Terms and Conditions – DocHorizon
Applicable from January 1st, 2025
Version: 1.3
Date: December 18th, 2024
Table of contents:
1. Parties involved
2. Provision of the Software and services
3. Dependencies and responsibilities
4. Handling Data
5. Rates
6. Availability
7. Liability
8. Right of use and intellectual property rights
9. Confidentiality
10. Renewal and termination
11. Disputes and applicable law
1. Parties involved
These Terms and Conditions (“Agreement”) are made and entered into as of the date thatthe DocHorizon Platform account was taken into use by and between Klippa App B.V.,with its principal place of business at Laan Corpus den Hoorn 1 in Groningen, theNetherlands (“Klippa”, “DocHorizon” or “we”) and you, the individual or entity accessing orusing the DocHorizon Platform (“you” or “User”). This Agreement sets forth the legallybinding terms and conditions for your use of the DocHorizon Platform accessible athttps://dochorizon.klippa.com/ (the “Platform”).
2. Provision of the Software and services
Klippa will use commercially reasonable efforts to make the DocHorizon Platform availableto you. However, you acknowledge that the Platform may be unavailable from time to timedue to:
Scheduled Maintenance: Klippa may perform scheduled maintenance, during which thePlatform may be temporarily unavailable. Klippa will use reasonable efforts to provideadvance notice of scheduled maintenance.
Unexpected Downtime: While Klippa strives to maintain continuous Platform availability,unexpected downtime may occur due to technical issues, third-party service disruptions, orother unforeseen circumstances. Klippa will take prompt action to address and resolve anyunexpected downtime.
Force Majeure: Klippa shall not be liable for any unavailability or interruption of thePlatform caused by events outside of Klippa’s reasonable control, such as natural disasters,power outages, or major internet disruptions.
3. Dependencies and responsibilities
You acknowledge that the performance of the DocHorizon Platform depends on variousfactors, some of which are outside of Klippa’s control. These include:
External Factors:
– The Platform relies on external factors such as internet connectivity, third-partyservices (e.g., hosting providers), and your own IT environment (e.g., your device,browser, and internet connection).
– Klippa cannot guarantee that the Platform will be available at all times or operatewithout interruptions or errors.
Data Accuracy:
– The accuracy of the results generated by the Platform depends on the quality andaccuracy of the data you upload.
– Klippa is not responsible for the content or accuracy of the data you processthrough the Platform.
Your Responsibilities:
– Ensure your IT environment is compatible with the Platform.
– Providing accurate and complete data for processing.
– Follow all applicable laws and regulations when using the Platform, including dataprotection laws.
– The security of your account credentials and any data you store or process on thePlatform.
4. Handling Data
Personal Data:
– Klippa acts as the Data Controller for personal data you provide to create andmanage your account, such as your name and email address.
– Klippa acts as the Data Processor when processing personal data contained indocuments you upload to the Platform for processing. As the Data Controller forsuch documents, you are responsible for ensuring you have a lawful basis forprocessing this data and for complying with all applicable data protectionobligations.
Data Storage:
– The DocHorizon Platform allows you to store data related to your documentprocessing activities.
– You can configure data retention periods within the Platform’s settings to controlhow long your data is stored.
– You are solely responsible for ensuring that you have a lawful basis for storing anydata on the Platform, including compliance with all applicable data protection lawsand regulations.
– Klippa is not responsible for any unauthorized access to, or loss or destruction of,your stored data, except to the extent caused by Klippa’s breach of these Termsand Conditions.
5. Rates
Pricing:
– The current fees for using the DocHorizon Platform are displayed on the Platform.
– These fees are subject to change at Klippa’s discretion. Klippa will use commerciallyreasonable efforts to provide you with notice of any material changes to the fees.
– Klippa reserves the right to implement a bespoke pricing model for specific users orservices, which may not be publicly displayed on the Platform. Such bespoke pricingwill be communicated to you separately and agreed upon in writing.
Payment Methods:
– You are free to choose your preferred payment method from the options madeavailable by Klippa on the Platform. These options may include credit card, debitcard, bank transfer, or other payment methods as indicated on the Platform.
– Klippa reserves the right to add or remove payment methods at its discretion.
– You agree to provide accurate and complete payment information and to updatesuch information promptly if it changes.
Payment Terms:
– You agree to pay all fees for the DocHorizon Platform in accordance with thepayment terms specified on the Platform or as otherwise agreed in writing.
– Unless otherwise stated, payments are due within 30 days of the invoice date.
– If payment is not received by the due date, Klippa reserves the right to:
○ Charge statutory interest on the outstanding amount, as permitted byapplicable law.
○ Suspend your access to the Platform until the outstanding balance is paid.
○ Recover collection costs, including reasonable legal fees, incurred incollecting the overdue amount.
6. Availability
Klippa will use commercially reasonable efforts to make the DocHorizon Platform availableto you. However, you understand that the Platform may be temporarily unavailable due toscheduled maintenance, unexpected technical issues, or other factors outside of Klippa’scontrol. Klippa will provide advance notice of scheduled maintenance whenever possible.
7. Liability
Klippa will use commercially reasonable efforts to provide the DocHorizon Platform andfulfill its obligations under these Terms and Conditions. However, Klippa’s liability for anydamages arising from your use of the Platform, whether based on breach of contract,negligence, or any other legal theory, is limited as follows:
– Klippa’s total liability is limited to the amount of fees you paid to Klippa for thePlatform in the 12 months preceding the event giving rise to the claim.
– Klippa is not liable for any indirect, consequential, incidental, special, or punitivedamages, including lost profits, lost data, or business interruption, even if Klippawas aware of the possibility of such damages.
Disclaimer of Warranties:
– The DocHorizon Platform is provided “as is” without warranty of any kind, expressor implied, including but not limited to the implied warranties of merchantability,fitness for a particular purpose, and non-infringement. Klippa does not warrant thatthe Platform will be uninterrupted or error-free, or that any defects will becorrected.
Notice of Claims:
– To make a claim against Klippa, you must notify Klippa in writing as soon aspossible after the event giving rise to the claim. The notice must include a detaileddescription of the claim. Any claim against Klippa will be extinguished unless youinitiate legal action within 12 months of the date the claim arose.
8. Right of use and intellectual property rights
Klippa (or its licensors) owns the intellectual property rights in the DocHorizon Platform,including the software, designs, documentation, and any related materials.
Limited License:
– Klippa grants you a non-exclusive, non-transferable, limited license to use thePlatform for your own business purposes. This license allows you to access and usethe Platform’s features as described in these Terms and Conditions.
– You may not sublicense, resell, or otherwise distribute the Platform or any part of it.
– You may not modify, reverse engineer, or attempt to extract the source code of thePlatform.
Acceptable Use:
– You agree to use the Platform only for lawful purposes and in compliance with allapplicable laws and regulations.
– You are responsible for the content and data you process through the Platform.
Infringement Indemnity:
– Klippa will defend you against any claims from third parties alleging that thePlatform infringes their intellectual property rights.
– If such a claim arises, you must promptly notify Klippa in writing and provide Klippawith all necessary information and cooperation.
– Klippa’s liability under this indemnity is limited to the amount of fees you paid toKlippa for the Platform in the 12 months preceding the claim.
9. Confidentiality
Confidentiality:
– Both you and Klippa agree to keep confidential all information received from theother party in connection with these Terms and Conditions and the DocHorizonPlatform. This includes information about the Platform’s functionality, pricing, andany other non-public information.
– You may only disclose confidential information to your employees or contractorswho need to know the information to use the Platform for your business purposes.
– Confidential information does not include information that:
○ Was already publicly known.
○ Becomes publicly known through no fault of yours.
○ You are required to disclose by law.
Your Data:
– You retain ownership of all data you upload or process through the Platform.
– Klippa may use your data in anonymized form for the purpose of providing andimproving the Platform, complying with legal obligations, and as otherwisepermitted by these Terms and Conditions and our Privacy Policy.
10. Renewal and termination
These Terms and Conditions will remain in effect for as long as you use theDocHorizon Platform.
Termination:
– By You: You may terminate these Terms and Conditions by closing youraccount through the account settings on the Platform.
– By Klippa: Klippa may terminate these Terms and Conditions orsuspend your access to the Platform at any time for any reason,including:
○ Breach of these Terms and Conditions.
○ Non-payment of fees.
○ Discontinuation of the Platform or a particular service.
– Notice of Termination: Klippa will use commercially reasonableefforts to provide you with notice of termination, but Klippa reservesthe right to terminate immediately in certain circumstances, such as forsecurity or legal reasons.
Effect of Termination:
– Upon termination of these Terms and Conditions, your right to use theDocHorizon Platform will immediately cease.
– You will remain responsible for any unpaid fees or other obligationsincurred prior to termination.
– Klippa may delete your account and any data associated with it upontermination.
Updates:
– Klippa may update these Terms and Conditions from time to time. Wewill post any changes on the Platform and notify you by email orthrough the Platform. Your continued use of the Platform following theposting of revised Terms and Conditions constitutes your acceptance ofthe changes.
11. Disputes and applicable law
Governing Law:
– These Terms and Conditions are governed by and construed in accordance with thelaws of the Netherlands, excluding its conflict of laws rules.
– The United Nations Convention on Contracts for the International Sale of Goods(CISG) does not apply.
Dispute Resolution:
– If any provision of these Terms and Conditions is held to be invalid orunenforceable, such provision shall be struck and the remaining provisions shallremain in full force and effect.
– Any dispute arising out of or relating to these Terms and Conditions or your use ofthe DocHorizon Platform will be subject to the exclusive jurisdiction of thecompetent court in Groningen, the Netherlands.