Evidos B.V. Zaanenlaan 49 2023 SJ Haarlem +31(0)237370046 info@evidos.nl www.evidos.nl C.O.C.: 56686331 VAT: NL.8522.61.433.B.01 Bank: 10.12.10.256 Signhost General Terms and Conditions Version 2.0 Date: 22 October 2014 These General Terms and Conditions govern the legal relationship between Signhost (part of Evidos B.V.) and its counterparties ( Commissioning Party ). Article 1. Definitions The following applies in these conditions: 1.1. Signhost: a trademark of Evidos B.V., established in Haarlem, registered at the Chamber of Commerce under number 56686331. 1.2. The Commissioning Party: a natural or legal entity that enters into an agreement with Signhost in order to be able to use the Service. 1.3. The User: an employee of the Commissioning Party which makes use of the Service by way of the Online Portal and/or the API connection of the Commissioning Party. 1.4. Service: the Service as described on the Website and/or in the quotation, including - but not limited to - the service that enables the use of an electronic signature. 1.5. Agreement: the agreement entered into between Signhost and the Commissioning Party in which Signhost enables the Commissioning Party to use the Service. 1.6. General Terms and Conditions: these Terms and Conditions. 1.7. Party: each party in an agreement. 1.8. Website: all web pages within the domain www.ondertekenen.nl. 1.9. Online Portal: private space on the Website that is made available to the Commissioning Party after registration and that is accessible after entering the Log In details. 1.10. API connection: a connection that is made available to the Commissioning Party after registration and that enables automated use of the Service from the system at the Commissioning Party. 1.11. Log In details: the details with which Commissioning Party can identify himself on the Website. 1.12. Content: all details accessible through the Website and files of Signhost or of the Commissioning Party such as for example, but not limited to, documents. Article 2. Applicability 2.1. These General Terms and Conditions are applicable to the use of the Service and are part of each Agreement between Signhost and Commissioning Party. 2.2. Any conditions put forward by the Commissioning Party or exceptions are not part of the Agreement unless Signhost has explicitly agreed to this in writing. Article 3. Conclusion 3.1. The Commissioning Party accepts the quotation by signing it. The quotation prepared by Signhost indicates what is included in the Service and what amount is owed upon acceptance. Moreover, it is possible that Commissioning Party can place an electronic order through the Website or through the Online Portal. On the Website it will be indicated what amount will be owed and the description of the Service indicated on the Website shall also be binding. 3.2. Signhost can issue quotations and accept orders by way of the Service. 3.3. An agreement is concluded by electronic or written acceptance of the quotation.
3.4. A quotation is non-binding and valid up to 30 days after being sent by Signhost, unless indicated otherwise in the quotation. 3.5. After acceptance the Agreement can only be changed with mutual permission. 3.6. The Agreement runs from the moment the acceptance notification by the Commissioning Party is received by Signhost. Article 4. Implementation of the Service 4.1. After the conclusion of the Agreement Signhost will start with the configuration of the Service in accordance with the quotation or electronic order as soon as possible. Signhost is committed to making sure the Service is configured to the best of its efforts using due care and craftsmanship. 4.2. The Commissioning Party is obliged to enable the timely and correct configuration of the Services. In particular the Commissioning Party shall ensure that all details and facilities, which Signhost indicates are necessary or which the Commissioning Party should reasonably understand are necessary for the system and configuration of the Service, are made available to Signhost in a timely manner. 4.3. If and to the extent that the effective implementation of the Service requires this, Signhost has the right to have certain work conducted by third parties. 4.4. The Commissioning Party is obliged to do or refrain from doing all that is reasonably required and desirable to enable the timely and correct implementation of the Service. In particular the Commissioning Party shall ensure that all details, of which Signhost indicates are necessary or of which the Commissioning Party should reasonably understand are necessary for conducting the Service, are provided to Signhost in a timely manner. 4.5. Signhost has the right to (temporarily) suspend and/or limit the use of any Services provided, or only provide limited Services, if the Commissioning Party does not comply with an obligation to Signhost arising from the Agreement or violates these conditions. Article 5. Duration and termination 5.1. If the Agreement is entered into for twelve (12) months (annual subscription), the Commissioning Party can terminate the Agreement through the Online Portal with a notice period of one (1) month. In the event that the Agreement is a monthly subscription, the Commissioning Party can terminate this at the end of the month by email. If the Commissioning Party does not cancel the subscription, this is always tacitly renewed for one (1) month. Parties may deviate in writing from the duration mentioned in this paragraph of the Agreement. 5.2. If the Commissioning Party fails to comply with any of its obligations from the Agreement, Signhost has the right to terminate all Agreements made with the involved Commissioning Party without any notice or default or judicial intervention being required and without prejudice to the right of Signhost to compensation for damages, lost profits and interest. 5.3. If a party does not properly or not within a set period or otherwise fail to meet any of its obligation arising from the Agreement in a timely manner, this party is in default and the other party is entitled to dissolve the Agreement entirely or partly without notice of default, without prejudice to other rights of the terminating party and without that the terminating party being liable for damages. Article 6. Trial period 6.1. It is possible that Signhost makes the Service available to (potential) Commissioning Parties without obligation for an agreed trial period. 6.2. The provisions of these General Terms and Conditions are applicable during the period stated in Article 6.1, to the extent that parties have not agreed different conditions.
Article 7. Registration 7.1. To be able to fully use the Service, the respective Services have to be purchased and the registration, as described in Article 7.2, has to be implemented. 7.2. The Commissioning Party is bound to truthfully fill in the registration form. By registering it states to have done so. It also states that it is authorised to make use of the Website and to act in accordance with these General Terms and Conditions. 7.3. The Commissioning Party can register by filling in the appropriate electronic form in its entirety and sending it. After receipt and approval of the registration application, the Log In details will then be issued to the Commissioning Party. 7.4. Signhost issues the Log In details directly or indirectly to the Commissioning Party or User. 7.5. Signhost may assume that when logged into the Online Portal on the Website, this act is conducted by the Commissioning Party who has registered. 7.6. The Commissioning Party knows that the use and possibly abuse of its Log In details is on its own account and risk. The Commissioning Party is advised to keep its Log In details secret as much as possible. If the Commissioning Party issues its Log In details to any third parties, it is responsible for any resulting consequences. 7.7. Should Signhost, for whatsoever reason, suffer damages as a result of the Commissioning Party providing its Log In details to third parties, the Commissioning Party shall be fully liable for this. 7.8. The Commissioning Party must inform Signhost if it knows or suspects that the Log In details have been obtained by unauthorised persons. Signhost has the right to take effective measures in such cases. Article 8. Conditions of the Service 8.1. It is not allowed to use the Service in a way that violates the rights of third parties. 8.2. The Commissioning Party is responsible for the choice of the means of electronic signature made available by Signhost and the purpose for which the electronically signed document will be used. 8.3. The electronic signature, which can be added to documents using Signhost s Service, meets the legal requirements as set out in Article 3:15a paragraph 4 of the Dutch Civil Code. 8.4. The Commissioning Party is responsible for uploading, saving, storing and archiving the documents. Signhost keeps documents no longer than is necessary for the full delivery of the Service. 8.5. Moreover, the Commissioning Party is responsible for which companies / persons it sends an invitation to use an electronic signature. The Commissioning Party hereby states to have permission to be allowed to send an invitation by email to these companies / persons. 8.6. The Commissioning Party must impose at least the same obligations on any counterparties that make use of the Service as Signhost imposes upon the Commissioning Party with regard to the Service(s) made available. Signhost may require that the Commissioning Party submits proof of this. 8.7. The Commissioning Party is fully responsible for the contents of the documents. Signhost has no knowledge of the contents of the documents that are signed. Should documents uploaded with the use of the Service be incorrect and/or unlawful, the Commissioning Party is fully responsible for this. The Commissioning Party shall indemnify Signhost for claims by third parties that are based on the assertion that the documents signed by the Commissioning Party generated with the use of the Service are unlawful. 8.8. Should Signhost have a reasonable suspicion or come to the realisation that the documents, which the Commissioning Party has uploaded to the Service, are unlawful, Signhost can then take direct action to block access to the Service. In no case will Signhost be liable for damages resulting from such actions. 8.9. The Commissioning Party and its users will act and behave with a degree of care with regards to the Service that can be expected from the Commissioning Party and its users. 8.10. If the Commissioning Party or its users violate these General Terms and Conditions, Signhost has the right to deny access to the Service. 8.11. The version received or the respective communication stored by Signhost serves as proof thereof, subject to any counterproof presented by the Commissioning Party. Article 9. Prices and payment 9.1. The remuneration of the Service to be delivered by Signhost is described in the quotation or on the Website. 9.2. All prices are in Euros and exclusive of VAT and other levies imposed by the government. 9.3. All prices on the Website, brochures and other material of Signhost are subject to typing and calculation errors. No liability is accepted for the consequences of typing and calculation errors.
9.4. Signhost reserves the right to amend the rates. The changes shall be published by Signhost one (1) month before they come into force at the latest. Any Commissioning Party that does not agree with these changes is authorised to terminate the Agreement from the date on which the changes come into force up until the effective time of the change. 9.5. Notwithstanding the provisions in the previous paragraph, Signhost is entitled to annually increase the applied prices, if it concerns a subscription, in January by a maximum of 4%, without offering the Commissioning Party the right to terminate the Agreement. 9.6. If the package specifications of the Service are exceeded by the Commissioning Party, Signhost will inform the Commissioning Party accordingly. Signhost is in this case entitled to charge any excess in proportion to the package price charged to the Commissioning Party by way of an additional charge. 9.7. The Commissioning Party agrees to electronic invoicing from Signhost. 9.8. Signhost may require that the Services are paid by way of direct debit. To this effect, the Commissioning Party must authorise Signhost s right to exact this payment. 9.9. If the direct debit cannot be exacted, this will be communicated to the Commissioning Party and Signhost has the right to charge the Commissioning Party any resulting administration fees. 9.10. The Commissioning Party is at all times owed remunerations arising from this Agreement within 14 days after the date of invoice. 9.11. In the event of a late payment the Commissioning Party, in addition to the amount owed and the interest due thereon, is bound to pay full compensation of both extrajudicial as well as judicial collection fees, including the costs for lawyers, bailiffs and debt collection agencies. Moreover, the entire amount for the remaining contract period by Signhost becomes immediately due and payable and Signhost is entitled to suspend any other services that have been concluded by the Commissioning Party with Signhost. 9.12. In the event that the Commissioning Party is declared bankrupt, applies for a moratorium or the assets of the Commissioning Party are seized, the Commissioning Party deceases and furthermore goes into liquidation or is dissolved, any claim to payment is immediately due and payable. 9.13. Furthermore, in the aforementioned cases Signhost has the right to terminate or suspend the Agreement or the still not conducted section thereof without notice of default or judicial intervention, without prejudice to the right of Signhost to demand compensation for any damage that it might incur as a result. If an invoice is not paid within the payment period, Signhost is entitled to also suspend (block access to) its Services. Article 10. Resellers 10.1. If the Services provided by Signhost is (partially) intended for resale, leasing or otherwise making available against reimbursement ( Reselling ) by the Commissioning Party to its clients, the provisions in this Article apply. 10.2. In the event of Reselling, the Commissioning Party trades in its own name, on its own account, and at its own risk and is not entitled to conclude agreements for or on behalf of Signhost or to give the impression that they are an agent or representative of Signhost. 10.3. The Commissioning Party is free in the provision of its offer and prices to its clients, within the limits indicated in the quotation provided by Signhost. 10.4. The Commissioning Party must impose at least the same obligations on any counterparties that make use of the Service as Signhost imposes upon the Commissioning Party with regard to the Service(s) made available. Signhost may require that the Commissioning Party submits proof of this. 10.5. Failure to pay in a timely manner of sums owed by clients of the Commissioning Party does not relieve the Commissioning Party of its payment obligations towards Signhost.
10.6. Signhost will solely contact clients of the Commissioning Party through the Commissioning Party, unless Signhost has an urgent reason to approach these clients directly or the Commissioning Party authorises direct contact. Damage and nuisance or imminent damage or nuisance to third parties in activities conducted by clients is in any case an urgent reason. 10.7. The Commissioning Party is not entitled to use any Signhost trademark, brand name, logo or symbol in promotional or commercial communication with the objective of using the goodwill or good name of Signhost for the recruitment of clients. The Commissioning Party is however entitled to communicate in a business manner that they make use of Signhost Services. 10.8. The Commissioning Party is at all times fully liable for everything that its clients do or fail to do through the systems or network of Signhost or that of its suppliers. 10.9. In the event of termination of the Agreement due to breach of contract by the Commissioning Party, Signhost acquires the right to approach, to inform, and possibly to take over clients of the Commissioning Part. Article 11. Processing personal details 11.1. If the Commissioning Party and/or User enters personal details through the Service, both the Commissioning Party as well as Signhost fall under the Data Protection Act (Wbp), in which, in accordance with the terminology of that Law, the Commissioning Party is the person responsible and Signhost is the processor. 11.2. On the basis of the Wbp (Art. 14) the person responsible and the processor must conclude an agreement with regard to the processing of personal details by the Commissioning Party or Signhost. In the absence of a further explicitly agreed processor agreement, the provisions in this Article shall apply as an agreement for the purpose of the Wbp. 11.3. Signhost shall ensure a suitable level of security considering the risks entailed by the nature and processing of details to be protected. This only applies, however, if and to the extent that this is located in the Service or infrastructure of Signhost. 11.4. Signhost shall also ensure that everyone trading under the authority of Signhost, to the extent that the person has access to personal details the Commissioning Party is the person responsible for, only processes details commissioned by this Commissioning Party. 11.5. The Commissioning Party shall ensure that it will only enter personal details in the Service of Signhost in an entirely lawful way. 11.6. If, in the context of a legal obligation, for example on the basis of the Wbp, the Commissioning Party has to amend, remove or relinquish details stored in the Service, Signhost will be as helpful as possible. The costs for this work may be invoiced separately. Article 12. Intellectual property 12.1. All intellectual property rights on all software of the Service made available under the Agreement, including the Website, are exclusively vested in Signhost or its licensors. For the duration of the Agreement the Commissioning Party solely acquires a right of use that is non-exclusive and non-transferable and, including any powers granted under these conditions or otherwise explicitly granted. 12.2. The Commissioning Party is not allowed to remove or amend any statement regarding copyrights, brands, trademarks or other rights of intellectual property from the software. 12.3. Signhost is allowed to take technical measures to protect the software of the Service. If Signhost has secured the software using technical protection, the Commissioning Party is not allowed to remove or to circumvent this security. Article 13. Updates and security 13.1. Signhost has the right to adapt the software of the Service from time to time to improve the functionality and to repair any faults. Because the Service is delivered to several different Commissioning Parties, it is not possible to leave out any particular amendment for any single Commissioning Party. Signhost is not bound to provide any compensation for damage caused by adapting the Service. 13.2. Signhost makes use of SSL certificates for the safe transfer of details and communication on the Website.
Article 14. Maintenance 14.1. Signhost reserves the right to temporarily suspend the Service for maintenance, amendment or improvement of its Service and/or web servers. 14.2. Signhost shall try to arrange any maintenance in such a way that the Commissioning Party and its users will be hindered as little as possible. 14.3. Signhost will never be held liable for any compensation for damages suffered by the Commissioning Party as a result of any planned maintenance. Article 15. Helpdesk and complaint procedure 15.1. Information is provided to the Commissioning Party with respect to the use of the Service on the Signhost website. 15.2. The Commissioning Party can report questions and faults in a way indicated by Signhost. Signhost will endeavour to adequately answer the questions and do so within a reasonable period. 15.3. The Commissioning Party has to submit complaints in writing (in accordance with Article 19.5 this also includes email and communication by fax) to Signhost and the latter will respond to, and treat, these complaints within a reasonable period. Article 16. Force majeure 16.1. Signhost is not obliged to fulfil any obligation towards the Commissioning Party if a circumstance where Signhost has no influence over prevents fulfilment. 16.2. In the event of such force majeure including in any case faults in the telecommunication infrastructure/ internet, domestic riots, mobilisation, war, obstruction of transport, strike action, lockouts, import and export restrictions, business interruptions, stagnation in supply, fire, flooding, and breach of contracts of suppliers upon whom Signhost depends for the implementation of an agreement the implementation of the Agreement can be suspended without this resulting in any obligation to provide compensation arising. 16.3. If the situation of force majeure prevents compliance for longer than two months, both Parties are entitled to terminate the Agreement with immediate effect without any obligation to provide compensation arising as a result. Article 17. Liability 17.1. Signhost is never liable for any damage suffered by the Commissioning Party or by third parties, including but not limited to - consequential loss, loss of documents, or damage due to faults in the registration of digital signatures, planned maintenance, network problems, disclosing documents and immaterial damage. The Commissioning Party has to guarantee a back-up of its documents at all times. 17.2. The Commissioning Party shall indemnify Signhost against all claims from third parties on any grounds whatsoever concerning compensation of damages, costs or interest, related to this Agreement and/or the Service. 17.3. The previous paragraphs of this Article are not applicable if and to the extent that the respective damage is caused by intent or conscious recklessness on the part of Signhost. Article 18. Amending these conditions 18.1. Signhost reserves the right to amend or to supplement these conditions. 18.2. Changes also apply with respect to already concluded Agreements with a notice period of 30 days after disclosure of the change on the Website of Signhost or by electronic notification. Changes of minor consequence can be implemented at any time. 18.3. If the Commissioning Party does not want to accept any change in these conditions, it is entitled to terminate the Agreement at any date until the date on which the new conditions come into force. Article 19. Final provisions 19.1. These conditions shall be governed by Dutch Law.
19.2. Any change in management or legal entity will not affect the Agreement. 19.3. To the extent that the rules of mandatory law do not prescribe differently, all disputes arising regarding this agreement shall be submitted to the court in Haarlem. 19.4. If any provision in these conditions appears to be void, this shall not affect the validity of the other provisions. The invalid provision shall be replaced by a valid provision that matches the same meaning as the old provision as much as possible. 19.5. In writing in these conditions also includes email and communication by fax and the Service, provided the identity and integrity of the email or fax/service is sufficiently established. 19.6. Parties shall inform each other immediately in writing of any changes in name, postal address, email address, telephone number and, when asked, bank account number.