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These are the terms and conditions of Trust Provider B.V. construed in accordance with the laws of the Netherlands and registered with the Dutch Chamber of Commerce under number 20099481 (referred to as “Trust Provider”).
All capitalized terms in these general terms and conditions, both in the singular and plural, are understood to have the meaning as described in this article.
1.1 Account: the online environment made available by Trust Provider via the Website for the purpose of enabling the Client to apply for, administer or configure Services.
1.2 Affiliated Companies: any legal entity that is controlled by one of the parties, or controls one of the parties, where ‘control’ means direct or indirect ownership of more than 50 percent of the other entity’s voting rights.
1.3 Agreement: any accepted quotation or offer of Trust Provider including any attachments thereto, these terms and conditions and, if applicable, the data processing agreement and/or security audit waiver entered into between the parties.
1.4 Client: any legal person or natural person acting in the course of its profession or business that enters into, or has entered into, an Agreement with Trust Provider.
1.5 Confidential Information: any information that is marked as confidential, or which should reasonably be regarded as confidential.
1.6 Customer Data: all data and materials provided by the Client to Trust Provider or uploaded, processed or stored using the Software, as well as all data and materials Trust Provider obtains access to in the performance of the Agreement.
1.7 Documentation: any documentation for the Software and Services developed and/or made available by Trust Provider to the Client under the Agreement.
1.8 Employees: any natural person who is or was employed or contracted by Trust Provider during the term of the Agreement.
1.9 End Users: any end users of the Software, including anyone who makes use of the Software on behalf of the Client, such as its employees or contractors engaged by it.
1.10 Intellectual Property Rights: all intellectual property rights and related rights, including in any case but not limited to copyrights, database rights, rights to domain names, business names, trade name rights, trademark rights, know-how, trade secrets, patents, model rights and neighboring rights.
1.11 Licenses: the right to use Software or Materials owned by one of the suppliers of Trust Provider or by Trust Provider itself, as further described in the Agreement.
1.12 Materials: all materials developed on behalf of, or provided to, the Client or third parties under the Agreement, such as Software, Documentation, training materials, reports, concepts, images, texts and all other intellectual creations, as well as data carriers and media on which the materials are stored.
1.13 Office Hours: the time between 9:00 to 17:00 (CET / CEST) on Monday to Friday, excluding official Dutch holidays.
1.14 Software: any software developed or provided by Trust Provider under the Agreement, which may include, among other things, websites, (web)applications and mobile applications, both in object code and source code.
1.15 Website: www.trustprovider.nl, www.trustprovider.net
2. Conclusion of the Agreement
2.1 The Agreement between the parties will enter into effect when the Client (1) creates an Account on the Website, (2) places an electronic order via its Account which is subsequently confirmed, and/or (3) accepts a quotation issued by Trust Provider.
2.2 Quotations are without obligation and are valid for 30 days after the date it was sent by Trust Provider, unless explicitly stated otherwise in the quotation.
2.3 Amounts due will be specified on the Website during the process of ordering via the Account, or in the quotation issued by Trust Provider. The description of the Services as featured on the Website or specified in the quotation will be binding.
2.4 If the quotation is based on information provided by the Client and the information proves to be incorrect, Trust Provider has the right to change its prices accordingly.
2.5 If the Client does not formally accept a quotation, but creates the impression to accept the quotation (for example by requesting Trust Provider to perform activities that are part of the quotation), the quotation shall be deemed to have been accepted.
2.6 If the acceptance (whether on minor points or not) deviates from the quotation, Trust Provider shall not be bound by it. In such case the Agreement shall not be concluded, unless Trust Provider explicitly indicates otherwise.
2.7 If the Client requests Trust Provider to provide certain Services without awaiting a formal quotation, the Client will pay for such services or activities retrospectively on the basis of actual costs, at Trust Provider’s customary rates for the specific Services.
2.8 If Trust Provider provides Software and/or Services of third parties under the Agreement (e.g. Licenses or TLS-certificates) additional terms and conditions of the relevant supplier may apply. Terms and conditions of suppliers of Trust Provider can be found on the Website and are available upon request. The Client shall be considered to have accepted the relevant terms and conditions.
2.9 The following ranking shall apply (from high to low) in the event of contradictions or inconsistencies between the provisions in the applicable documents:
a) the security audit waiver (if applicable);
b) he data processing agreement (if applicable);
c) the quotation or offer;
d) attachments to the quotation or offer;
e) additional terms and conditions of suppliers of Trust Provider (if applicable);
f) these general terms and conditions.
3. Performance of the Agreement
3.1 After the conclusion of the Agreement, Trust Provider shall use commercially reasonable endeavors to provide the Services as soon as possible within the agreed upon timeframe. Dates and schedules are estimates and shall not be regarded as final deadlines, unless explicitly indicated otherwise.
3.2 The Client is obliged to do everything that is reasonably required and desired to ensure that the Services are performed correctly in a timely manner. The Client shall, inter alia:
a) provide all information and materials of which Trust Provider indicates that it is required, or of which the Client should reasonably understand that is it necessary for the performance of the Agreement; and
b) grant Trust Provider access to all locations insofar this is necessary for the performance of the Agreement and shall provide all on-site support reasonably requested by Trust Provider.
3.3 If information and materials reasonably required for the performance of the Agreement are not at Trust Provider 's disposal or are not provided to Trust Provider in time, Trust Provider shall, without prejudice to its other rights and remedies, be entitled to suspend the performance of the Agreement.
3.4 The Client represents and warrants that information and materials provided to Trust Provider related to the performance of the Agreement are accurate, complete and up-to-date.
3.5 Trust Provider is not obliged to take into account requests of the Client related to the performance of the Agreement if, in the professional opinion of Trust Provider, the request may hamper the correct and timely provision of the Service and/or the functioning of the Software.
3.6 In the event that the Client requests services or activities that fall outside the scope of the Agreement, the Client will pay for such services or activities retrospectively on the basis of actual costs, at Trust Provider’s customary rates for the specific Services.
3.7 Trust Provider will have the right to engage third parties in the performance of the Agreement. Any related costs shall be borne by Trust Provider, unless the parties explicitly agreed otherwise.
4.1 If the Service provides, in full or in part, for Trust Provider mediating on behalf of the Client for the acquisition of one or more Licenses, or the issue of Licenses by Trust Provider itself, the provisions in this article shall apply.
4.2 All Intellectual Property Rights regarding the Software and Materials developed or made available in connection with the Agreement are vested exclusively in Trust Provider or its suppliers.
4.3 The Client solely acquires the non-exclusive and non-transferrable rights of use arising under the Agreement or those assigned in writing. In all other respects the Client will not reproduce or publish the Software or Materials. It is not permitted to:
a) make copies or use the Software or Materials in any manner that falls outside the scope of the Agreement;
b) sublicense and distribute or otherwise make available the Software or Materials to third parties without prior written consent of Trust Provider;
c) modify the Software or Materials in any way, or remove or modify any designations regarding the Intellectual Property Rights of Trust Provider or its licensors; and
d) reverse engineer, decompile or otherwise attempt to derive the source code from the Software, except to the extent permitted by mandatory law.
4.4 Trust Provider shall have the right to implement technical measures in order to protect the Software and Materials against unlawful or unauthorized use. If such measures are implemented by Trust Provider, the Client is not allowed to circumvent or remove such measures.
5. TLS certificates
5.1 If the Service provides, in full or in part, for Trust Provider mediating on behalf of the Client for the acquisition of one or more TLS certificates (or comparable digital certificates), the provisions in this article will apply.
5.2 The application and issuance of certificates depends on and is subject to the regulations and procedures applied by the supplier in aid of which Trust Provider is mediating. The relevant supplier will make a decision whether to issue the certificate and will conduct the necessary validations regarding the certificate. The Client will grant permission to this end and/or will guarantee that permission has been granted before applying for a certificate.
5.3 The certificate will be valid for the agreed upon term, unless it is revoked in the interim. Trust Provider and/or the supplier may revoke the certificate in the interim, if:
a) it becomes clear that the Client and/or third parties engaged by it have provided incorrect information in order to obtain the certificate;
b) the Client and/or third parties engaged by it have not paid the costs of obtaining the certificate or have failed to do so within the specified period; or
c) Trust Provider and/or the supplier deem that the reliability of the certificate has been compromised.
5.4 In case of revocation, the Client is not entitled to full or partial reimbursement of the costs of the certificate, unless the revocation is attributable to a failure to perform by Trust Provider that was not resolved within a reasonable timeframe. Trust Provider will then provide a new certificate that is valid for the term of the Agreement free of charge, in order to replace the certificate revoked prior to its expiration date.
5.5 Trust Provider will endeavor to notify the Client that the certificate must be renewed prior to its expiration date. However, the Client remains responsible for the timely renewal of its certificates.
6.1 In order to apply for, administer or configure certain Software and/or Services, an Account may be required. The Client can register an Account directly via the Website. Accounts are for individual use only and may not be shared by multiple End Users.
6.2 The Client must secure access to the Account by protecting the username and password against third party access. In particular the Client must keep login credentials (i.e. username and password) strictly confidential.
6.3 Trust Provider may assume that all actions undertake from the Account of the Client are authorized and supervised by the Client. The Client shall be fully liable for any actions undertaken from its Account.
6.4 If login credentials are accidentally disclosed or otherwise become known to a third party, the Client shall immediately inform Trust Provider and take all measures to prevent misuse of the Account.
7. Use of the Software
7.1 The Client represents and warrants the Software will not be used in violation of applicable law, the Agreement or any third party rights (such as Intellectual Property Rights). The Client shall indemnify and hold Trust Provider harmless from and against all claims and damages related to the aforementioned representations and warranties.
7.2 It is not permitted to use the Software in a manner that causes nuisance or hindrance for third parties and/or other clients of Trust Provider. This includes (among other things) use of personal scripts or programs for up- or downloading large amounts of data or excessively often accessing the Software.
7.3 If Trust Provider observes or is notified by a third party of any (suspected) unlawful or unauthorized use of the Software, Trust Provider shall have the right to take all reasonable measures to stop the (suspected) unlawful or unauthorized use. Trust Provider is not liable for any damage resulting therefrom.
7.4 If, in the professional opinion of Trust Provider, the continued functioning of the computer systems or network of Trust Provider is actually or under threat of being damaged or jeopardized, Trust Provider may take all steps it deems reasonably necessary to end or avert such damage or jeopardy.
7.5 The Client shall inform End Users about the contents of these general terms and conditions and shall ensure compliance therewith. The Client shall indemnify and hold Trust Provider harmless for any claims and damages resulting from any breach of these general terms and conditions by End Users.
8. Availability and maintenance
8.1 Unless parties conclude a separate service level agreement, Trust Provider cannot guarantee the availability of the Software. However, Trust Provider will make commercially reasonable endeavors to keep the Software available as much as possible.
8.2 Trust Provider will make every effort to keep the Software up to date. To this end, however, Trust Provider is partially dependent on its suppliers. Trust Provider is entitled not to install certain updates or patches if it believes installing such updates or patches will not be beneficial to the Software.
8.3 Trust Provider actively maintains the Software. Trust Provider endeavors to announce maintenance activities at least 14 days in advance via email, the Website and/or the Account.
8.4 In emergency situations (for example in case of critical vulnerabilities) direct intervention may be necessary. Emergency maintenance can be carried out at any moment and without prior notice.
8.5 Trust Provider may from time to time add or change functionalities of the Software. Suggestions and feedback of the Client are welcome, but ultimately Trust Provider decide which functionality will be added or changed.
8.6 Trust Provider shall use commercially reasonable endeavors to announce updates and upgrades that substantially affect the functionality of the Software in advance.
9.1 The Client is requested to check the Documentation before submitting a support request to Trust Provider. If the Documentation does not facilitate a solution, the Client may contact the help desk of Trust Provider via the chat function on the Website, or by submitting a request via support@Trust Provider.com or +31 (0)20 788 10 31.
9.2 The helpdesk of Trust Provider is available during Office Hours. Trust Provider endeavors to respond to help desk requests as soon as possible. However, the time needed to address the request will depend on the nature and scope of the request.
10. Customer Data
10.1 Any Customer Data remains the property of the Client or End Users. Trust Provider only obtains a non-exclusive and non-transferable right to use such Customer Data for the performance of the Agreement.
10.2 After termination or expiration of the Agreement, Trust Provider will have the right to remove or delete all Customer Data, without being obliged to provide a copy of the Customer Data to the Client. The Client is responsible for making back-ups and/or storing Customer Data on another location.
11.1 During the term of the Agreement and one year thereafter, the Client and Affiliated Companies shall not make an offer to employ or hire Employees, or have Employees perform activities in any other way (for example on the basis of a contract to perform services), directly or indirectly, without prior written consent of Trust Provider.
11.2 If the Customer in any way fails to comply with the foregoing provision, the Customer will forfeit an immediately due and payable penalty of € 15,000 per violation and € 500 for each day the violation persists, without any further act or formality being required.
11.3 The foregoing shall be without prejudice to any other rights of Trust Provider, including the right to claim performance or compensation for the damage caused by the violation.
12.1 Each party that receives Confidential Information from the other party shall protect the confidentiality by a reasonable degree of care against unauthorized disclosure for the term of this Agreement and a period of 2 years thereafter.
12.2 Confidential Information will only be provided to employees and/or (sub)contractors on a need-to-know basis. Both parties represent and warrant that employees and/or (sub)contractors who receive Confidential Information are bound to confidentiality by means of a written agreement.
12.3 Confidential Information may be disclosed in response to a valid court or other governmental order, provided that (if permitted by such order) the disclosing party is notified as soon as possible after receipt of the order and given an opportunity to seek legal redress against such disclosure.
12.4 Information which would otherwise be Confidential Information shall not be deemed confidential to the extent that the receiving party proves by written records that the information:
a) is lawfully obtained by the receiving party from sources available to the general public such as newspapers, patent databases or informative websites;
b) is lawfully obtained by the receiving party from a third party, provided that the third party does not breach any confidentiality obligation towards the disclosing party;
c) was already in the possession of the receiving party prior to the date on which it was issued by the disclosing party; or
d) was developed by the receiving party independently and without the use of any information of the disclosing party.
12.5 Upon the first request of the disclosing party as well as directly after termination of the Agreement, the receiving party shall destroy or delete all Confidential Information in its possession and report that this has been carried out.
13.1 The liability of Trust Provider for damages incurred by The Client on any ground whatsoever is limited (for each event or series of related events) to a sum equal to the payments the Client is obliged to make under the Agreement (excluding VAT).
13.2 If the Agreement is a continuing performance agreement, the liability of Trust Provider is limited (for each event or series of related events) to a sum equal to the payments the Client is obliged to make under the Agreement (excluding VAT) in the year in which the damage occurred.
13.3 The liability of Trust Provider for consequential loss, loss of earnings, missed savings, loss or leakage of data and damage due to business stagnation, is explicitly excluded. Under no circumstances will the total compensation to be paid by Trust Provider exceed a sum of € 25,000.
13.4 Any liability limitations shall not apply if and insofar the damage is the result of willful misconduct or deliberate recklessness by the management of Trust Provider.
13.5 For there to be any right to compensation, the Client must report damages to Trust Provider in writing as soon as possible after the damage has occurred. Any claim for compensation shall be barred by the mere expiry of a period of 6 months after the damage occurred.
14. Force majeure
14.1 Trust Provider will be entitled to invoke force majeure if the execution or the performance of the Agreement is, in whole or in part, temporarily or indefinitely, prevented or impeded by circumstances reasonably beyond its control.
14.2 Trust Provider shall in any case be entitled to invoke force majeure in the case of failures in the internet or telecommunications infrastructure, (distributed) denial of service or other network and hacker attacks, breach of contract by the suppliers on which Trust Provider is depended for the performance of the Agreement, riots, insurrections, domestic unrest, labor disputes, accidents, actions of government, war, fire, floods, delay in supply and restrictions on import or export.
14.3 In the event that a situation of force majeure continues for more than 3 months, both parties shall be entitled to terminate the Agreement. The parties shall not be responsible for any damages in the event of force majeure.
15. Payment conditions
15.1 Amounts due by the Client may be invoiced in advance. The Client shall pay the invoiced amounts within 30 days after the invoice date, unless explicitly agreed upon otherwise.
15.2 The Client agrees to electronic invoicing. Complaints and disputes about an invoice shall never entitle the Client to suspend payment.
15.3 When an invoice is not paid within the payment term, the Client shall be in default without the need for further notice of default. In addition to the amounts and the interest due, the Client shall be obliged to reimburse all extrajudicial and judicial costs, including the costs of lawyers, legal advisors, bailiffs and collection agencies.
15.4 When an invoice is not paid within the payment term, Trust Provider is entitled to limit or block access to the Software and to suspend its Services until all outstanding amounts have been paid in full. Trust Provider is not liable for any damage resulting therefrom.
15.5 Any amounts due to Trust Provider are payable immediately if Client applies for suspension of payments, the Client files for bankruptcy or is declared bankrupt, or the business of the Client is dissolved or terminated.
15.6 All amounts communicated by Trust Provider are in euros and exclusive of VAT and other applicable taxes, unless explicitly indicated otherwise.
16. Duration and termination
16.1 The parties enter into the Agreement for the period mentioned in the quotation or the order confirmation if the Agreement is entered into via the Website. If the quotation or order confirmation is inconclusive, the Agreement shall be deemed to be entered into for a minimum period of 1 year.
16.2 If the Agreement is a continuing performance agreement, it shall be tacitly renewed by the same period as originally agreed upon, unless one of the parties provides a written notice of termination at least 1 month prior to the renewal.
16.3 Both parties have the right to terminate an Agreement entered into for an indefinite period of time by providing a written notice of termination at least 3 months prior to termination.
16.4 Trust Provider may suspend or terminate the Agreement with immediate effect by providing a written notice to the Client in the event that the Client applies for suspension of payments, the Client files for bankruptcy or is declared bankrupt, or the business of the Client is dissolved or terminated.
16.5 If Trust Provider suspends the performance of the Agreement, it retains its rights and entitlements under applicable law and the Agreement. If the Agreement is terminated, all claims of Trust Provider become immediately due and payable.
16.6 The Client may not invoke Section 6:271 of the Dutch Civil Code.
17. Price adjustments
17.1 If a supplier of Trust Provider increases its prices for a specific product or service, Trust Provider is entitled to pass on this increase to the Client, without the Client being able to terminate the Agreement.
17.2 If the Agreement is a continuing performance agreement, Trust Provider shall have the right to change the rates applied at any time. To that end, Trust Provider will inform the Client of the rate changes by email at least 30 days in advance. In the event of a rate increase, the Client is entitled to terminate the Agreement against the date on which the new rates become effective by providing a written notice to Trust Provider within 14 days after notification of the rate increase.
17.3 Trust Provider is entitled to raise all rates agreed upon with the Client by a maximum of 2,5% per year on the 1st of January, without the Client being entitled to give notice of termination.
18.1 Trust Provider reserves the right to change or supplement these terms and conditions. Amendments also apply to Agreements already concluded, with due observance of a term of 30 days following publication of the amendment on the Website or by email. Minor changes can be implemented at any time without prior notice.
18.2 In the event the Client does not wish to accept an amendment to these terms and conditions, it may terminate the Agreement up to the date on which the new terms and conditions take effect.
19. Other provisions
19.1 The Agreement is governed by Dutch law.
19.2 Insofar as the rules of imperative law do not dictate otherwise, any disputes that may arise as a result of the Agreement shall be submitted to the competent Dutch court in the principal place of business of Trust Provider.
19.3 If any provisions in the Agreement are declared null and void, this will not affect the validity of the entire Agreement. In such case, for the purpose of replacing any such provisions, the parties will stipulate a new provision or new provisions reflecting the purport of the original Agreement as far as legally possible.
19.4 Trust Provider will be authorized to transfer its rights and obligations under the Agreement to a third party that acquires the business operations to which the Agreement is subject.
19.5 The version of any communication between the parties received or stored by Trust Provider shall be deemed the authentic version, unless Trust Provider can prove that this version is not authentic.
19.6 The parties will at all times inform each other immediately of any relevant changes in name, postal address, email address, telephone number and, if requested, bank account numbers.