Your usage of the Equidam Services, provided by Equidam B.V. (henceforth referred to as “Equidam”), located at Marconistraat 16, 3029AK, Rotterdam, the Netherlands, registered in the Netherlands at the Chamber of Commerce in Rotterdam under number 58533451, is governed by the following Terms and Conditions. In order to use the Equidam Services, you need to agree to the Terms. Equidam reserves the right to amend these Terms and Conditions at all times, with or without a prior notice. This Agreement constitutes a binding legal agreement between you and Equidam, governed by the laws of the Netherlands.
- 1.1 The following Terms and Conditions apply to all agreements between the (end)user (hereinafter referred to as “You”) and Equidam, unless otherwise agreed to and provided for in writing.
- 1.2 The Equidam website, mobile website or application will be jointly referred to as “Equidam.com”.
- 1.4 By using the online tool on Equidam.com or on a third-party website through the Equidam Get Started Iframe, You agree to be bound by the Terms and Conditions set out herein (the “Terms”). Please make sure You have read and understood the Terms before using the online tool. If you do not agree these Terms,then you should not make use of the Equidam Services.
- 1.5 Unless otherwise stated in the Terms, where the Order Confirmation conflicts with the Terms, the Terms shall take precedence. Unless the Terms are in conflict with a separate contract between You and Equidam, then this latter contract shall take precedence.
- 1.6 We reserve the right to amend the Terms from time to time without prior notice to You. The version of the Terms that will apply to your transaction will be the one that was available on Equidam.com at the time when You finished completing the online tool.
- 2.1 Agreement: the agreement that Equidam concludes with the visitor of Equidam.com, which is governed by these Terms and Conditions.
- 2.2 Services, also known as the Assessment Tools: the services supplied by Equidam to the (end)user, consisting of the use of and access to the Equidam platform, maintenance, updates and support in the use of the software. The services provided by Equidam include the analysis of User data that the (end)user can access via the Equidam Dashboard. Each analysis is formed by three components: Input Section, Equidam Algorithm and Analysis Report.
- 2.2.1 Input Section: the page(s) on the Equidam Dashboard for the collection of the User data. User data refers to all the information (in the broadest sense) required from the (end)user for the performance of the analysis conducted via the Assessment Tools. The required information refers to (but is not limited to) the User personal and Company Data.
- 2.2.2 Equidam Algorithm: the proprietary technology used for processing and analyzing the User data and generating the Analysis Report.
- 2.2.3 Analysis Report: the summary of the results generated by the Equidam Algorithm. The report is visualized on the Equidam Dashboard and is available to download. In addition to the results generated by the Equidam Algorithm, the Report may contain the User Personal and Company Data, as well as marks and other branding signs of Equidam that are subject to copyright protection.
- 2.3 Company Data: all the information (in the broadest sense) provided by the (end)user and uploaded on the Equidam Platform via the Equidam Dashboard that is required in order to make use of the Assessment Tools. This data may refer to (but is not limited to) the business idea, the business plan, the earnings model, the people involved, the past and future financial performance, fundraising plan, the corporate structure, the intellectual properties and any other relevant elements necessary for the use of the Assessment Tools.
- 2.4 Content: all information (in the broadest sense) available on the Equidam Platform and Equidam website in any form.
- 2.5 Downloadable Analyses: the Analysis Report and any other material available for download to the (end)user via the Equidam Dashboard.
- 2.6 Equidam Dashboard: the personal page of the (end)user on the Equidam Platform, where he or she has access to the use of the Assessment Tools by uploading the required Company Data via the Input Section.
- 2.7 Equidam Platform: the platform made available by Equidam to let the (end)user have access to the use of the Assessment Tools as well as to any other service or product offered by Equidam. The Equidam Platform provides the framework within which the (end)user may upload Personal and Company Data and has access to the payment, reporting and downloading systems of Equidam.
- 2.8 Equidam website: the homepage of Equidam forming the basis of the services offered by Equidam, which a visitor may use to construct an Equidam Dashboard and which (end)users can use to access items such as the Equidam Platform.
- 2.9 Equidam Get Started Iframe: HTML page inserted on a third-party website that allows visitors of the latter to make use of the Equidam Get Started functionality and as a result of it to create an Equidam Account and become (end)users. The Equidam Get Started functionality comprises of a short questionnaire covering the main aspects of the Input Section on the Equidam Dashboard allowing an (end)user to get a brief insight of their company value and resulting in the creation of an account of that (end)user on the Equidam Website.
- 2.10 (End)User: any natural or legal entity to whom Equidam delivers its services. A visitor becomes an (end)user by registering to the Equidam Platform and creating an Equidam Dashboard.
- 2.11 Free Account: the Account created when a visitor registers at Equidam, offered free of charge and granting access to basic Equidam functionalities.
- 2.12 Premium Account: upon the submission of an Order confirmation and transferring the first subscription payment, the (end)user concludes a subscription agreement with Equidam, whereby Equidam is obliged to provide the (end)user with an upgraded Equidam account and functionalities and the (end)user is obliged to pay the recurring subscription amount specified by Equidam.
- 2.13 Personal Data: all the information (in the broadest sense) required by visitors to the Equidam website in order to become (end)users and provided by them to Equidam via the online registration form.
3. USE OF THE SERVICES AND RESTRICTIONS
- 3.1 Equidam grants You the non-exclusive, non-sublicensable, and non-transferable right to have access to the Services offered by Equidam for the purpose of using these Services within your business and professional activities.
- 3.2 You shall not have access to the Services until You become an (end)user. In order to become an (end)user, You need to agree to these Terms and register at Equidam. As soon as this Agreement is accepted, Equidam will consider a visitor to be an (end)user who can access his or her Equidam Dashboard.
- 3.3 You shall provide Equidam with any information or assistance which has been agreed upon so that Equidam can perform its obligations under this Agreement, and shall use all reasonable endeavours to ensure that any such information provided to Equidam is complete, accurate and in the agreed format.
- 3.4 The Services made available to You are provided solely for your own internal use. You may not sell, transfer, sublicense, distribute, commercially exploit or otherwise make available to, or use for the benefit of, any of the Services. You may not include the Services in any product or service which You sell.
- 3.5 You shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means. You shall not attempt to reverse compile, disassemble, reverse-engineer all or any part of the Services. You shall not access all or any part of the Services in order to build a product or service which competes with the Services and shall not You use the Services to provide services to third parties. Use of any automated system or software to extract data from the Equidam Website, the Application or the Services (“screen scraping”) is hereby expressly prohibited.
- 3.6 During the Agreement Period You agree to not attempt gaining unauthorized access to the Services or modify the same.
- 3.7 Equidam does not guarantee You that the Services will be delivered at all times in a complete, accurate and timely manner. Shortcomings in the delivery of the Services may partially, but not exclusively, occur as a result of failures in the Internet connection. You are responsible for the hardware, software, peripherals and telecommunication connections necessary to make use of the Services, unless otherwise agreed upon in writing between You and Equidam.
- 3.8 Equidam is entitled to make changes to the Services at any time. If a change is reasonably foreseen to have significant technical or operational consequences for You as an (end)user, Equidam will use its best efforts to notify You in advance. If You continue to use the Services, You thereby indicate your consent to the changes made to the Services.
4. CREATING AN EQUIDAM ACCOUNT
- 4.1 A visitor to Equidam.com must be 18 years of age or older in order to be eligible for creating an Equidam Account.
- 4.2 The (end)user must be a person. Accounts registered by “robots” or by other automated methods are not permitted.
- 4.3 You must provide your own personal data during the Equidam Account registration process.
- 4.4 You are at all times responsible for maintaining the confidentiality of your Equidam log in credentials. Equidam cannot be held responsible in that regard.
- 4.5 You are responsible for all activities undertaken under and content placed within your Equidam account. This responsibility also applies to all the activities performed outside the Equidam Dashboard or Equidam.com having as their object the Downloadable Analyses obtained via the Equidam Dashboard.
5. FREE EQUIDAM ACCOUNT
- 5.1 When a visitor of Equidam.com creates an Equidam Account and becomes an (end)user, he or she gets direct access to the functionalities of the Free Account, which are offered free of charges by Equidam.
- 5.2 The Free Account does not expire and is available to the (end)user forever.
- 5.3 The upgrades to the Free Account are subject to the discretion of the (end)user as they only take place if and when the (end)user decides.
- 5.4 Whenever an upgrade of the Free Account takes place, the Free Account is immediately terminated.
6. PREMIUM ACCOUNT SUBSCRIPTION
- 6.1 The Premium Account is a subscription-based service offered by Equidam. You may upgrade, at any point in time, your Free Account to a Premium Account through the tab ‘Account’ on your Equidam Dashboard.
- 6.2 To execute the upgrade You need to submit an Order Confirmation and make the first payment for the Premium Account. Once You complete the payment process, You enter into a subscription agreement with Equidam for an unlimited period of time that gives You instant access to the Premium Account functionalities.
- 6.3 The Premium Account subscription renovates on a periodic and recurring basis, depending on the subscription plan You have selected (each period is called a ‘billing cycle’). The service is billed to You in advance, 24 hours before your next billing cycle commences. For example, if You started your Premium Account subscription on January 20th, your next billing cycle starts on February 20th and You will be billed 24 hours earlier, namely on February 19th. Your Premium Account subscription will automatically renew, as described above, at the end of each billing cycle, unless and until You cancel its auto-renewal through your account management page or by contacting our customer support team.
- 6.4 You may cancel your Premium Account subscription at any time and at the latest within 24 hours before your ongoing billing cycle ends, in which case You will retain access to the Premium Account functionalities until your ongoing billing cycle ends and only afterwards your account will be downgraded to the Free version.
- 6.5 The request for cancellation of your Premium Account subscription will be immediately accounted for by Equidam and You will receive a confirmation email from us within 24 business hours.
7. PAYMENT TERMS
- 7.1 All prices indicated on Equidam.com are exclusive the applicable VAT rates. The VAT rate applicable to a particular transaction will depend on where the (end)user purchasing the Equidam Services is based, and if the (end)user is a natural person or legal person with a valid VAT number.
- 7.2 Payments for the Premium Account subscription take place on a periodic and recurring basis, one day before the date on which your ongoing billing cycle ends.
- 7.3 The processing and facilitation of all payments for the Equidam Services are handled on behalf of Equidam by Adyen B.V., a Payment Service Provider.
- 7.4 You can request and download the invoices for all your subscription payments through the ‘Payment History’ button available at the ‘Account’ tab on your Equidam Dashboard. Invoices can also be provided to You per email upon request.
- 7.5 If for any reason a subscription payment is refused or charged back, your Premium Account subscription will be immediately terminated by Equidam and the termination will be communicated to You per email.
8. REFUND POLICY
- 8.1 In the eventuality of disservice or dissatisfaction of the Equidam Services, You are entitled to request a refund for your last subscription purchase within seven (7) days by following the procedure described in section 8.3 below. A refund will apply unless Equidam detects any abusive or malicious activity on your Equidam Account (abusive or malicious activity is defined as the consequent download of more than 2 Downloadable Analyses in the course of the first seven (7) days of your subscription purchase). Should You request a refund 7 or more days after your subscription purchase, the refundability of your payment depends on the sections below.
- 8.2 Given the nature of the services that Equidam offers, Equidam’s general policy is to not offer refunds for your subscription purchase 7 or more days after the date of such a purchase, unless there has been a technical or administrative error within the platform and You have been charged after having explicitly requested the cancellation of your subscription, or as required under Dutch consumer protection laws.
- 8.3 In order to request a refund, You need to complete the Equidam refund form and submit it to Equidam in accordance with the instructions provided in the form. The form can be requested any time via the in-app chat or at firstname.lastname@example.org. Upon its receipt by Equidam, your request will be processed and within 48 hours You will receive feedback on the approval (or rejection) of your request.
- 8.4 Equidam will assess each refund request taking into consideration the usage that was made of the services, the problems that You may have encountered, your overall reasoning behind making the request and the completeness of the information You have provided in the Equidam refund request form.
- 8.5 If You request a refund 7 or more days after your subscription purchase, You will not be considered as eligible for a refund if You:
- - have changed your mind about the subscription;
- - purchased the subscription by mistake;
- - do not have sufficient expertise to use the services;
- - have forgotten to terminate your subscription in due time.
- 8.6 If your refund request is approved, the refund will generally be done using the same method that you used to make the initial subscription purchase.
9. CHANGES TO THE SERVICES AND PRICES
- 9.1 Equidam reserves the right to make changes to the Equidam Website and to the Services. In such occasions, Equidam will take responsible steps to inform You of these changes with as much advance warning as possible.
- 9.2 Equidam reserves the right to make price adjustments for the usage of the Equidam Services. These price changes will be announced to (end)users within one calendar month prior to their implementation.
10. EQUIDAM OBLIGATIONS AND CONDUCT
- 10.1 All results generated by the Assessment Tools and the related Downloadable Analyses are saved and stored internally by Equidam. Equidam retains full control over these results and materials and will process them in the context of the services and products that Equidam offers.
- 10.2 Equidam will process personal and company data in the context of the services and products that Equidam offers. Equidam will process these personal data in accordance with the Dutch Personal Data Protection Act [Wet Bescherming Persoonsgegevens]. This also applies to the results generated by the Service and the related Downloadable Analyses.
11. WARRANTIES AND LIMITATION OF LIABILITY
- 11.1 The Equidam Service is not intended to be used as the sole basis for any decision-making and is based upon data which is provided by third parties, the accuracy of which it would not be possible for Equidam to guarantee. Whilst Equidam aims to maintain a quality, fully operative service at all times, the Service and third-party services are nonetheless provided on an “as is” basis without warranties of any kind, whether express or implied.
- 11.2 Equidam gives You no warranty or assurance about the contents of the Service. Whilst Equidam does endeavour to maintain the accuracy and the quality of the Service, information contained may be incorrect or out of date. Therefore any use of the Service is at your own risk.
- 11.3 Equidam disclaims all liabilities in contract, negligence, for breach of statutory duty, or under any indemnity or otherwise in connection with the Service and third-party service and shall not be liable for any indirect, or consequential loss. Equidam shall not be liable for the following types of financial loss: loss of profits, loss of earnings, loss of business or goodwill in addition to the following types of anticipated or incidental losses: loss of anticipated savings, increase in bad debt and failure to reduce bad debt.
- 11.4 Where any matter gives rise to a valid claim against Equidam, its liability shall be limited to a sum equal to the sum paid for the Services supplied under this Agreement in the year in which the claim arises.
- 11.5 Each party to this Agreement warrants that it has obtained and will continue to hold all necessary licenses, consents, permits and agreements required for it to comply with its obligations under this Agreement and for the grant of rights to the other party under this Agreement.
12. AGREEMENT DURATION AND TERMINATION
- 12.1 The Terms shall enter into force on the date when You register on Equidam.com and create an Equidam Account and shall remain in force for an indefinite period of time.
- 12.2 You may be contacted by Equidam during this Agreement period regarding new developments and products.
- 12.3 From time to time Equidam may make alterations to Equidam.com and to the online tool and in doing so will take reasonable steps to inform You of these changes with as much advance warning as possible.
- 12.4 You shall fully indemnify Equidam against all third parties costs incurred in the pursuit of payment.
- 12.5 If Equidam believes You have breached any provision of this Agreement or in the event of your insolvency or bankruptcy, Equidam may, with an immediate effect and without a notice, suspend your access to the Services and terminate this Agreement.
- 12.6 Equidam has the right to dissolve this Agreement in writing with an immediate effect and without a notice of default and/or to suspend Equidam’s obligations and/or to exclude You permanently from the Services and/or to remove the content You have published on Equidam.com or deny You access to same without prior notice if:
- 12.6.1You fail to meet the obligations pursuant to the Agreement and/or the Terms or if You fail to do so in full or on time;
- 12.6.2 after conclusion of the Agreement Equidam becomes aware of circumstances that give it good reason to fear that You will not perform your contractual obligations;
- 12.6.3 circumstances of such nature occur that would make it impossible for Equidam to perform the Agreement;
- 12.6.4 Equidam is notified that You have been involved in any way in publishing content on Equidam.com that is discriminatory, racist, vindictive, offensive or otherwise unacceptable;
- 12.6.5 Equidam is notified that You have been involved in any way whatsoever in publishing content on Equidam.com that is protected by intellectual property rights held by one or more third parties;
- 12.6.6 You have been granted or requested suspension of payments.
- 12.7 Upon termination, You must use best efforts to delete all and any part of the Services held by You in any format and You may not make any further use of the Services.
- 12.8 Upon termination clauses 3, 4, 6, 8, 9, 10, 11, 12, 13, 15, 16 shall continue with full force and effect.
- 13.1 You agree to indemnify, defend and hold Equidam, its parents, subsidiaries, affiliates, officers and employees harmless from any loss, cost, damage, claim or demand, including reasonable legal fees, made by any third party, incurred or suffered by Equidam or its parents, subsidiaries, affiliates, officers or employees in connection with your use of the Services that breaches this Agreement.
14. INTELLECTUAL PROPERTY RIGHTS
- 14.1 Except as expressly provided herein, access to the Services does not grant You any database rights or rights in the copyright, trademarks or any other intellectual property rights of Equidam or any third party.
- 14.2 The Services and everything on Equidam.com, including the Downloadable Analyses, is protected by copyright and other intellectual property rights. You are not permitted to adapt, alter, modify, reverse engineer, de-compile or otherwise interfere with any element of the Service without Equidam’s written permission. Equidam may take steps to assist identification of its Service.
- 14.3 Equidam holds various mark registrations which shall not be used without the prior written authorization of Equidam.
15. FORCE MAJEURE
- 15.1 Equidam will not be liable for a failure to perform any of its obligations under this Agreement if such a failure is caused by the occurrence of any unforeseen contingency or by circumstances beyond the reasonable control of Equidam, including but not limited to Internet outages and telecommunications outages.
- 16.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 16.2.
- 16.2 Each party may disclose the other party’s confidential information:
- 16.2.1 To its employees, officers, representatives or advisers who may need access to it for the purpose of carrying out the relevant party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses confidential information comply with this clause 16; and
- 16.2.2 As may be required by law, court order or any governmental or regulatory authority.
- 16.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement.
- 17.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain in force.
- 17.2 The terms of this Agreement, the provision of the Service and the relationship between You and Equidam shall be governed by the laws of the Netherlands. You agree irrevocably to submit to the exclusive jurisdiction of the courts of the Netherlands in Amsterdam [Ondernemingskamer]. The applicability of the United Nations Convention on Contracts for the International Sale of Goods [Weens Koopverdrag] is expressly excluded.
- 17.3 The failure of Equidam to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such a right.