Last updated

29 Mei, 2020

Terms and Conditions

These are the conditions of and Apps ( B.V., ProofMe.iD). BV is located at Lusthofstraat 17 B, 3062 WB Rotterdam, registered with the Chamber of Commerce under number: 70878781. For questions please contact us at reserves the right to modify. You agree that the most recent version of these terms applies. Parties can deviate from these conditions in writing.

1. Definitions

  • 1.1. BV and ProofMe user of these General Terms and Conditions.
  • 1.2. Customer: the legal person or natural person with whom BV enters into a legal relationship for the provision of Services as referred to in Article 1.3 of these General Terms and Conditions.
  • 1.3. Service (s): all services of whatever nature and under whatever name that BV provides or should provide on the basis of a legal relationship with the Client or End User;
  • 1.4. End user: legal person (including Customers) or natural person who uses the software application ProofMe that BV supplies or manages.
  • 1.5. Software applications: An App or internet site suitable for use via the internet, tablet, smartphone or other telecommunication means.
  • 1.6. Agreement: the legal relationship linked to these General Terms and Conditions for the provision of Services by BV to the Customer or the use of the software application that BV supplies or manages.

Conditions for use of software applications by Customer:

2. Applicability

  • 2.1. These conditions apply to all quotations, invoices, agreements and other legal relationships between BV and the Client for the provision of Services and software applications.
  • 2.2. These general terms and conditions also apply to additional orders and follow-up orders from the Customer. The rates mentioned do not automatically apply to future assignments.
  • 2.3. Deviations from and additions to these General Terms and Conditions are only valid if they have been agreed in writing between the parties.
  • 2.4. The applicability of other conditions is expressly rejected.
  • 2.5. If the General Terms and Conditions of the parties apply side by side, in the event that provisions in the General Terms and Conditions of BV and the parties conflict, the provisions in the General Terms and Conditions of BV will prevail.
  • 2.6. If any provision of these General Terms and Conditions is void or nullified, the other provisions of these General Terms and Conditions will remain in full force.
  • 2.7. BV is at all times free to adjust these General Terms and Conditions.

3. Offers

  • 3.1. All offers and other expressions of BV are without obligation, unless agreed otherwise in writing.
  • 3.2. The Customer guarantees the correctness and completeness of the information provided to BV on which BV based its offer.
  • 3.3. The models, images, examples or descriptions included in advertisements, brochures or other media are as accurate as possible, but serve only as an indication and are not binding for BV.

4. Services Delivery Agreement

  • 4.1. An agreement for the provision of Services is entered into for a period specified in the agreement and or in subscription form.
  • 4.2. An agreement is concluded at the first of the following moments: the moment BV confirms the agreement in writing to the Customer, or the moment BV starts with the execution of the agreement. In the latter case, the offer counts as the agreement between the parties.
  • 4.3. The duration of the agreement is always tacitly extended for the duration of the originally agreed period, unless one of the parties terminates the agreement in writing.
  • 4.4. Cancellation must take place in writing with due observance of a notice period of one month. Termination is only allowed at the end of a period as referred to in Articles 4.1 and 4.3 of these General Terms and Conditions.
  • 4.5. In the event that either party goes into bankruptcy, applies for a moratorium or ceases operations, the other party has the right to prematurely terminate the agreement without observing a notice period.

5. Prices and payments

  • 5.1. All prices mentioned by BV are exclusive of turnover tax (VAT) and other levies imposed or imposed by the government.
  • 5.2. All prices announced by BV are always euros or the currency applicable in a country. The Customer must make all payments in the specified currency.
  • 5.3. Payment must be made within 14 days of the invoice date in a manner to be indicated by BV, unless agreed otherwise in writing. The Client's objections to the amount of the invoices do not suspend the payment obligation.
  • 5.4. If the Client fails to pay an invoice on time, the Client will be in default by operation of law. A notice of default is not required and the Client owes statutory interest. The interest on the claimable amount will be calculated from the moment that the Customer is in default until the moment of payment of the full amount due.
  • 5.5. If the Client fails to pay the invoice, the claim can be handed over in which case the Client is also obliged to pay collection costs and all other costs incurred.
  • 5.6. If BV provides Services outside the content or scope of the agreement at the request or with the prior consent of the Client, the Client will reimburse these in accordance with the agreed rates and, failing that, in accordance with the usual rates of BV.

6. Provision of software

  • 6.1. BV will make the software application and the documentation stated in the quotation available to the Customer in the manner stated in the quotation and for the duration and scope of use stated in the quotation.
  • 6.2. The technical possibilities of the software application are stated in the manual, which have been communicated with the Customer.
  • 6.3. The source code of the software application is not made available to Customer and End User.

7. Customer right of use

  • 7.1. After payment of the amount due by the Client, the Client obtains the right of use for the software applications to operate them and to offer them to end users. The customer explicitly does not acquire any ownership rights over the software or any other products from BV.
  • 7.2. With periodic payment (subscription) of the license and usage fee, the right to use the software applications lapses if the Client has not paid the agreed periodic payment within six months. BV will inform the Client of this in writing.
  • 7.3. The software applications may only be used by Customer in Customer's own company, organization or institution, up to the maximum of the number of projects and users or use described in the agreement, in accordance with the provisions of the agreement, unless Customer has the applicable additional upgrade rates and costs will be paid in accordance with the then applicable prices and tiers.
  • 7.4. In the event of non-agreed use, BV is entitled to compensation of at least three times the total contract amount, without prejudice to BV's right to claim compensation for the actual damage suffered.
  • 7.5. Customer is not entitled to make backup copies of the software applications.
  • 7.6. The Customer is not permitted to sell, rent, dispose of or transfer the software applications, unless expressly agreed otherwise in writing.

8. Liability

  • 8.1. Liability of BV is limited to what is arranged in this provision.
  • 8.2. BV is not liable for: 1) errors or shortcomings in the software application, if the Client had failed to carry out or commissioned a trial, and these errors would have been observable in such a trial .; 2) misunderstandings, errors or shortcomings with regard to the execution of the agreement if these are caused by or caused by actions of the Customer; 3) errors or shortcomings of third parties engaged by or on behalf of the Client. 4) defects or errors that have arisen at suppliers or other Service Providers that work on the software application or ensure that it is approachable by end users.
  • 8.3. The liability of BV is limited to damage of the Customer that is the direct result of the attributable shortcoming. This is exclusively understood to mean: the reasonable costs for determining the cause and the extent of the damage, insofar as the determination relates to damage within the meaning of these conditions; any reasonable costs incurred to have BV's faulty performance conform to the agreement, insofar as these can be attributed to BV; and reasonable costs incurred to prevent or limit damage, insofar as the Customer demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions. BV is in no way obliged to compensate for any trading loss, consequential damage or other indirect damage, including in particular damage due to loss of profit, expected savings or loss of data. BV is also not obliged to compensate damage due to late delivery of the BV software, the performance of work or services.
  • 8.4. The total liability of BV is limited to an amount equal to the lower of the following two amounts: EUR 1,000 or the amount equal to the total paid
  • 8.5. Any further liability of BV for damage suffered by Customer is excluded, regardless of the ground for the damage suffered, either out breach of contract, whether through tort or otherwise.
  • 8.6. The limitation of liability of BV does not apply in case of intent or gross negligence.
  • 8.7. Notwithstanding the statutory limitation periods, the limitation period of all claims and defenses against BV and BV involved in the execution of an agreement with third parties for one year.

Conditions for use of ProofMe app by end user:

9. End user usage rights

  • 9.1. After a download request or invitation to use ProofMe, an End User obtains the right to use the ProofMe software application to operate it. This right of use is an exclusive license.
  • 9.2. End users determine which data is processed and / or stored. The End User is responsible for ensuring that this information is correct and does not infringe the rights of third parties.
  • 9.3. ProofMe is not responsible for the accuracy of the data entered or processed. The information incorrectly supplied by an End User cannot be recognised as such by ProofMe and may therefore be incorrectly processed / stored.
  • 9.4. End users are obliged to carefully follow ProofMe's regulations and instructions regarding the use of software applications. If a certain action by a Customer or End User demonstrably endangers its proper functioning, ProofMe is entitled to deny or prevent access to this Customer or End User.

10. Register as an end user

  • 10.1. When an End User registers on a ProofMe website or software application, a user agreement is concluded between ProofMe and the End User for an indefinite period of time. There are no costs associated with the registration, unless otherwise determined in advance.
  • 10.2. A user agreement is concluded when the registration procedure has been completely and correctly completed by the End User.

11. Termination

  • 11.1. The End User can at any time and without ProofMe's permission terminate the user agreement by means of account deletion or uninstallation.
  • 11.2. If the End User has not logged in to a software application for more than one year, ProofMe has the right to terminate the agreement without notice.
  • 11.3. ProofMe can make a software application (unannounced) temporarily or permanently unavailable to user (s), without the end user (s) being able to derive any rights from this.

12. Operation

  • 12.1. ProofMe does not guarantee that software applications it supplies and / or manages are error-free and function without interruptions. This also applies to third-party software applications that ProofMe uses or links to.
  • 12.2. ProofMe will endeavor to repair errors in software applications within a reasonable term if the relevant defects have been reported in writing by the End User.
  • 12.3. ProofMe may postpone the repair of the defects, if necessary, until a new version of the relevant software application is put into use.
  • 12.4. The End User bears the risk of during or as a result of the use of the loss of data, documents and / or data files that has occurred.
  • 12.5. End users are responsible for the correct choice and timely and adequate availability of (tele) communication facilities.

General Terms and Conditions for Customers and end user:

13. General

  • 13.1. ProofMe will comply with its obligations under the legislation regarding the processing of personal data as a processor. ProofMe will take care of appropriate technical and organisational measures to protect personal data. The Customer and End User guarantee that all legal regulations regarding the processing of personal data, including the regulations of the General Data Protection Regulation, are observed.
  • 13.2. Dutch law applies to the agreement. The judge in the district of ProofMe or BV has exclusive jurisdiction to judge any disputes arising from the legal relationship between ProofMe or BV and the Client or ProofMe or BV and the End User.