. You are solely responsible for maintaining copies of and replacing any User Content that you post or store on the Services. If you allow third parties to access your User Content through the Services, you agree that we are permitted to provide them with the User Content, and you agree that we are not responsible or liable for their use of such user.

5. Your limited license to your user content for the site

We do not claim ownership interest in your User Content, but we require the right to use your User Content to the extent necessary to operate the Site and provide the Services, now and in the future. Therefore, by posting or distributing User Content on or through the Services; (a) you grant Gideon a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative works from such User Content, in the manner and for the purposes for which the services use such User Content from time to time; (b) represent and warrant that (i) you own and control all rights in the User Content you post or otherwise distribute, or that you otherwise have the lawful right to post and access that User Content on or through the Services to spread; and (ii) the use, posting or other transmission of such User Content is not contrary to these Terms and will not violate any rights or cause harm to any person or entity.

If your User Content is for the use of other users (for example, if you authorize third parties to access your User Content through the Site), you also grant us a non-exclusive, royalty-free, transferable right to sublicense such User Content to such users for their use of the services as described in these terms.

These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free as we do not have to pay you to use your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor to the Services. Our rights to "modify, adapt, translate, and create derivative works" are necessary because the normal operation of the Services does this to your User Content when processed for use in the Services.

6. Our limited license of the Content to You

Gideon grants you a limited, revocable, nonexclusive, non-sub licensable license to access the services and to view, copy and print the portions of the Content available to you through the services. Such license is subject to these terms, and specifically to the following: (a) you may view, copy and print such portions of the content for your own use only; (b) you may not modify the Content or otherwise create derivative works, or reproduce, distribute or display the Content except as expressly permitted in these terms; (c) you may not remove or alter any copyright, trademark or other proprietary notices posted in the Content; (d) you must not use data mining, robots, or similar methods of collecting or extracting data; and (e) you may use the services or the Content only for its intended purpose.

Except as explicitly permitted above, any use of any part of the Content without the prior written consent of the owner is strictly prohibited and the license granted in this section, agreement and your account with us will be terminated. Any such unauthorized use may also violate applicable law, including but not limited to copyright and trademark laws. Except as explicitly stated herein, nothing in these terms shall be construed as granting any license to intellectual property rights, whether by exclusion, implication or otherwise. The license in this section may be revoked by Gideon at any time.

You declare and guarantee that your use of the Services and Content will be in accordance with this license and will not infringe or violate the rights of any other party, violate any contract or legal obligation to any other party, or violate any applicable law in Suriname and in any country in which you use the services. To request permission to use content not covered by this license, please contact Gideon at the address provided at the bottom of these terms.

7. Your use of the Platform is also subject to the following restrictions. You may not:

  • interfere, attempt to disrupt, or distribute the proper functioning of the Platform in any way that adversely affects the functionality or performance of the services, or adversely affects the behavior of other applications using the Platform;
  • misrepresent your identity when you interact with us in relation to the Platform, use developer credentials licensed to another person or entity, allow your login credentials to be used by others;
  • use the Platform in conjunction with, or as part of, any website that is considered obscene or otherwise inappropriate in Gideon's sole discretion;
  • use the Platform in connection with spyware, for any application that creates, promotes or uses spyware, adware, other malicious programs or code;
  • use the Platform in any way or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, privacy rights or personality rights;
  • Discredit or otherwise represent Gideon negatively in the Platform;
  • use the Platform for any application that attempts to replace or replicate the essential user experience or functionality of the services;
  • reverse engineer, decompile, or otherwise attempt to extract the source code of the Services or any portion thereof;
  • Bypass or disable functionality based on IP addresses or restrictions imposed by the services;
  • circumvent technological measures to prevent direct access to databases, nor manufacture tools or products for them;
  • build conversion functionality that converts content from the service into a competing product or service.

You agree to carefully monitor your use of the Platform and ensure that it remains within reasonable operational limits for both your own server capacity and ours. You acknowledge and agree that we may impose or adjust the limit on the number of transactions you can send or receive through the services; such fixed upper limits may be set by us at any time in our sole discretion. If we impose such limits, we can describe them on our site. Gideon may charge additional costs for the deductible. You will not attempt to exceed or circumvent restrictions on access, calling and use of the Platform, or otherwise use the Platform in a manner that exceeds a reasonable request volume, involves excessive or abusive use, or is otherwise inconsistent or inconsistent with any part of these terms. Gideon may monitor your use of the Platform and Gideon reserves the right to limit or suspend access to the Platform for you, and to contact you to discuss the volume and terms of your requests.

Gideon reserves the right to classify other functionality to prevent abuse, spam, denial of service attacks or other security vulnerabilities.

Gideon has no responsibility for any use or misuse of any content obtained through the Platform. If you are a user, you should carefully consider who you wish to give access to (co-user) to your content through the Platform. If you wish to revoke access to your content through the Platform, you must change your Platform access credentials. Please contact us at info@gideonnv.com if you need help with this.

Gideon may monitor your use of the Platform for any reason, including but not limited to: quality assurance, the improvement of Gideon services, and for verification of your compliance with these terms. You must not disrupt such monitoring or otherwise hide any aspect of your use of the Platform from Gideon. Gideon may use any technical means to correct such interference. Gideon may suspend access to the Platform by you without notice if Gideon reasonably believes that you are in breach of its terms. You acknowledge that any use by us of your Platform for such purpose does not constitute our agreement to any terms of use.

8. Provide a reliable and safe service

We take reliability and security seriously and are committed to ensuring that our service always works and that it is a safe environment for your data.

However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet Service Provider and other service providers cannot be guaranteed. When using the Platform, you accept these risks and the responsibility to choose to use a technology that does not provide perfect security or reliability. Finally, Gideon offers the Platform to facilitate the use of the services with other services on the Internet. If a third party is authorized through your Gideon account to access your user content through the Platform, we have no control over it and are not responsible or liable for the third party's use of your user content.

9. No responsibility for services, sites or content provided by third parties

As a service to our users, the site may link to third party websites or content and may provide third party services, including payment processors and other payment intermediaries that you may use in connection with your use of the services. You use third party sites, third party content, or third party services at your own risk.

Gideon makes no representations about third-party materials and services, and provides these or links for convenience only. Inclusion in the Services of Third Party Materials does not imply that Gideon endorses, adopts, or sponsors, or is affiliated with, such Third Party Materials. Gideon assumes no responsibility for evaluating changes or updates to, or the quality, content, policies, nature, or reliability of any third-party materials, or websites linking to the Services. When you leave the services, our terms and policies no longer apply, and when you use third-party services, their terms and policies apply. You should read the applicable terms and policies, including privacy and data collection practices, of third-party materials and services, and conduct any research you consider necessary or appropriate before proceeding with any transaction from a third party.

Provider of Third Party Materials and Services is solely responsible for such Third Party Materials and Services, their content, any warranties to the extent such warranties are not disclaimed, any training, support or maintenance for the Third Party Materials and Services. From third parties and any claims you or any other party may have regarding that third party material and third party services or your use thereof. You acknowledge that you are purchasing the license for Third Party Materials and Services from the provider of those Third Party Materials and Third Party Services; Gideon acts as an agent for the Provider in providing such third party material and third party services to you; Gideon is not a party to the license between you and the provider with respect to such third party material and third party services; and Gideon is not responsible for such Third Party Material and Third Party Services, the content therein, or any warranties or claims that you or any other party may have regarding such Third Party Material and Third Party Services or your use of them.

You acknowledge and agree that Gideon and its affiliates are third party beneficiaries of the end user license agreement for such Third Party Material and Third Party Services, and that, upon your acceptance of the terms and conditions of the license on such third party, Party Material and Third Party Services. Gideon has the right (and is deemed to have accepted the right) to enforce any such license against you as a third party beneficiary thereof.

10. Ads and Promotions

Gideon may post advertisements and promotions from third parties on the Services. Your business dealings or correspondence with or participation in promotions of advertisers other than Gideon and any terms, conditions, warranties or representations associated with such dealings are solely between you and such third party. Gideon is not responsible or liable for any loss or damage incurred as a result of such transactions or as a result of the presence of third party advertisers on the services.

11. Warranty

YOUR USE OF THE SITE, SERVICES, SOFTWARE INCLUDING, WITHOUT LIMITATION, THE APPLICATION AND PLATFORM AND CONTENT AND ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES IS AT YOUR SOLE RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THEY ARE PROVIDED "IN ITS CURRENT STATE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GIDEON DISCLAIMS THE WARRANTIES AND ANY CONDITIONS. THE SOLUTION OF GIDEON OR THIRD PARTY MATERIALS OR THIRD PARTY SERVICES ARE OR WILL (A) BE SUITABLE FOR A PARTICULAR PURPOSE, (B) BE OF GOOD TITLE, (C) BE OF MERCHANTABLE QUALITY; OR THEY WILL NOT OR WILL INFRINGE OR INFRINGE OR BE UNSUITABLE THE INTELLECTUAL PROPERTY RIGHTS. IN ADDITION, SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED WITH REGARD TO THE ACCURACY, RELIABILITY, QUALITY OF THE CONTENT IN OR LINKED WITH THE GIDEON SOLUTION. GIDEON DOES NOT WARRANT THAT THE GIDEON SOLUTION IS, OR WILL BE, FREE OF BUGS, VIRUSES, INTERRUPTION, DATA LOSS, ERRORS, THEFT OR DESTRUCTION.

SOME TERMS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS.

GIDEON DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT YOUR USE OF THE SERVICES WILL COMPLY WITH OR ENSURE COMPLIANCE WITH ANY STATUTORY OBLIGATIONS OR LAWS OR REGULATIONS.

12. Limitation of Liability; compensation

You waive and will not make any claims or allegations of any kind against Gideon, advertisers or other affiliates, or any of its respective officers, directors or employees (collectively, the "Released Parties") arising out of or in any way in connection with your use of the Platform or any third party material or third party services, including, but not limited to, claims or allegations of proprietary rights infringement or allegations that a released party has or should hold harmless, defend or indemnify against you or any third party against any claim or allegation arising out of your use or other exploitation of the Platform or any third party material or third party services. You use the Platform material from third parties or services from third parties at your own risk.

Without limiting the foregoing, neither Gideon nor any other released party will be liable for any direct, special, indirect, incidental, exemplary, punitive, or consequential, or any other damages of any kind, including but not limited to loss of use, loss of profit or data, whether in a contractual act, tort (including but not limited to negligence) or otherwise, arising out of or in any way related to the use of or inability to use the Platform or any third party material or Third Party Services, including without limitation damage caused by or arising from your reliance on the Platform or any Third Party Material or Third Party Services or other information obtained from Gideon or any other Released Party or accessible through the Platform or any third party material or services of third parties, or that are the result of errors, omissions, parts interruptions, deletion of files or e-mail, defects, viruses, delay in operation or transmission or any failure in performance, whether or not as a result of force majeure, communication errors, theft, destruction or unauthorized access to the Platform or the records, programs or services of another Released Party.

In no event will Gideon's aggregate liability, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability, or other theory, arising out of or in connection with the use of the Platform, you paid any fee for access to or use of the Platform during the three months prior to the date of any claim. In no event will Gideon have or incur any liability, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or in connection with the use of a third party, materials or services of third parties.

You will defend, indemnify and hold Gideon and the other Released Parties harmless from any loss, damage, liabilities, costs, expenses, claims and proceedings arising out of your use of the Platform or any third party material or third party services, and if you are a user any third party material or third party services by any person to whom you provide access to your account (including personnel or advisers), including any claims by any person that one of your, and if you are a subscriber, your customers' User Content , infringes the rights, including the intellectual property rights, of a third party (collectively, "Indemnified Claims"). Gideon reserves the right, in its sole discretion and expense, to assume the exclusive defense and control of any Indemnified Claims. You agree to cooperate reasonably as requested by Gideon in the defense of any Indemnified Claims.

13. Communication

Notices we give to you (other than notice of changes to these terms, which are discussed in the introduction to these terms) may be provided in a number of ways, depending on the circumstances. For example, we may send you an email or call you using the contact details you provide in your registration form, or we may post a notice in the dashboard section of your account on the Platform, or post the notice elsewhere on the site. When we post notices on the site, we will post them in the portion of the site appropriate for the notice. It is your responsibility to check the site regularly for any notices.

14. Governing Law and location

The Services are operated by Gideon. You and Gideon both benefit from creating a predictable legal environment with respect to the Services. Therefore, you and Gideon explicitly agree that any disputes, claims or other matters arising out of or in connection with your use of the Site, the Content or the Services will be governed by the laws of Suriname that apply to them.

Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, by statute or regulation, or otherwise, and whether pre-existing, current or future) relating to Gideon and arising out of or related to (a) these terms; (b) the site, content or services; (c) verbal or written statements, advertisements or promotions regarding these terms or the site, content or services; or (d) the relationships arising out of these Terms or the Site, the Content or the Services (collectively, a "Claim") are referred to and determined by a single arbitrator (excluding the district court in Suriname). If you have a claim, you must provide written notice of arbitration at the address below. If we have a claim, we will notify you of arbitration at the address provided in your registration details. Arbitration will be conducted by one arbitrator in accordance with the regulations of the Surinam Arbitration Institute.

To the extent that arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and settled by a competent Surinam court. You agree to the personal jurisdiction of this court over you, determine the fairness and convenience of any proceeding before such courts, and agree not to object to any proceeding before such courts.

If you choose to access the Services from locations other than Paramaribo, you are responsible for compliance with all local laws of such other jurisdiction and agree to indemnify Gideon and the other Released Parties for your non-compliance with such laws.

15. Termination / Modification of License and Site Offerings

Notwithstanding any provision of these terms and conditions, Gideon reserves the right, without notice and in its sole discretion, without notice or liability to you, to (a) your license to use the Platform, or any portion thereof, and the rights of any third to end; (b) block or prevent your future access to and use of all or any portion of the Services or Content and the rights of any third party to which you have granted access to your User Content through the Platform; (c) change, suspend or discontinue any aspect of the Services or Content; and (d) impose limits on the Services or Content.

16. Inactive accounts; Termination of the Agreement

If your account has been inactive for at least two months (as determined by Gideon), we may deactivate your account. Deactivated accounts are not deleted - they are saved and can be restored. We will notify you by email if we decide to deactivate your account. If you know in advance that your account will be inactive at some point and do not want us to deactivate it, please let us know in advance at info@gideonnv.com. Gideon reserves the right to charge a data storage fee for the storage of the information associated with deactivated accounts. If your account remains inactive after deactivation and we do not hear from you, we may terminate it at any time without notice.

You and Gideon may terminate your use of the Platform, including your agreement to these Terms, at any time. If you terminate your use of the Services, you must pay applicable fees for the balance of the then-current billing period. When your Gideon account is terminated, your User Content will not appear on the Services shortly thereafter. We may also keep an archival copy of your User Content upon termination, and you hereby grant us a non-exclusive, perpetual, irrevocable license to keep such archival copy for our internal business purposes.

17. Miscellaneous

If any provision of these Terms is held to be illegal, invalid, or unenforceable for any reason, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions. Gideon may assign one or more of its rights below to any party without your consent. You are not permitted to transfer any of your rights or obligations below without Gideon's prior written consent, and any such transfer attempt will be void and unenforceable. These terms constitute the entire agreement between you and Gideon regarding your use of the site, the content, the Platform and the services, and replace any prior or simultaneous communication, whether electronic, verbal or written, between you and Gideon regarding your using it.

Questions and comments

If you have any questions and comments about these terms or your use of the services, please contact us:
GIDEON Advisory Services N.V.
Petrus Dondersstraat # 41
Phone: 522000 / 522001
info@gideonnv.com