Terms of Use

Operator information

The Salary Matrix platform is operated by IDH Solutions B.V., a private limited liability company incorporated under the laws of the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 88809390, with registered office at Arthur van Schendelstraat 500, 3511 MH Utrecht ("IDH Solutions", "we", "us", "our").

SUMMARY (for convenience only —not legally binding; the numbered Sections below prevail)

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  The Salary Matrix helps producers measure living wage gaps in their workforce, and lets buyers who subscribe to the Buyer Dashboard follow the progress of producers who agree to share their data.
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  You keep ownership of the data you upload. For payroll and worker data, you (the producer) are the data controller and we act as your data processor under a Data Processing Agreement.
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  Nothing you upload is shared with a buyer or intermediary unless you accept a connection request in the tool. You choose the visibility level and duration, and you can revoke at any time.
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  We may use data only in fully anonymised and aggregated form — from which no producer, facility, worker or subscriber can be identified — for research, insights, publications and commercial purposes.
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  Basic producer accounts remain free. Buyer Dashboard subscriptions are paid, per the plan page or your order form.
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  The Platform is an informational tool provided "as is". Results depend on the accuracy of the data you enter. Reports are not audits or certifications, and you are responsible for any public claims you base on them.
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  Our liability is capped at the greater of EUR 10,000 and the fees you paid us in the preceding 12 months, subject to the exceptions required by Dutch law.
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  These Terms are governed by Dutch law. Disputes go to the District Court Midden-Nederland, location Utrecht. The Platform is offered to businesses and professionals only; users must be 18 or older.

1. Scope of these Terms; Parties

1.1  These Terms of Use (the "Terms") govern all access to and use of the Salary Matrix platform made available via https://www.salarymatrix.idhtrade.org (the "Website"), including the free Salary Matrix tool for Producers, all paid Buyer Dashboard subscription plans and add-ons (including the Living Wage Contributions Calculator), the connection functionality between Producers, Intermediaries and Buyers, and all related features, reports, documentation and support (together, the "Platform").

1.2  IDH Solutions B.V. is the sole contracting party under these Terms. Group companies of IDH Solutions, including Stichting IDH, are not parties to these Terms and assume no obligations under them. The protections granted to IDH Solutions in Sections 9 (Intellectual property), 10 (Acceptable use), 11 (Disclaimers), 12 (Liability) and 13 (Indemnification) are also stipulated for the benefit of IDH Solutions’ Affiliates as an irrevocable third-party stipulation within the meaning of Article 6:253 of the Dutch Civil Code, and each Affiliate may invoke those protections directly. Affiliates acquire no rights to Your Data and no right to provide or receive performance under these Terms.

1.3  The Platform is offered exclusively to legal entities and to natural persons acting in the course of a trade, business, craft or profession. If, exceptionally, mandatory consumer protection law nonetheless applies to you, nothing in these Terms limits the rights you have under that law.

1.4  These Terms are drafted in English.

2. Definitions

In these Terms, the following capitalised terms have the meanings set out below. The singular includes the plural and vice versa.

3. Acceptance; contract structure

3.1  You accept these Terms by ticking the acceptance box when registering an Account, or by continuing to use the Platform after having been notified of amended Terms in accordance with Section 15.2. Before or at acceptance, these Terms are made available to you in a durable, downloadable form. If you do not agree to these Terms, do not register or use the Platform. Use of the public pages of the Website is also subject to these Terms to the extent applicable.

3.2  If you accept these Terms on behalf of an organisation, you represent and warrant that you are authorised to bind that organisation, and "you" refers to that organisation. Every User must be at least 18 years old, or the age of majority in their jurisdiction if higher.

3.3  The agreement between you and IDH Solutions consists of: (a) any Order Form; (b) the DPA; (c) these Terms; and (d) the Plan Page descriptions referenced in these Terms. In the event of conflict: the DPA prevails on the subject of the processing of personal data; an Order Form prevails on commercial terms expressly agreed in it; and otherwise these Terms prevail. The Privacy Statement at https://www.salarymatrix.idhtrade.org/en/privacy-statement and other policies are information notices, not contractual documents.

3.4  The applicability of any general terms and conditions used by you is expressly rejected.

4. The Platform; plans; availability

4.1  The Salary Matrix is a cloud-based software-as-a-service tool that enables Producers to compare the total remuneration of workers (including cash and in-kind benefits, with full-time-equivalent adjustments) against third-party Living Wage Estimates in order to calculate living wage gaps, and that provides guided data-entry workflows, multi-Facility management, year-on-year tracking and filterable, exportable Reports. Paid features include the Buyer Dashboard, which allows Buyers to receive data from consenting Producers via Connections, and optional add-ons such as the LWC Calculator.

4.2  The Platform is a standard service provided in the same way to all Users. IDH Solutions develops the Platform continuously and may modify, add or remove features in accordance with Section 15.1.

4.3  Basic Single-User Producer Accounts as described on the Plan Page are free of charge. IDH Solutions intends to keep basic Single-User Producer access free, but may modify or discontinue free access with reasonable prior notice. Free Accounts receive no committed service levels or support response times; support for free Accounts is provided on a reasonable-efforts basis.

4.4  Paid features require a Subscription. The available plans, fees, plan limits (including maximum numbers of Facilities and Intermediaries), included features and support levels are set out on the Plan Page and/or in an Order Form/ Statement of Work Contracts.

4.5  IDH Solutions will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, but does not warrant uninterrupted availability. Availability may be limited for scheduled or emergency maintenance, and IDH Solutions may temporarily restrict, interrupt or suspend the Platform where reasonably necessary, including to protect the security or integrity of the Platform or its systems, to remedy defects or disruptions, or to implement changes or improvements. IDH Solutions will, where reasonably possible, announce scheduled maintenance in advance and keep interruptions short.

4.6  Technical support is available by email at livingwagematrix@idhtrade.org. Support channels and response targets per plan are set out on the Plan Page or in an Order Form/ Statement of Work Contracts.

4.7  The Platform is hosted on third-party cloud infrastructure. The laws of, or restrictions applied in, your jurisdiction may prevent or limit access to that infrastructure and therefore to the Platform (for example, the Platform is currently not accessible from mainland China). You are responsible for ensuring that your access to and use of the Platform is lawful in your jurisdiction, and IDH Solutions is not responsible for unavailability caused by such laws or restrictions, nor does it encourage the circumvention of any law. Where data is collected offline (for example in a spreadsheet) and uploaded by a user in another location, the Producer remains responsible for that data and for ensuring the uploader is authorised.

5. Accounts; security; suspension

5.1  You must provide accurate, current and complete information when registering an Account and keep it up to date. Upon registration you will receive an activation link by email.

5.2  You are responsible for keeping login credentials confidential, for all activities under your Account (including those of your Authorised Users), and for ensuring that each Authorised User is aware of and complies with these Terms. Credentials are personal and must not be shared between individuals. You must promptly revoke the access of any individual who ceases to be an Authorised User, and must notify IDH Solutions without delay at livingwagematrix@idhtrade.org if you know or suspect any unauthorised use of your Account or other security incident. IDH Solutions is not liable for loss resulting from unauthorised access caused by your failure to secure your credentials.

5.3  IDH Solutions may block or suspend an Account or access to (part of) the Platform, in whole or in part, where reasonably necessary and proportionate, including if: (a) a User breaches these Terms; (b) suspension is necessary to protect the security or integrity of the Platform, other Users or third parties (for example following repeated failed logins, suspected unauthorised access, or disruptions caused by the use of the Platform); (c) fees remain unpaid as described in Section 6.3; or (d) IDH Solutions is required to do so by law or by a competent authority. For paying Subscribers, IDH Solutions will give prior notice and an opportunity to remedy where reasonably feasible; in urgent cases (such as security incidents) it may act immediately and notify afterwards. During a block or suspension the right to use the affected parts of the Platform is paused; suspension does not relieve a Subscriber of its payment obligations.

6. Subscriptions, fees and payment

6.1  Fees for Subscriptions and add-ons are set out on the Plan Page or in an Order Form and are exclusive of VAT and any other applicable taxes or duties, which are for the Subscriber’s account. If any withholding applies, the Subscriber shall gross up payments so that IDH Solutions receives the full invoiced amount. Unless otherwise agreed in an Order Form, fees are invoiced annually in advance and payable within 30 days of the invoice date, without any set-off, deduction or suspension by the Subscriber.

6.2  If the Subscriber fails to pay on time, it is in default without further notice being required, and IDH Solutions may charge statutory commercial interest (Article 6:119a of the Dutch Civil Code) and reasonable extrajudicial collection costs (Article 6:96 of the Dutch Civil Code).

6.3  If fees remain unpaid for more than 15 days after the due date, IDH Solutions may suspend access to paid features following written notice, until payment in full.

6.4  Unless otherwise agreed in an Order Form/ Statement of Work Contract, each Subscription has an initial term of 12 months and renews automatically for successive 12-month terms, unless either party gives notice of non-renewal at least 30 days before the end of the then-current term.

6.5  IDH Solutions may revise Subscription fees by giving at least 60 days’ prior written notice; revised fees take effect at the start of the next renewal term. If the Subscriber does not wish to continue at the revised fees, it may give notice of non-renewal in accordance with Section 6.4.

6.6  Each plan is subject to the plan limits stated on the Plan Page or Order Form/ Statement of Work Contracts. If usage exceeds the applicable limits, the Subscriber must upgrade to a suitable plan or agree overage terms; IDH Solutions may enforce plan limits technically.

6.7  Fees are non-refundable except as expressly provided in these Terms (including Sections 13.2, 15.1 and 15.2) or as required by mandatory law.

6.8  IDH Solutions may offer trials, pilots or discounts at its discretion; these may be modified or withdrawn and convert or expire in accordance with the applicable offer.

7. Your Data: ownership, roles and protection

7.1  Ownership

As between you and IDH Solutions, you retain all rights, title and interest in and to Your Data. IDH Solutions claims no ownership of Your Data and will use it only as permitted by these Terms and the DPA.

7.2  Data protection roles

The parties acknowledge the following allocation of roles under the General Data Protection Regulation (EU) 2016/679 ("GDPR"):

–   Account and usage data. For personal data relating to Users’ accounts, registration, billing, support requests, and use of the Website and Platform (such as log and analytics data), IDH Solutions is an independent controller and processes such data as described in the Privacy Statement at https://www.salarymatrix.idhtrade.org/en/privacy-statement

–   Payroll and worker data. For personal data contained in Your Data relating to workers (such as remuneration, job category, gender and worker identifiers), the Producer — or, where the Producer’s personnel act on behalf of their employer, that employing entity — is the controller, and IDH Solutions processes such data solely as processor on the controller’s behalf, in accordance with the DPA and Article 28 GDPR. The DPA applies to every Account, including free Accounts.

–   Anonymised Aggregated Data. For the operation of creating Anonymised Aggregated Data as authorised in Section 8, and for the resulting datasets, IDH Solutions acts as controller in its own right; once data meets the standard in Section 8.2 it is no longer personal data and falls outside the GDPR.

–   Connections. Where a Buyer or Intermediary receives data through a Connection, that Buyer or Intermediary is an independent controller of the data it receives and is responsible for its own compliance with applicable data protection law.

7.3  Producer responsibilities

The Producer is responsible for the lawfulness, accuracy and quality of Your Data and warrants that: (a) it has a valid legal basis for the processing of worker personal data via the Platform and has informed the workers concerned in accordance with Articles 13 and 14 GDPR; (b) it will identify workers by pseudonymous worker IDs and will not upload worker names or other direct identifiers unless strictly necessary; and (c) it will not upload special categories of personal data (Article 9 GDPR) or data relating to criminal convictions unless strictly necessary and lawful. Where consent-to-release forms are used in projects coordinated outside the Platform, they supplement and do not replace the in-Platform Connection acceptance described in Section 7.4.

7.4  Connections and data sharing (Buyer Dashboard)

Data submitted by a Producer is not visible to any Buyer or Intermediary unless and until a Connection is established as follows:

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  Invitations. A Buyer or Intermediary can only send a Connection invitation to a Producer by entering both 1) the relevant system-generated Facility ID(s) and 2) the Producer’s Account email address OR the relevant system-generated Matrix ID; the invitation is sent only if both match. The Platform will not indicate which element failed to match. Invitations from a Buyer to an Intermediary require only name and email address, as no payroll data is exposed at that stage.
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  Acceptance. A Connection takes effect only upon the Producer’s express acceptance within the Platform. The acceptance screen identifies: who is requesting the Connection (the Intermediary and/or related Buyers); the requested Visibility Level (averages only, or full granularity); and the requested duration (start and end date). Acceptance cannot be bypassed.
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  Revocation and changes. The Producer may at any time end future data connection in the event of a discontinued supply chain relationship or completely revoke a Connection with effect for the future; the affected Buyer and/or Intermediary will be notified. Revocation ends the recipient’s access through the Platform but cannot retract data already lawfully exported by the recipient before revocation. Upon revocation, the recipient must cease further use of, and delete, exported data originating from the Connection where reasonably practicable, except to the extent retention is required by law or the data has been incorporated in reporting already made.
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  Recipient obligations. Each Buyer and Intermediary receiving data through a Connection shall: process it lawfully as an independent controller; use it solely for living wage assessment, living wage contributions, supply-chain monitoring and related responsible-sourcing reporting purposes; keep it confidential in accordance with Section 14; not attempt to (re-)identify workers; and honour revocations as set out above.

7.5  Security

IDH Solutions implements appropriate technical and organisational measures within the meaning of Article 32 GDPR to protect Your Data against unauthorised access, alteration, disclosure or destruction, including encrypted transmission (TLS), encryption at rest, role-based access controls and periodic security assessments, as further described in the DPA. IDH Solutions will notify personal data breaches in accordance with the DPA.

7.6  Sub-processors; international transfers

IDH Solutions engages sub-processors IDH Solutions engages sub-processors (including Heroku and Amazon Web Services as core hosting providers, hosting region: Europe)  as listed at https://salarymatrix.idhtrade.org/sub-processors. The DPA governs the authorisation of sub-processors, notice of changes and the right to object, as well as safeguards for international transfers (adequacy decisions or Standard Contractual Clauses under Chapter V GDPR).

7.7  Retention, deletion and export

Your Data is retained for the duration of your Account or Subscription. Following termination or deletion of an Account or Subscription, Your Data is retained for 90 days to enable export, after which it is securely deleted, save that: (a) residual copies in backups are deleted in the ordinary backup cycle of at most 35 days thereafter; (b) data may be retained where and for as long as required by law; and (c) Anonymised Aggregated Data, and Reports already delivered or shared before termination, are not affected — although Your Data will not be included in any Report created after termination. You may export Your Data and Reports at any time before deletion using the Platform’s export functions, in a commonly used, machine-readable format, at no additional charge.

8. Anonymised Aggregated Data

8.1  Authorisation. You (acting as controller of Your Data) hereby authorise and instruct IDH Solutions to create Anonymised Aggregated Data from Your Data. IDH Solutions acts as controller for this anonymisation operation and for the resulting Anonymised Aggregated Data.

8.2  Standard. Data qualifies as Anonymised Aggregated Data only if it is both aggregated and anonymised — these conditions are cumulative and without exception. Anonymisation means that, taking into account all means reasonably likely to be used, no natural person can be identified, singled out, linked or inferred from the data, consistent with Recital 26 GDPR and applicable EDPB guidance.

8.3 Permitted uses. IDH Solutions and its Affiliates may freely use, analyse, combine, publish, license, sell and otherwise commercially exploit Anonymised Aggregated Data, including for living wage insights and trend reports, sector and country benchmarking, research, publications, awareness-raising and product development and improvement.

8.4  No identification. No Anonymised Aggregated Data made available to any third party will identify, or permit the identification of, any Producer, Facility, worker, Intermediary or Subscriber, and IDH Solutions will not represent otherwise.

8.5  This Section 8 survives termination of these Terms and of any Account or Subscription.

9. Intellectual property; licences; Reports

9.1  Platform IP

All intellectual property rights in and to the Platform — including its software, algorithms, methodologies, user interface, design, documentation, branding and content created by IDH Solutions — are and remain the exclusive property of IDH Solutions or its licensors. Access to the Platform is a right to use a hosted service; no software licence, copy or other proprietary interest is granted or transferred, and all rights not expressly granted are reserved.

9.2  Right of access

Subject to compliance with these Terms and (for paid features) timely payment, IDH Solutions grants each User a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Platform for its internal business purposes, within the scope of its Account, plan and (if applicable) Order Form, during the term of the Account or Subscription.

9.3  Restrictions

Except as expressly permitted by these Terms or mandatory law, Users must not, and must ensure their Authorised Users do not: copy, modify, adapt or create derivative works of the Platform or its content; decompile, disassemble or reverse-engineer the Platform (save to the extent such restriction is prohibited by the mandatory provisions of the Dutch Copyright Act implementing Directive 2009/24/EC); circumvent or disable technical protection, security or access-control measures; use bots, scrapers, crawlers or other automated means to extract data from the Platform; remove or alter proprietary notices, trademarks or disclaimers on the Platform or in Reports; use IDH Solutions’ or its Affiliates’ names, logos or trademarks without prior written consent; sell, resell, rent, lease, sublicense or otherwise make the Platform available to third parties; or use the Platform to develop a competing product or service.

9.4  Licence to IDH Solutions over Your Data

You grant IDH Solutions a limited, non-exclusive, royalty-free, worldwide licence to host, store, process, transmit, display and back up Your Data solely to the extent necessary to: (a) operate and provide the Platform and its features (including Connections you have accepted); (b) provide support; (c) maintain the security and integrity of the Platform; and (d) comply with applicable law. This licence ends when Your Data is deleted in accordance with Section 7.7, subject to the carve-outs stated there. The authorisation to create Anonymised Aggregated Data is governed exclusively by Section 8. No other licence over Your Data is granted to IDH Solutions.

9.5  Use of Reports

Subject to these Terms, you may use Reports relating to your own Account (and, for Buyers and Intermediaries, data received through Connections) for: internal analysis and learning about potential living wage gaps; developing strategies to close living wage gaps; supply-chain due diligence, transparency and sustainability reporting (including under frameworks such as the CSRDDD); sharing with auditors, verifiers and certification schemes for audit or certification purposes; sharing with the parties to the relevant Connection; and other non-commercial sharing with source attribution. You must not sell, license or commercially redistribute Reports, the Platform’s content or Living Wage Estimates, and you must not remove or alter any notices or disclaimers they contain.

9.6  Claims based on Reports

Reports are calculated from self-reported data. Remote data quality checks performed by IDH Solutions are desk-checks of self-reported data only; they are not an audit and do not verify actual payment. IDH Solutions does not audit, certify, verify or endorse any Report or any User’s wage practices. You are solely responsible for any internal or external claim, statement or disclosure you base on the Platform or any Report, including for ensuring that public sustainability or living wage claims are accurate, substantiated (where appropriate, by independent third-party verification) and compliant with applicable law and guidance on sustainability claims.

9.7  Screenshots

Screenshots and shared views of the Platform may be used for educational and informational purposes only, with source attribution, and must not be commercially exploited or distributed.

9.8  Living Wage Estimates and third-party content

Living Wage Estimates and other third-party content are owned by their respective providers, follow those providers’ own methodologies, and may be subject to those providers’ terms, which may require separate procurement by the Producer or Buyer. They are not developed, owned or endorsed by IDH Solutions and do not reflect its opinion. Users must not extract, reproduce or republish Living Wage Estimate datasets other than as embedded in Reports used in accordance with Section 9.5.

9.9  Feedback

If you provide feedback, suggestions or ideas about the Platform, IDH Solutions may use them freely, perpetually and irrevocably, without restriction, attribution or compensation. Feedback creates no rights for you in the Platform.

10. Acceptable use

10.1  You must not use the Platform, and must ensure your Authorised Users do not use the Platform:

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  for any unlawful or fraudulent purpose, or in any way that violates these Terms or the rights of others;
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  to submit data you know or should know to be false or misleading — including deliberately misreporting wages, benefits or workforce numbers to misrepresent a living wage position;
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  to upload or transmit malware, viruses or other harmful code, or to conduct denial-of-service attacks, mail bombing, botnets or similar activities;
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  to gain or attempt to gain unauthorised access to the Platform, other Users’ Accounts or data, or IDH Solutions’ systems, or to probe, scan or test their vulnerability without written authorisation;
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  to infringe intellectual property rights, database rights or confidentiality obligations;
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  to harass, threaten, defame or intimidate any person, or to post content that is obscene, hateful or discriminatory, or that masks or misrepresents its originator;
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  in a manner that damages, disables, overburdens or impairs the Platform, or harms IDH Solutions, its other users or third parties.

10.2  IDH Solutions may monitor use of the Platform for security purposes and to verify compliance with these Terms, consistent with the Privacy Statement. In the event of a violation, IDH Solutions will apply proportionate measures — normally a warning, followed if needed by suspension and ultimately termination — but may suspend or terminate immediately in serious cases, including security threats, fraud or unlawful content.

11. Disclaimers

11.1  The Platform, all content and all Reports are provided "as is" and "as available". To the maximum extent permitted by law, IDH Solutions gives no warranty, express or implied, that the Platform will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that Reports or other results will be accurate, complete or fit for a particular purpose.

11.2  The accuracy of Reports and gap analyses depends on the accuracy and completeness of the data submitted. IDH Solutions is not responsible for errors, inaccuracies or omissions in Reports that result from inaccurate or incomplete Your Data.

11.3  IDH Solutions gives no representation, guarantee or warranty as to the accuracy, validity, completeness, timeliness or applicability of Living Wage Estimates or other third-party content, which may be revised by their providers without notice.

11.4  The Platform is an informational and analytical tool. Nothing on the Platform or in any Report constitutes legal, financial, tax, labour, compliance or other professional advice, nor an audit, verification or certification. Seek independent professional advice for specific decisions.

11.5  You are responsible for your own compliance with the laws applicable to you and your use of the Platform, including local labour, privacy, sanctions and export control laws, and you represent that you are not subject to sanctions that would prohibit IDH Solutions from providing the Platform to you.

12. Liability

12.1  To the maximum extent permitted by law, IDH Solutions is not liable for indirect or consequential loss, which for the purposes of these Terms includes: loss of profits, revenue, business, goodwill or anticipated savings; loss or corruption of data; business interruption; and loss arising from claims of third parties (other than as covered by Section 13.2), in each case whether arising in contract, tort (including negligence) or otherwise, and even if advised of the possibility of such loss.

12.2  To the maximum extent permitted by law, the total aggregate liability of IDH Solutions and its Affiliates towards a User for all claims arising in any period of 12 months, on any legal basis, is limited to the greater of: (i) EUR 10,000; and (ii) the total fees paid or payable by that User to IDH Solutions under these Terms in the 12 months preceding the first event giving rise to liability.

12.3  Nothing in these Terms excludes or limits liability for: death or personal injury caused by negligence; fraud; intent (opzet) or deliberate recklessness (bewuste roekeloosheid) of IDH Solutions or its managerial staff; or any other liability that cannot be excluded or limited under applicable law.

12.4  Any claim against IDH Solutions must be brought within 12 months after the User became aware, or reasonably should have become aware, of the event giving rise to the claim, failing which the claim lapses.

12.5  The limitations in this Section do not apply to the Subscriber’s payment obligations or to a User’s obligations under Section 13.1.

13. Indemnification

13.1  By the User. You will indemnify, defend and hold harmless IDH Solutions, its Affiliates and their officers, directors, employees and agents from and against all third-party claims, and resulting damages, losses, fines, costs and expenses (including reasonable legal fees), arising out of or relating to: (a) Your Data, including any claim that it infringes third-party rights or was processed or uploaded without a valid legal basis or required transparency towards workers; (b) your breach of these Terms or of applicable law; (c) your use of the Platform or Reports in violation of these Terms; or (d) claims, statements or disclosures you make based on the Platform or Reports. IDH Solutions will notify you promptly of any such claim and reasonably cooperate at your expense; you may not settle any claim in a way that imposes obligations or admissions on IDH Solutions without its prior written consent.

13.2  By IDH Solutions (paying Subscribers only). IDH Solutions will defend a paying Subscriber against third-party claims alleging that the Platform as provided by IDH Solutions (excluding Your Data, Living Wage Estimates and other third-party content, and any use in breach of these Terms or in combination with items not provided by IDH Solutions) infringes an intellectual property right valid in the European Union, and will pay damages finally awarded or agreed in settlement. If such a claim is made or likely, IDH Solutions may, at its option: procure the right for the Subscriber to continue using the Platform; modify or replace the affected part without materially reducing functionality; or terminate the affected Subscription and refund prepaid fees for the unused remainder of the term. This Section 13.2 states the Subscriber’s sole and exclusive remedy for intellectual property infringement by the Platform. It requires prompt notice, sole control of the defence for IDH Solutions and reasonable cooperation by the Subscriber.

14. Confidentiality

14.1  Each party will keep confidential all non-public, proprietary or commercially sensitive information disclosed by the other party in connection with these Terms — including, for IDH Solutions, pricing in Order Forms/ Statement of Work Contracts, and for Users, data received through Connections — and will use it only for the purposes of these Terms. Your Data is additionally protected by Sections 7 and 8, which prevail over this Section for Your Data.

14.2  Confidentiality obligations do not apply to information that: is or becomes publicly available through no fault of the receiving party; was lawfully known to the receiving party before disclosure; is independently developed without use of the disclosing party’s information; or must be disclosed by law or a competent authority, provided prompt prior notice is given where legally permitted.

14.3  This Section survives for 5 years after termination of these Terms, and for trade secrets for as long as they remain trade secrets.

15. Changes

15.1  To the Platform. IDH Solutions may modify, update, add or discontinue features of the Platform. For changes that materially and adversely affect the core functionality of a paid Subscription, IDH Solutions will give reasonable prior notice, and the affected Subscriber may terminate the affected Subscription as of the effective date of the change and receive a pro-rata refund of prepaid fees for the unused remainder of the term.

15.2  To these Terms. IDH Solutions may amend these Terms. Material amendments will be notified to registered Users by email or prominent in-Platform notice at least 30 days before they take effect. Continued use of the Platform after the effective date constitutes acceptance. A paying Subscriber that reasonably objects to a material amendment that adversely affects it may terminate the affected Subscription as of the effective date of the amendment and receive a pro-rata refund of prepaid fees for the unused remainder of the term.

16. Term; termination; consequences

16.1  These Terms apply from your first access to the Platform and remain in force for as long as you have an Account or Subscription.

16.2  Free Accounts may be terminated by the User at any time via the Platform or by email to livingwagematrix@idhtrade.org, and by IDH Solutions with reasonable prior notice, or immediately for cause.

16.3  Either party may terminate a Subscription with immediate effect by written notice if: the other party materially breaches these Terms and fails to remedy the breach within 14 days of written notice (where the breach is capable of remedy); the other party is declared bankrupt, is granted suspension of payments, or enters analogous insolvency proceedings; or termination is required by law or by a competent authority. Termination for non-renewal is governed by Section 6.4.

16.4  Upon termination or expiry of an Account or Subscription: all associated access rights end and the User must cease use of the affected parts of the Platform; Connections associated with the Account end; Your Data is handled in accordance with Section 7.7 (including the 90-day export window); accrued payment obligations remain due; and no refund is owed except as expressly provided in these Terms. Sections 1.2, 2, 7.7, 8, 9, 11, 12, 13, 14, 16.4 and 18, and any other provision that by its nature should survive, survive termination.

17. General provisions

17.1  Entire agreement. The documents listed in Section 3.3 constitute the entire agreement between the parties regarding the Platform and supersede all prior agreements and understandings on that subject. Nothing in this Section limits liability for fraud.

17.2  Severability. If any provision of these Terms is invalid, unlawful or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable while approximating the parties’ intent as closely as possible, and the remaining provisions remain in full force.

17.3  No waiver. Failure or delay in exercising any right is not a waiver of that right.

17.4  Assignment. You may not assign or transfer rights or obligations under these Terms without IDH Solutions’ prior written consent. IDH Solutions may assign these Terms to an Affiliate or to a successor in connection with a merger, reorganisation or transfer of the Platform business, with notice to you.

17.5  Force majeure. Neither party is liable for failure or delay caused by circumstances beyond its reasonable control, including natural disasters, pandemics, war, civil unrest, government action, power or internet failures, and failures of third-party hosting or infrastructure providers not attributable to the affected party. The affected party will notify the other and use reasonable efforts to mitigate. Payment obligations are not excused by force majeure.

17.6  No partnership. These Terms create no partnership, joint venture, agency or employment relationship.

17.7  Electronic contracting. These Terms may be accepted electronically, and electronic records of acceptance are valid evidence of the agreement.

17.8  Notices. Notices to Users may be given by email to the address registered with the Account and/or by in-Platform notice. Notices to IDH Solutions must be sent to the addresses in Section 17.9.

17.9  Contact. Support and account questions: livingwagematrix@idhtrade.org. Privacy and data protection (including security incidents): dpo@idhtrade.org. Legal notices and questions about these Terms: livingwagematrix@idhtrade.org. Postal address: IDH Solutions B.V., Arthur van Schendelstraat 500, 3511 MH, Utrecht, the Netherlands. For data protection complaints, you may also contact the Dutch Data Protection Authority (Autoriteit Persoonsgegevens), www.autoriteitpersoonsgegevens.nl.

18. Governing law and disputes

18.1  These Terms and any dispute arising out of or in connection with them (including non-contractual disputes) are governed by the laws of the Netherlands.

18.2  Before initiating proceedings, the parties will first attempt in good faith to resolve the dispute through direct negotiation for 30 days after written notice of the dispute. This does not prevent either party from seeking urgent or injunctive relief.

18.3  All disputes are submitted exclusively to the District Court Midden-Nederland, location Utrecht, the Netherlands.