Terms & Conditions

1. Definitions

• "Proofen": Proofen B.V., registered in the Netherlands, located in Hendrik-Ido-Ambacht.
• "Client": The business entity engaging Proofen for device verification services.
• "Services": Device quality verification, grading, reporting, and related services as described in the applicable service agreement.
• "Devices": Mobile phones, tablets, laptops, wearables, and other electronic devices submitted by the Client for verification.
• "Report": A Proofen verification report containing grade, photos, test results, and market data for verified devices.

2. Scope of Services

Proofen provides independent device quality verification services on a B2B basis. The Client submits batches of devices to Proofen for inspection, grading, and documentation. Proofen grades devices according to the Client's specified grading schema or, if none is provided, Proofen's standard grading criteria. Services are performed at Proofen's facility unless otherwise agreed in writing.

3. Client Obligations

• The Client shall ensure all devices submitted are legally owned or authorised for verification.
• The Client shall provide accurate device information (quantities, models, expected condition) prior to shipment.
• The Client is responsible for shipping devices to and from Proofen's facility, including insurance during transit.
• The Client shall pay all invoices within the agreed payment terms (default: 14 days net).

4. Pricing and Payment

Pricing is determined per service agreement and is quoted per device or per batch, exclusive of VAT. Proofen reserves the right to adjust pricing with 30 days written notice. Late payments may incur statutory interest as permitted under Dutch law. Proofen may suspend services if invoices remain unpaid beyond 30 days.

5. Delivery and Turnaround

Proofen aims to complete verification within 48 hours of intake, subject to batch size and complexity. Turnaround times are estimates and not binding commitments. Proofen will notify the Client of any expected delays. Reports are delivered digitally via the Proofen platform and/or email.

6. Reports and Intellectual Property

Reports are created by Proofen and may be shared by the Client with their designated buyers. The Client receives a non-exclusive licence to use and share Reports for their business purposes. Proofen retains intellectual property rights in the report format, grading methodology, and platform. The Client may not modify, white-label, or resell Reports without prior written consent from Proofen.

7. Liability

Proofen performs verifications with due care and professional diligence. However:

• Proofen's liability is limited to the value of the services performed for the specific batch in question.
• Proofen is not liable for indirect, consequential, or special damages, including lost profits or business opportunities.
• Proofen is not liable for damage to devices that occurs during transit to or from our facility.
• Market valuations included in Reports are informational and based on publicly available data. They are not guarantees of sale price.

8. Confidentiality

Both parties agree to treat all non-public business information received from the other party as confidential. This includes pricing, device data, client lists, and business processes. Confidentiality obligations survive termination of the agreement for a period of 2 years.

9. Data Protection

Proofen processes personal data in accordance with the General Data Protection Regulation (GDPR) and our Privacy Policy. Where Proofen processes personal data on behalf of the Client, a Data Processing Agreement (DPA) will be concluded as required by Article 28 GDPR.

10. Termination

Either party may terminate the agreement with 30 days written notice. Proofen may terminate immediately if the Client materially breaches these terms and fails to remedy the breach within 14 days of notification. Upon termination, the Client remains liable for all services performed up to the termination date.

11. Force Majeure

Neither party shall be liable for failure to perform due to circumstances beyond its reasonable control, including but not limited to natural disasters, government actions, pandemics, supply chain disruptions, or infrastructure failures.

12. Governing Law and Disputes

These Terms are governed by the laws of the Netherlands. Any disputes arising from or in connection with these Terms shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be submitted to the competent court in Rotterdam, the Netherlands.

13. Amendments

Proofen reserves the right to amend these Terms with 30 days written notice to the Client. Continued use of Services after the amendment date constitutes acceptance of the revised Terms.