Your access to and usage of the Equidam Services, provided by Equidam B.V. (henceforth referred to as “Equidam”), located at Schiedamse Vest 154, 3011BH 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 make use of 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. These Terms constitute a binding legal agreement between You and Equidam, governed by the laws of the Netherlands.
- 1.2 The Equidam website and mobile application website will be jointly referred to as “Equidam.com”.
- 1.3 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 to the Terms, you are not authorized to make use of the Equidam Services.
- 1.4 We reserve the right to amend the Terms from time to time without prior notice to You. If a change has taken place, there will be an indication at the bottom of the Terms of the date they were last revised.
- 2.2 Visitor means any person who visits Equidam.com and who can make use of the Equidam Services without becoming an (end)user.
- 2.3 (End)User means any visitor who registers to the Equidam Platform and has a personal account and a Dashboard, and who may make use of the Equidam Services and purchase the Subscription Services offered by Equidam.
- 2.4 Equidam Website means the homepage of Equidam.com and all related web pages, through which a visitor can access the Equidam Platform and Services.
- 2.5 Equidam Platform means the framework and environment made available by Equidam to visitors and to (end)users, which allows accessing and using all Services offered by Equidam.
- 2.6 Equidam Dashboard means the personal page of the (end)user on the Equidam Platform.
- 2.7 Equidam Services means the services supplied by Equidam to visitors and to (end)users, consisting of the use of and access to the Equidam platform, maintenance, updates and support in the use of the Equidam platform, access to, maintenance, updates and support in the use of the Assessment tools, and Subscription Services.
- 2.8 Assessment Tools means the analysis of data provided by the visitor or the (end)user through the Equidam Platform. Each analysis consists of three mandatory components – Input Sections, Equidam Algorithm and Analysis Result, and one optional component – Downloadable Analysis Report.
- 2.8.1 Input Sections means the page(s) on the Equidam Dashboard for the collection of visitor or (end)user data;
- 2.8.2 Equidam Algorithm means the proprietary technology used by Equidam for processing and analyzing the visitor or (end)user data and generating the Analysis Result;
- 2.8.3 Analysis Result means the result generated by the Equidam Algorithm after having processed and analyzed visitor or (end)user data;
- 2.8.4 Downloadable Analysis Report means the report containing the Analysis Result and any other data results generated by the Equidam Algorithm, and available for downloading by the (end)user through the Equidam Dashboard.
- 2.9 Visitor/(End)User Data means all the information (in the broadest sense, including both identifiable and anonymous data) provided by the visitor or the (end) user on the Equidam Platform and required for the performance of the analysis conducted by the Assessment Tools.
- 2.10 Equidam Get Started Iframe means a HTML page inserted on a third-party website that allows visitors of that website 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 from the Assessment Tools, resulting in the creation of an account of that visitor on the Equidam Platform.
- 2.11 Subscription Services means paid services offered by Equidam on the basis of a subscription agreement between the (end)user and 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 services price, which varies
- 2.12 Personal Data means all information (in the broadest sense) required by visitors in order to become (end)users and submitted 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.
- 3.2 Visitors have only limited access to the Services and may not purchase the Subscription Services offered by Equidam unless they become (end)users.
- 3.3 (End)Users have access to and are able to use the Equidam Platform, the Assessment Tools and have the right to purchase the Subscription Services offered by Equidam.
- 3.4 The Services made available to You are provided solely for your own use. You shall 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 You shall not use the Services to provide services to third parties. Use of any automated system or software to extract data from the Equidam Website or the Services (“screen scraping”) is hereby expressly prohibited.
- 3.6 During the Agreement Period You shall not attempt gaining unauthorized access to the Services or modify the same.
- 3.7 Equidam does not guarantee the complete, accurate and timely delivery of the Services at all times, since shortcomings in the delivery of the Services may partially, but not exclusively, occur as a result of failures falling outside of the control of Equidam, such as but not limited to failures in the Internet connection. Equidam cannot be held responsible with regards to the hardware, software, peripherals and telecommunication connections necessary for accessing and making 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 consequences for You, 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 is anonymous and may, optionally, create an Equidam account and become an (end)user by submitting the information required in the online account registration form.
- 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. EQUIDAM FREE PLAN
- 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 Equidam Free Plan, which are offered free of charges by Equidam.
- 5.2 The Equidam Free Plan does not expire and is available to the (end)user forever.
- 5.3 The possible upgrades to the Equidam Free Plan, namely the Equidam Basic Plan and the Equidam Pro Plan, 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 Equidam Free Plan takes place, the Free plan is immediately terminated and the Equidam account of the (end)user is upgraded to the other selected plan.
6. EQUIDAM BASIC PLAN SUBSCRIPTION
- 6.1 The Equidam Basic Plan is a subscription-based service offered by Equidam. You may upgrade, at any point in time, to the Equidam Basic Plan 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 Equidam Basic Plan. Once You complete the payment process, You enter into a subscription agreement with Equidam for an unlimited period of time, with a starting date which will depend on your current account status.
- 6.3 The Basic Plan subscription allows You, among others, to download a maximum of three (3) Downloadable Analyses in any given calendar month. This functionality does not provide for the accumulation of number of downloads, which means that if You had not made use of the maximum possible downloads in a month, the remainder does not add up to the maximum allowable downloads in the following month.
- 6.4 The Basic Plan 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 Basic Plan monthly 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 Basic Plan 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.
- 6.5 You may cancel your Basic Plan 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 Basic Plan functionalities until your ongoing billing cycle ends and only afterwards your account will be downgraded to the Free Plan.
- 6.6 The request for cancellation of your Basic Plan subscription will be immediately accounted for by Equidam and You will receive a confirmation email from us within 24 business hours.
7. EQUIDAM PRO PLAN SUBSCRIPTION
- 7.1 The Equidam Pro Plan is a subscription-based service offered by Equidam. You may upgrade, at any point in time, to the Equidam Pro Plan through the tab ‘Account’ on your Equidam Dashboard.
- 7.2 To execute the upgrade You need to submit an Order Confirmation and make the first payment for the Pro Plan. Once You complete the payment process, You enter into a subscription agreement with Equidam for an unlimited period of time, with a starting date which will depend on your current account status.
- 7.3 The Equidam Pro Plan 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 Pro Plan monthly 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 Pro Plan 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.
- 7.4 You may cancel your Equidam Pro Plan 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 Pro Plan functionalities until your ongoing billing cycle ends and only afterwards your account will be downgraded to the Equidam Free Plan.
- 7.5 The request for cancellation of your Equidam Pro Plan subscription will be immediately accounted for by Equidam and You will receive a confirmation email from us within 24 business hours.
8. SWITCHING BETWEEN PLANS AND BILLING CYCLES
- 8.1 Upgrade from Equidam Free to Equidam Basic or Equidam Pro: to execute this upgrade You need to submit an Order Confirmation and make the first payment for the Basic or Pro Plan subscription. 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 Basic or Pro Plan functionalities.
- 8.2 Upgrade from Equidam Basic to Equidam Pro: to execute this upgrade You need to submit an Order Confirmation and make the first payment for the Pro Plan. Once You complete the payment process, Your subscription agreement with Equidam for the Basic Plan is immediately terminated and You enter into a subscription agreement with Equidam for an unlimited period of time that gives You instant access to the Equidam Pro Plan functionalities. If the price of the Basic Plan subscription exceeds the price of the Pro Plan subscription, You can request the recovery of the difference from Equidam.
- 8.3 Downgrade from Equidam Pro to Equidam Basic: You can execute this downgrade through the tab ‘Account’ on your Equidam Dashboard. Once you make the downgrade selection, You need to submit an Order Confirmation and make the first payment for the Basic Plan. Once You complete the payment process, your subscription agreement with Equidam for the Pro Plan will terminate at the end of your ongoing billing cycle and only after it ends, You will enter into a subscription agreement with Equidam for an unlimited period of time that will give You access to the Equidam Basic Plan functionalities.
- 8.4 Downgrade from Equidam Pro or Equidam Basic to Equidam Free: You may downgrade your Equidam Pro or Basic Plan to the Equidam Free Plan at any time. If You want to avoid being billed for another billing cycle, you need to cancel your Equidam Pro or Equidam Basic Plan at the latest within 24 hours before your ongoing billing cycle ends, in which case You will retain access to the Pro or Basic Plan functionalities until your ongoing billing cycle ends and only afterwards your account will be downgraded to the Equidam Free Plan.
- 8.5 Change Billing Cycle: You may change the type of your current billing cycle at any time by managing the settings of your Equidam Account, submitting an Order Confirmation and making the first payment for the new billing cycle. If You select a different type of billing cycle than your current one, it will only become effective after your current billing cycle ends.
9. PAYMENT TERMS
- 9.1 All prices indicated on Equidam.com are exclusive the applicable VAT rates. The VAT rate applicable to a particular transaction will depend on your billing information.
- 9.2 Payments for the Subscription Services take place on a periodic and recurring basis, one day before the date on which your ongoing billing cycle ends.
- 9.3 The processing and facilitation of all payments for the Equidam Services are handled on behalf of Equidam by an online payment service provider.
- 9.4 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 by email upon your request.
- 9.5 If for any reason a subscription payment is unsuccessful, Equidam retains the right to terminate your subscription, taking into consideration all facts and circumstances. If your subscription is terminated by Equidam due to an unsuccessful subscription payment, the termination will be communicated to You per email.
10. REFUND POLICY
- 10.1 In the eventuality of disservice or dissatisfaction of the Equidam Services, You are entitled to request a refund for your first subscription purchase within seven (7) days after having completed the same, 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 first subscription purchase, the refundability of your subscription payment depends on the sections below.
- 10.2 Given the nature of the services that Equidam offers, Equidam’s general policy is to not offer refunds for your subscription purchase seven (7) or more days after the date of such 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.
- 10.3 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 by Equidam and 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.
- 10.4 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.
- 10.5 If You request a refund seven (7) or more days after your subscription purchase, You will not be considered as eligible for a refund in the following circumstances:
- - You have changed your mind about the subscription;
- - You have forgotten to terminate your subscription in due time;
- - You purchased the subscription by mistake;
- - You do not have sufficient expertise to use the services.
- 10.6 If your refund request is approved, the refund will generally be done using the same payment method that you used to make the initial payment for the subscription.
11. CHANGES TO THE SERVICES AND PRICES
- 11.1 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.
- 11.2 Equidam reserves the right to make price adjustments for the usage of the Equidam Services. These price changes will be announced within one calendar month prior to their implementation.
12. EQUIDAM OBLIGATIONS AND CONDUCT
- 12.1 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.
- 12.2 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.
13. WARRANTIES AND LIMITATION OF LIABILITY
- 13.1 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 provided on an “as is” basis without warranties of any kind, whether express or implied.
- 13.2 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.
- 13.3 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.
- 13.4 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.
- 13.5 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.
14. AGREEMENT DURATION AND TERMINATION
- 14.1 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.
- 14.2 You may be contacted by Equidam during this Agreement period regarding new developments and products.
- 14.3 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.
- 14.4 You shall fully indemnify Equidam against all third parties costs incurred in the pursuit of payment.
- 14.5 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.
- 14.6 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:
- 14.6.1You 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;
- 14.6.2 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;
- 14.6.3 circumstances of such nature occur that would make it impossible for Equidam to perform the Agreement;
- 14.6.4 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;
- 14.6.5 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;
- 14.6.6 You have been granted or requested suspension of payments.
- 14.7 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.
- 14.8 Upon termination clauses 3, 4, 6, 8, 9, 10, 11, 12, 13, 15, 16 shall continue with full force and effect.
- 15.1 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.
16. INTELLECTUAL PROPERTY RIGHTS
- 16.1 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.
- 16.2 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.
- 16.3 Equidam holds various mark registrations which shall not be used without the prior written authorization of Equidam.
17. FORCE MAJEURE
- 17.1 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.
- 18.1 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.
- 18.2 Each party may disclose the other party’s confidential information:
- 18.2.1 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
- 18.2.2 As may be required by law, court order or any governmental or regulatory authority.
- 18.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Agreement.
- 19.1 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.
- 19.2 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.
- 19.3 The failure of Equidam to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such a right.