Clause 1 Introduction
1.1 These terms of service (“Terms”) govern your access to, and use of the Evidoo dashboard owned and operated by Innovative Solutions in Media (ISM) B.V., and any other software, tools or services provided by us in connection with this service (collectively, the “Service”).
1.2 In these Terms, “you” or “your”, refers to the individual, organization or company (you represent) that concludes an agreement with us in respect of the Service (“Agreement”). In these Terms, “we”, “us” or “our” refers to the entity as mentioned in paragraph 1.1.
1.3 These Terms apply to all our offers in respect of the Service and the performance of Agreements by us or in our name and the conclusion and performance of any (future) Agreements with you. The applicability of any conditions stipulated by you now or in the future is hereby expressly excluded. Deviations from and additions to the Terms shall only be valid and binding if we have accepted those expressly in writing.
1.4 If any provision of the Agreement is null and void or is annulled, the remaining provisions of the Terms will stay in full force and effect. We will then replace the null and void or annulled provisions by new provisions, whereby the purpose and purport of the null and void or annulled provision will be taken into account as much as possible.
Clause 2 your Subscription
2.1 Our Evidoo Service is provided on the basis of a subscription (“Subscription”) and made accessible through the Internet (software-as-a-service) via our website www.evidoo.io (“Website”). Features, services, and functionalities included in your Subscription may vary and are as indicated in the Agreement.
2.2 The Agreement for a Subscription is concluded upon approval of our offer for the Service. Offers by means of a quotation are valid for a period of fourteen days unless mentioned otherwise.
Clause 3 Account
3.1 After conclusion of the Agreement and for the agreed term, we will provide you (access to) an online account (“Account”) to be used for accessing the Service. We will provide you with login details for your Account and you are required to change the provided standard password as soon as possible within the Service.
3.2 Please do note that you are not authorized to make the Service available for the benefit of third parties outside your organization without our explicit written approval, as the Service is provided to you and may only be used by you for your own internal business purposes. You may not rent, sell, sublicense, or otherwise enable third parties to use the Service for their own purposes and benefits. Accounts are strictly personal and may not be shared with other persons in or outside your organization.
3.3 We are not responsible for misuse of your Account and may assume that any user logged in to your Account is an authorized user. We may trust that all actions performed within your Account are performed under your direction, supervision and with your approval.
3.4 If any login credentials are (presumably) lost or leaked, you shall immediately take all available measures reasonably necessary, desirable, and possible to prevent misuse of the Account. These measures may include, for example, changing the associated password. In any case, you will immediately report this to us so that any additional measures can be taken to prevent misuse of the Account.
3.5 You agree to keep the information in your Account up to date. In case of any changes that are relevant for us to become aware of, you shall promptly update the outdated information.
Clause 4 Provision of the Service
4.1 We will make reasonable efforts to provide you with continued access to the Service during the term of the Agreement and will do so with due observance of reasonable care and expertise. We will make reasonable efforts to ensure a significant uptime of the Service, although we do not guarantee that the Service will be uninterrupted or error free.
4.2 From time to time, we may perform maintenance and make changes to the Service in the form of updates or upgrades. Such updates or upgrades may result in a change or loss in the functionality of the Service. Suggestions from you in this respect are always welcome, but in the end, we may solely determine which changes will be made. We may inform you in writing in advance on changes that we find relevant for you to become aware of.
4.3 The performance of maintenance-related activities may result in interruptions in the availability of the Service. Where foreseeable, we may notify you on this in writing in advance but are not required to do so. In any case, we will use reasonable efforts to ensure that maintenance-related activities are performed as quickly as possible.
4.4 Information on how to use our Service may be made available by us, for example by means of documentation made available on our Website. The Service is provided without any other support from us, unless mentioned otherwise.
Clause 5 Restrictions
5.1 You are prohibited to use the Service in a manner that is violating the Agreement or any applicable laws and regulations.
5.2 You are not allowed to extract (in any form) data and information we make available to you within the Service.
5.3 You shall not use the Service in a manner that may cause hindrance or loss and/or damage to us or any third party.
5.4 If we determine that you have violated the Agreement or applicable laws and regulations or if we have received a complaint from a third party of the same, we may take measures to end such violation. These measures may, without limitation, include the suspension of your access to the Service. We may recover from you any loss or damage sustained as a result of a breach of the Agreement.
Clause 6 Intellectual Property Rights
6.1 All intellectual property rights vested in the Service, including the Website, and other materials developed and/or made available by us belong to us or our licensors. We solely grant you for the duration of the Agreement, a non-exclusive, non-transferable and non-sublicensable right of use with regard to the Service and the materials provided by us under the Agreement. You provide us a limited perpetual license to use your company’s name, logo, trademark, and your general business description for reasonable promotional purposes related to our Service.
Clause 7 Fees and payment
7.1 Any fees, prices or amounts quoted by us are in euros and exclusive of VAT, unless stated otherwise.
7.2 Fees for Subscriptions are payable in advance per subscription billing cycle.
7.3 We are entitled to invoice electronically and may make invoices available within your Account.
7.4 We may require you to connect a payment method (“Payment Method”) to your Account to allow us to collect the applicable fees from such Payment Method. Accepted Payment Methods may change over time and we may at any time require you to select a different Payment Method.
7.5 If you fail to pay the fees when due or when we were not able to collect the fees from your selected Payment Method, we may block your access to the Service without notice. Fees remain payable during this period. Furthermore, you shall be in default without further notice of default being required and shall be liable for payment of the statutory commercial interest, referred to in section 6:119a of the Dutch Civil Code, on the outstanding amount, as well as any reasonable extrajudicial costs, including costs for lawyers, bailiffs and legal experts.
7.6 We are entitled to change our fees with effect of each renewal date of the Subscription and will notify you at least fourteen (14) days in advance in writing of any such changes. If you do not want to (auto) renew your Subscription under the proposed changes, you have the right to terminate your Subscription by deactivating auto-renewal within your Account, by lack whereof you shall be deemed to have accepted the proposed changes.
Clause 8 Liability
8.1 Our liability for damages resulting from any breach of the Agreement, whether in tort or otherwise, is per event (whereby a series of consecutive events is regarded as a single event) limited to the amount (excluding VAT) we have received from you in respect of the Service over a period of two (2) months preceding the (first) damaging event. In case no payment has been received in the aforementioned period, this amount will be capped at one hundred euros. Our annual maximum liability is capped at ten thousand euros. To the maximum extent permitted by law, we cannot be held liable for lost profits, lost revenue, missed savings, loss of (business) data and damage due to business stagnation.
8.2 Our liability for an attributable failure to perform the Agreement only arises if you give us prompt and proper written notice of default, giving us a reasonable time period to remedy the default, and we continue to fail to perform our obligations even after that time period has elapsed. The notice of default must contain a description of the breach as detailed as possible, so that we are able to respond adequately. Any right to claim compensation is at all times subject to the condition that you have notified us of the loss and/or damage in writing within no more than thirty days of your discovery.
8.3 Any limitation of liability as included in the Agreement shall lapse if and insofar the damage is the result of intent or deliberate recklessness on the part of our management personnel.
Clause 9 Force majeure
9.1 We cannot be obliged to perform any obligation under the Agreement if the performance is prevented due to force majeure. We are not liable for any loss and/or damage due to force majeure. Force majeure is considered to exist, without limitation, in case of power outages, Internet failures, telecommunication infrastructure failures, network attacks (including D(DOS) attacks), attacks by malware or other harmful software, civil commotion, natural disaster, terror, mobilization, war, import and export barriers, strikes, stagnation in supplies, fire, floods and global pandemics.
9.2 If a force majeure situation has lasted for more than thirty (30) days, we will both be entitled to give notice to terminate (ontbinden) the Agreement in writing with immediate effect.
Clause 10 Term and termination
10.1 Unless agreed otherwise, Agreements for Subscriptions are concluded for a 12-month period and Subscriptions will renew automatically for periods of the same length until the Subscription is terminated in accordance with the applicable terms for termination.
10.2 You can terminate (opzeggen) the Agreement for your Subscription by deactivating auto-renewal within your Account. The Agreement for your Subscription will then terminate at the end of the then applicable subscription term. We are also entitled to deactivate auto-renewal and will notify you when we do so.
10.3 Termination of the Agreement, irrespective of the reason for termination, will in no case affect any amounts owed or payable to us by you under the Agreement. Furthermore, termination or expiry of the Agreement will in no case result in restitution of any amounts paid by you to us under the Agreement.
10.4 In the event that the Agreement is terminated, any amounts owed by you to us will become immediately due and payable, irrespective of the reason for the termination.
Clause 11 Amendments
11.1 We may amend these Terms at any time. We will announce changes to you in writing at least fourteen (14) days before the date they take effect, to enable you to take note of them. If you do not wish to accept the proposed changes, you may give written notice to terminate the Agreement until the effective date of the amended Terms. Use of the Service after the effective date shall constitute your acceptance of the amended Terms.
Clause 12 Miscellaneous
12.1 This Agreement is governed exclusively by Dutch law. Any dispute in connection with or rising from the Agreement will be submitted to the competent court in the Netherlands in the district where we are legally established.
12.2 Where in these Terms “written” or “in writing” is used, this also includes email communication and communication via the Service, provided that the identity of the sender and the integrity of the message can be adequately established.
12.3 The version of any communication of information as recorded by us will be deemed to be authentic and correct unless you supply proof to the contrary.
12.4 You are not authorized to transfer and assign this Agreement or any of its rights and obligations arising therefrom to a third party without our written consent. We are authorized to transfer and assign this Agreement and all its rights and obligations arising therefrom to a third party that acquires the business operations to which this Agreement is subject, without further cooperation or approval of you being required.
12.5 The application of sections 227b (1), 227c and 271 et seq. of Book 6, and section 408 (1) of Book 7 of the Dutch Civil Code is excluded.