Please read carefully this “Terms and Conditions". These Terms and Conditions govern your use of Cosmedesk located at https://cosmedesk.com (the "Website") - and hosted services enabled or available through the Website cosmedesk.com (the "Services") that are offered by Talent Ingredient Lda. (the "Company" or "we").
BY CHECKING ON THE BOX AND CLICKING ON “I agree” BUTTON, BROWSING THE WEBSITE, USING THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE AND IN PARTICULAR WITH THE DISCLAIMER BELOW, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH THE COMPANY, (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS OF USE. THE TERM "YOU" REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE WEBSITE OR SERVICES.
1. General scope
These Terms and Conditions apply to Cosmedesk. These terms and conditions can be modified at any time. Whenever substantial changes are made, the user will be notified and will be asked to read and accept the terms and conditions again.
2. Acceptance of Terms and Conditions
When subscribing to products and services and accessing websites and their contents, the user must read and accept the Terms and Conditions described below. If you do not agree with them, you cannot continue to use the products and services or browse the website.
3. Privacy Policy
Cosmedesk will only use your personal data for the identified purposes and in compliance with the General Data Protection Regulation (GDPR). The confidentiality and total integrity of your data is a constant concern for us. See our Privacy Policy for more information.
4. Ownership
You agree that the Company and its suppliers own all rights, title and interest in the Services. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. Company’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of the Company and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
5. Use of the services
5.1 Application license
Subject to your compliance with the Terms, the Company grants you a limited non-exclusive, non-transferable, non-sub-licensable, revocable license for your internal business purposes only.
5.2 Updates
You understand that the Services are evolving. As a result, the Company may require you to accept updates to the Services. You acknowledge and agree that the Company may update the Services with or without notifying you.
5.3 Certain restrictions
The rights granted to you in the Terms are subject to the following restrictions, you shall not:
(a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services;
(b) frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of the Company;
(c) use any meta-tags or other “hidden text” using Company’s name or trademarks;
(d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law;
(e) access the Services in order to build a similar or competitive website, application or service;
(f) except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means;
(g) remove or destroy any copyright notices or other proprietary markings contained on or in the Services.
Any future release, update or other addition to the Services shall be subject to the Terms. The Company, its suppliers and service provider’s reserve all rights not granted in the Terms. Any unauthorized use of the Services terminates the licenses granted by the Company pursuant to the Terms.
5.4 Unauthorized use
You agree that you will not, under any circumstances:
(a) interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
(b) modify or cause to be modified any files that are a part of the Services;
(c) disrupt, overburden, or aid or assist in the disruption or overburdening of:
(i) any computer or server used to offer or support the Services; or
(ii) the enjoyment of the Services by any other person;
(d) attempt to gain unauthorized access to the Services, accounts registered to others, or to the computers, servers or networks connected to the Services by any means other than the User (as defined in Section 2.1) interface provided by Company, including, but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or knowingly assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Services;
(e) access, tamper with or use non-public areas of the Services, the Company’s computer systems, or the technical delivery systems of the Company’s providers;
(f) attempt to probe, scan, or test the vulnerability of any Company system or network, or breach any security or authentication measures;
(g) disrupt or interfere with the security of, or otherwise cause harm to, the Services , systems, resources, accounts, passwords, servers or networks connected to or accessible through the Services or any affiliated or linked sites;
(h) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by the Company or any of the Company’s providers or any other third party to protect the Services.
5.5 The trial period
At your request, you will be granted a 30 days trial period with no charge or obligation for the service. The free trial period of yours is intended to allow you to try the service. All documents generated during the trial will be yours. At the end of the trial all your information will be deleted, or, if you continue with us it can be migrated at your request.
6. Subscription
6.1 Subscribing your account
In subscribing for use of the Services you agree to:
(a) provide true, accurate, current and complete information about yourself;
(b) maintain and promptly update your information to keep it true, accurate, current and complete.
You represent that you are at least eighteen the legal age to form a binding contract and not a person barred from using the Services under the laws of the Portuguese Republic; your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors.
You may not share your Account or password with anyone, and you agree to:
(a) notify the Company immediately of any unauthorized use of your password or any other breach of security;
(b) exit from your Account at the end of each session.
If you provide any information that is untrue, inaccurate, not current or incomplete or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.
6.2 Necessary equipment and software
Cosmedesk is a web-based system, therefore no installation is required on your side. You must have all equipment and software necessary to connect to the Services. You are solely responsible for any fees, including Internet connection or mobile fees that you incur when accessing the Services.
6.3 Subscription fees
After receiving the invoice, the Customer agrees to pay in return for the use of the Service for the Subscription period within the agreed time. Your account will not be activated before the Company accepts your payment by a confirmatory e-mail funds received.
6.4 Service subscription payment
All Fees shall be paid in advance of each Subscription Period by bank transfer or credit card and may be subject to VAT (Value Added Tax) where applicable. The Customer shall be responsible for all other sales, use, value-added withholding or similar taxes or levies, whether domestic or foreign. Customer shall pay all Fees for each Subscription. Except as otherwise specified in this Agreement or in an Order Form:
(a) fees are based on service purchased, not actual usage;
(b) payment obligations are non-cancellable;
(c) Fees paid are non-refundable.
You agree to immediately update your account of any change in your billing address. The Company reserves the right at any time to change its subscription fees and billing methods, either immediately upon at least thirty (30) days prior notice by e-mail delivery to you.
6.5 Automatic renewal
Subscriptions will not be renewable automatically; the customer will have 30 days to choose a new subscription plan. After a 60-day period the account will be closed and after another 60-day all data erased.
6.6 Taxes
When you buy the service in the European Union, this purchase might qualify for VAT zero-rating:
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- If you're in a European Union Member State: You can provide your valid local VAT ID. This will entitle the Company to VAT zero-rate the transaction. However, you may have a local VAT accounting obligation, so please check with your tax advisers if you have any concerns.
- Before we can validate your VAT ID, it must be available for verification in the VAT Information Exchange System (VIES). If your VAT ID cannot be verified, please contact your local tax authority.
- If you're located in Portugal, the current Portuguese VAT rate is applied, whether you provide your VAT ID or not.
7. Support
By subscribing to the Services, you will have access to the online support at your disposal for help and guidance on the Services usage via email or chat.
8. Indemnification
You agree to indemnify and hold the Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of:
(a) your violation of the Terms; or
(b) your violation of any applicable laws, rules or regulations.
You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Cosmedesk.
9. Disclaimer of warranties
Cosmedesk hereby warrants that its website shall perform, and the services provided by Cosmedesk in connection with therewith shall be performed, in manner consistent with all applicable industry standards. Other than the foregoing and excluding those cases of gross negligence and wilful misconduct, you expressly understand and agree that to the extent permitted by applicable law, your use of Cosmedesk is at your sole risk, and Cosmedesk is provided on an “as is” and “as available” basis, with all faults. Company parties expressly disclaim all other warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement. The company parties make no warranty, representation or condition that:
(a) Cosmedesk will meet your requirements;
(b) your use of the company properties will be uninterrupted, timely, secure or error-free;
(c) the results that may be obtained from the use of Cosmedesk will be accurate or reliable;
(d) any errors in Cosmedesk will be corrected.
10. Limitation of liability
10.1 Disclaimer of certain damages
You understand and agree that in no event shall company parties be liable for any loss of profits, revenue or data, indirect, incidental, special, exemplary, or consequential damages arising out of or in connection with Cosmedesk, or damages or costs due to loss of production or use, business interruption, procurement of substitute goods or services, or personal or property damage or emotional distress, whether or not company has been advised of the possibility of such damages, arising out of or in connection with the terms, or from any communications, interactions or meetings with other users of Cosmedesk, on any theory of liability, resulting from:
(a) the use or inability to use Cosmedesk;
(b) the cost of procurement of substitute goods or services resulting from any goods, data, information or services purchased or obtained or messages received for transactions entered into through Cosmedesk;
(c) unauthorized access to or alteration of your transmissions or data;
(d) statements or conduct of any third party on the Cosmedesk;
(e) any other matter related to Cosmedesk whether based on warranty, copyright, contract, tort (including negligence), product liability or any other legal theory.
10.2 Cap on liability
Excluding those cases of gross negligence and wilful misconduct, under no circumstances will the company parties be liable to you for more than the amount received by the company as a result of your use of Cosmedesk in the subscription period during which you first assert a claim. If you have not paid the company any amounts in the subscription period during which you first assert any such claim, the company’s sole and exclusive liability shall be limited to your subscription fees.
10.3 Terms
The Terms commence on the date you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Terms.
10.4 Termination of service
The Subscription Fee is non-refundable. The Company has the right to suspend or terminate any Services provided to you in the following conditions:
a) For non-payment of any undisputed invoice
If your subscription is subject to a payment issue, i.e., failure to pay an undisputed invoice, the status of your account will be changed to "Non-Payment":
- You will have 30 days to regularize your situation.
- If so, your account status will move back to “normal”.
- After the 30-day grace period, your account and its content will be locked.
- After a total period of 60 days with no action, your account will be terminated.
b) For cancellation by you
If you want to terminate the service, you may do so by contacting your account manager. At the end of the current Subscription Period, you will receive a reminder email and your access to your account will be terminated.
c) For material breach of any provision of the terms
If you have materially breached any provision of the Terms.
d) Required by law
If the Company is required to do so by law (e.g., where the provision of the Website, or the Services is, or becomes, unlawful) you agree that all terminations for cause shall be made in the Company’s sole discretion and that the Company shall not be liable to you or any third party for any termination of your Account.
10.5 Effect of termination
Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content.
Upon termination of any Service, your right to use such Service will automatically terminate, you will not get a copy of the assessment and your data will be automatically deleted. You will be responsible to retrieve any files, related information and content associated before the subscription is terminated.
You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. The Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms, which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
10.6 No subsequent registration
If your registration(s) with or ability to access the Services are discontinued by the Company due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Services or any Company community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, the Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
11. International users
The Services can be accessed from countries around the world and may contain references to services and content that is not available in your country. These references do not imply that the Company intends to announce such services or content in your country. The services are controlled and offered by the Company from its facilities in Portugal. The Company makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
12. General provisions
12.1 Electronic communications
The communications between you and the Company use electronic means, whether you visit the Services, send the Company e-mails or whether the Company posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from the Company in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
12.2 Release
Except in cases of our gross negligence or wilful misconduct, you hereby release the Company Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the services.
12.3 Assignment
The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without the Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
12.4 Force majeure
The Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labour or materials.
12.5 Questions, complaints, claims
If you have any questions, complaints or claims with respect to the service, please contact your account manager or info@cosmedesk.com. We will do our best to address your concerns. If you feel that your concerns have not been fully addressed, we invite you to contact us to request further investigation.
12.6 Removal of illegal or offensive content
If you come across content on the Services that may violate the law or the rights of others, please report it to us. Our content teams will carefully review the material and consider blocking, removing or restricting access to it.
12.7 Limitations period
YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE SERVICE OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
12.8 Governing law
The Terms and any dispute related thereto will be governed and interpreted by the laws of the Portuguese Republic exclusive of any rules with respect to conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. All disputes arising out of or in connection with the Contract shall be exclusively settled by the courts of the district of Coimbra, Portugal.
12.9 Notice
Where the Company requires that you provide an e-mail address, you are responsible for providing the Company with your most current e-mail address. In the event that the last e-mail address you provided to the Company is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Terms, the Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to the Company at the following address: info@cosmedesk.com.
12.10 Waiver
Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
12.11 Severability
If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.