Terms & conditions

We are Alphacomm

And these are the general terms and conditions (T&Cs) for our services Checkmaxx, Collectmaxx, Protectmaxx and Paymaxx.

What we do

We, Alphacomm Solutions B.V. and Alphacomm B.V. offer a platform to boost your revenue and reduce open invoices (the Platform). The Platform includes a suite of tools:

• Checkmaxx: to sell digital goods like gift cards or top-ups via many different channels.
• Protectmaxx: to detect and prevent fraud.
• Collectmax: to send smart and engaging payment reminders to debtors.
• Paymaxx: to process payments for selling digital goods & services.

These tools are our Services.
You can use our APIs to integrate our tools with your e-commerce platform.

Questions about these T&Cs?
Don’t hesitate to contact your account manager.

What you’ll find in these T&Cs

Chapter 1: About these T&Cs and other agreements with you
When these terms are applicable (always) and other agreement we conclude with you.

Chapter 2: About our platform and your use of the platform
You may only use our Platform for its intended purpose, and you must keep your account safe. We will take care of maintenance and incidents.

Chapter 3: Prices and payment
You’ll pay our invoices on time. We can apply limited price changes.

Chapter 4: The use of our APIs
This chapter is only relevant if you use an API connection. You may only use the API as intended and you may not share the API keys.

Chapter 5: Termination our agreement(s)
When we both can terminate the agreements with immediate effect (only in case of trouble) and what happens after termination.

Chapter 5: The Legal Fineprint
About confidentiality, liability (= limited), IP, transfer of rights, changes to these T&Cs and applicable law.

About these T&Cs and other agreements with you

1. These T&Cs always apply‍

1.1 These T&Cs apply to every offer and agreement between you and us.
1.2 These T&Cs apply to the use of the Platform by you, your employees and others who use the Platform through your account (the Users).
1.3 If a provision in these T&Cs is invalid or unenforceable, it will be replaced by a similar provision that is valid and enforceable.

2. Other agreements with you‍

2.1 For the use of our Platform and Services, we will enter into a separate Services Agreement with you. We can also enter into a Data Processing or Joint Controller Agreement (together the Agreements or Agreement). If there is a discrepancy in the terms of an Agreement and these T&Cs, the Agreement prevails.

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About our platform and your use of the platform

3. How we execute our Services

We will execute our Services to the best of our knowledge and abilities and according to the requirements of professional practice.

4. Other agreements with you‍

4.1 We will do our best to keep the Platform and our APIs up and running 24 hours a day, 7 days a week.
4.2 Our support team is available on weekdays, excluding Dutch national holidays, from 08.30 am to 17.00 pm CET.
4.3 We are responsible for the functioning and maintenance of the Platform and the APIs. During maintenance, the Platform or the APIs may be unavailable. We will do our best to carry out maintenance activities that impact availability, outside of office hours.
4.4 We do not guarantee that the software for operating our Platform and our APIs are free of error. Please inform us immediately of any errors, bugs, or malfunctions. We will do our best to resolve your problem as quickly as possible.

5. Our response times in case of incidents‍

5.1 In case of an Incident, we will try to offer a solution or suitable work-around as soon as possible.
5.2 An Incident is a bug, prolonged downtime, a data breach or any other interruption of the availability or functionality of the Platform or APIs.
5.3 For a response to a reported Incident, we apply the following timeframes and priorities:

** ****TABLE**

6. We can make changes to the Platform‍

6.1 We can change the software operating the Platform or the APIs. This includes, but is not limited to, changing, modifying, removing, or adding certain features or functionalities of the software.
6.2 We can modify the APIs or API documentation from time to time to recover faults or to improve functionalities. If a modification changes the technical interface, we will notify you in advance.

7. Our response times in case of incidents

7.1 Only humans can use our Platform. Bots are not allowed and will be banned.
7.2 You will not do anything that can endanger the integrity of our Platform.
7.3 Scraping of data, or excessive usage, is not allowed.

8. Our response times in case of incidents‍

8.1 Users are responsible for choosing a strong password and ensuring their password remains secret. If Users have lost access or suspect that their account has been compromised, the User must report this to us as soon as possible.
8.2 The joint use of one account by multiple people is not allowed.
8.3 We have the right to (temporarily) block accounts. We only do this if we believe an account is used
in a matter that is or risks being against the law, contrary to a provision of these T&Cs or against
the integrity of our data or Services. We can also take other reasonable measures we deem adequate.

Price and Payment

9. We can change our prices‍

9.1 Our prices are excluding applicable VAT and other governmental charges or levies.
9.2 We can change our prices 1 time per year, with a maximum of 5 %. We will notify you 2 months in
advance.

10. You must pay your invoices on time‍

10.1 The payment term of our invoices is 30 days, unless stated otherwise on the invoice.
10.2 If you fail to pay our invoice on time the following applies:
          10.2.1 You will automatically be in default. A default notice is not required.
          10.2.2 We can charge the statutory (commercial) interest, from the moment the payment term expires until payment.
          10.2.3 You will pay all extrajudicial and legal costs we incur for the collection, including costs of external experts and lawyers.
          10.2.4 We can suspend or terminate your account.
10.3 You cannot offset our invoices against amounts claimed by you or owed by us to you.
10.4 Complaints about our Platform shall not suspend a payment obligation.

Terminating the agreement(s)

11. Termination‍

11.1 An Agreement between us and you will end on the date agreed upon that Agreement
11.2 An Agreement can also be terminated by any party in one of following situations:
       11.2.1 The other party commits a material breach of the Agreement concerned. If the breach can be remedied, the party in breach will be given a reasonable period to do so.
       11.2.2 The other party is declared insolvent or bankrupt, a request for bankruptcy of the party has been filed, or the other party has submitted a request for suspension of payments.
       11.2.3 The other party’s business is wound up or discontinued (in view of liquidation, dissolution or termination of the other party’s business).
       11.2.4 Force majeure of the other party that has already lasted for more than three months.

The termination notification must be in writing and has immediate effect. The terminating party does not have the obligation to compensate for any loss or damage.

12. Provisions that will remain in effect

Provisions that by their nature are meant to continue after the termination of these T&Cs or any Agreement, including but not limited to provisions on confidentiality, intellectual property and dispute resolution, shall remain in effect.

If you use our API

13. Use of our API‍

13.1 You will require any end-users using the API to comply with the applicable laws and regulations,
these T&Cs and the API documentation.
13.2 You can only use the API to embed Checkmaxx and Protectmaxx in your internal systems.
13.3 You are not allowed to:
         13.3.1 Give a copy of the API Key to a third party;
         13.3.2 sublicence the API or make it available to third parties;
         13.3.3 publish any raw datasets obtained through the API;
         13.3.4 modify or alter any personal data you have obtained through the API;
         13.3.5 misuse the API.
13.4 We have the right to suspend or cancel your API Key if we notice that you violate this article.

The Legal Fine Print

14. Confidential information remains confidential
14.1 We will both keep all Confidential Information confidential. Confidential Information is any information that is not intended for third parties. For example:

        14.1.1 Information is not confidential if a party is required by law or a court order to reveal the information.
        14.1.2 Information relating to research and development, trade secrets or business information.
        14.1.3 Personal data as referred to in the General Data Protection Regulation (GDPR).

15. You will not recruit our team members

You will not solicit, hire, or (indirectly) employ any employee of Alphacomm. This clause will remain in effect until 12 months after termination of the Agreement.

16. We own all Intellectual Property‍

16.1 We (or our licensors or suppliers) are the exclusive owners of all existing and future intellectual property, such as copyrights, trademarks, design rights, patents, source codes and know-how, which rest on the Platform, our Services, our website or are the fruits thereof.
16.2 You only get the right to use our Platform and the Services stipulated in an Agreement. You cannot claim the intellectual property rights mentioned in previous paragraph. The right to use the Platform or Services is not exclusive.
16.3 You may not transfer or (sub)license the right to use the Platform or Services.

17. We are not liable for damages‍

17.1 Unless otherwise agreed in writing between you and Alphacomm, the Platform or API is offered “as-is” and “as-available”. We make no representation or warranty of any kind with respect to the Platform and API.
17.2 We are not liable for any damages or other adverse consequences resulting from the use or inaccessibility of our Platform, Services or API.
17.3 We are not liable for data loss.
17.4 The limitations set out in this article do not apply if damage is the result of willful misconduct or gross negligence from our side.
17.5 All claims and defenses against us shall lapse 3 months after you have become aware of a fault in our Platform or Services and not reported it.
17.6 If we are liable for damages under applicable law, we are only liable for direct and actual damages. We are not liable for missed revenue, profits or opportunities or indirect damages. In each case, our liability is capped to the amount paid out by our liability insurance. If no payment is made under the insurance, our liability is limited to your monthly fee you pay for our services x 6.

18. You indemnify us for any claims or other damages

You indemnify and keep us indemnified for all claims (by third parties) including but not limited to fines, costs, damages, etc. relating to any use of the Services. This includes but is not limited to claims relating to the (personal) data that you have collected, saved or processed via our Platform or API.

19. Force Majeure

We are not liable for any damages in case of force majeure. If the force majeure takes place for a period that exceeds 60 days, the Agreement can be terminated in writing. In that case, you are not liable for payments which would become due under the Agreement after the force majeure period.
You cannot recover damages.

20. Transferring rights and obligations‍

20.1 We can assign or transfer our rights or obligations under these T&Cs or any Agreement, you give your consent in advance when accepting these T&Cs or any Agreement.
20.2 You may only assign or transfer your rights or obligations with our written approval.
20.3 this provision has effect under Dutch property law (goederenrechtelijke werking).

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21. We can change these T&Cs

We can change these T&Cs from time to time to adjust to new best practices, laws or regulations. We will inform you of such alterations after which the new T&Cs shall automatically replace the current T&Cs.

22. Severability‍

22.1 If a provision of these T&Cs or an agreement between us is (partly) invalid or unenforceable, this will
not effect the validity of the remaining provisions. We will replace the invalid provisions with a valid
provision that reflects our original intention.

23. Dutch law applies the court in Rotterdam has jurisdiction‍

23.1 These T&Cs and any Agreements between us are exclusively governed by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
23.2 In case of any dispute the court of Rotterdam, the Netherlands has exclusive jurisdiction.