Terms of service

These Terms of Service ("Terms") govern your access to and use of the Proofen dashboard and website at proofen.nl ("Service"). They are published by Proofen B.V., Dahliastraat 238, 3333 GN Zwijndrecht, The Netherlands ("Proofen", "we", "us").

Please read these Terms carefully. By creating an account or using the Service, you confirm that you have read, understood, and agreed to these Terms on behalf of yourself and, where applicable, the organisation you represent.

If you do not agree, do not use the Service.

1. Who may use the service

1.1 The Service is intended exclusively for business users. By registering, you represent and warrant that:

• (a) you are acting in the course of your professional or commercial activity;
• (b) you have authority to bind the organisation on whose behalf you are registering;
• (c) you are at least 18 years of age; and
• (d) your use of the Service does not violate any applicable law or regulation.

1.2 The Service is not available to consumers (natural persons acting outside the course of a trade or profession). Consumer protection law does not apply to these Terms.

1.3 Access to the Service may be subject to a passcode or invitation. Sharing access credentials or a passcode with unauthorised third parties is prohibited.

2. Relationship to the master agreement

2.1If your organisation has entered into a Master Lease and Services Agreement ("MSA") with Proofen, these Terms are incorporated into and form part of that agreement. In the event of a conflict between these Terms and the MSA, the MSA takes precedence.

2.2 If your organisation has not yet signed an MSA, these Terms govern your use of the Service until an MSA is executed or access is terminated.

3. Account registration and security

3.1 You must provide accurate and complete information when registering an account. You are responsible for keeping your registration details up to date.

3.2 You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must not share your password or session with any other person.

3.3 You must notify us immediately at [email protected] if you become aware of any unauthorised use of your account or any other security breach.

3.4 We reserve the right to disable any account where we have reason to believe that credentials have been compromised or that these Terms have been violated.

4. Acceptable use

4.1You may use the Service only for its intended purpose: managing device grading operations, viewing grading reports, and administering your organisation's relationship with Proofen.

4.2 You must not:

• (a) use the Service in any way that violates applicable law, regulation, or third-party rights;
• (b) attempt to gain unauthorised access to any part of the Service, its underlying systems, or data belonging to other users;
• (c) reverse-engineer, decompile, or disassemble any software component of the Service;
• (d) copy, scrape, crawl, or systematically extract data from the Service by automated means without our prior written consent;
• (e) transmit viruses, malicious code, or any other content designed to interfere with the integrity or performance of the Service;
• (f) use the Service to process personal data in a manner that violates applicable data-protection law;
• (g) impersonate any person or entity, or misrepresent your affiliation with any organisation;
• (h) use the Service to compete with Proofen or to develop a competing product or service.

4.3 We reserve the right to investigate suspected violations of this Article and to take any action we deem appropriate, including suspending or terminating access without notice where necessary to protect the Service or other users.

5. Intellectual property

5.1 The Service, including its software, algorithms, visual design, grading methodology, and documentation, is owned by Proofen and its licensors. Nothing in these Terms grants you any right, title, or interest in the Service beyond the limited right to use it as described here.

5.2You retain ownership of data that your organisation uploads to or generates through the Service ("Your Data"). By using the Service, you grant Proofen a limited, non-exclusive licence to process Your Data solely to provide the Service and as described in our Privacy Policy and any applicable Data Processing Agreement.

5.3You may not use Proofen's name, logo, or trademarks without our prior written consent.

6. Availability and updates

6.1 We aim to provide a reliable service, but we do not guarantee uninterrupted or error-free access to the Service outside the uptime commitments contained in the Service Level Agreement (where one applies to your organisation).

6.2 We may modify, update, or discontinue features of the Service at any time. Where a modification materially reduces the functionality available to your organisation under an MSA, we will provide reasonable notice.

6.3 We may perform maintenance that temporarily interrupts access. We will aim to carry out maintenance outside of Business Hours and will provide advance notice where reasonably practicable.

7. Data and privacy

7.1 Our collection and use of personal data in connection with the Service is described in our Privacy Policy, available at proofen.nl/privacy-policy.

7.2 Where your organisation provides us with personal data about its employees, customers, or other individuals in connection with device grading operations, we process that data as a processor on your behalf under the terms of our Data Processing Agreement.

8. Limitation of liability

8.1 To the maximum extent permitted by Dutch law, Proofen is not liable for:

• (a) indirect or consequential loss, including loss of profit, revenue, business opportunity, goodwill, or data;
• (b) loss or damage arising from your failure to maintain adequate security over your account credentials;
• (c) interruptions to the Service caused by events outside our reasonable control.

8.2 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under Dutch law.

8.3 Where your organisation has signed an MSA, the liability provisions in the MSA take precedence over this Article.

9. Suspension and termination

9.1 We may suspend or terminate your access to the Service immediately and without notice if:

• (a) you breach these Terms and fail to remedy the breach within 5 Business Days of written notice (where the breach is capable of remedy);
• (b) you breach these Terms in a way that is not capable of remedy;
• (c) we are required to do so by law or a competent authority;
• (d) your organisation's MSA is terminated.

9.2 On termination, your right to access the Service ceases immediately. We will retain Your Data for 90 days after termination and will provide an export upon written request received within that period. After 90 days, Your Data will be deleted.

9.3 You may stop using the Service at any time. If you wish to close your account, contact [email protected].

10. Changes to these terms

10.1We may update these Terms from time to time. We will give registered users at least 14 days' written notice of any material change before it takes effect.

10.2 If you do not accept the updated Terms, you may stop using the Service before the change takes effect. Continued use after that date constitutes acceptance of the updated Terms.

11. Governing law and disputes

11.1 These Terms are governed by Dutch law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

11.2 Any dispute arising from or in connection with these Terms shall be submitted exclusively to the competent court in Rotterdam, The Netherlands.

12. Miscellaneous

12.1 If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force.

12.2 Our failure to enforce any right under these Terms does not constitute a waiver of that right.

12.3 You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights to an affiliate or in connection with a merger, acquisition, or sale of assets.

12.4 These Terms, together with our Privacy Policy, Cookie Policy, and any applicable MSA, constitute the entire agreement between you and Proofen regarding the Service.