Terms and Conditions

1. Definitions

1. Doublecheck, we, us: Nova Generation B.V., trading as Doublecheck, registered with the Dutch Chamber of Commerce under number 83857753, located at Praagsingel 22, The Hague, the Netherlands.
2. Customer, you: the organisation or person that enters into the Agreement with Doublecheck.
3. Service: the Doublecheck monitoring service, available at app.doublecheck.live, including endpoint checks, cloud checks, alerts and reports.
4. Account: the user account through which the Customer and its users access the Service.
5. Workspace: the environment in the Service in which the Customer manages checks, users, alert channels and billing.
6. Check: a single monitoring task configured by the Customer, such as an HTTP check or a Microsoft 365 check.
7. Credit: a prepaid balance in a Workspace from which the cost of Check runs is deducted.
8. Agreement: the agreement between Doublecheck and the Customer for the use of the Service, of which these terms, the Privacy Statement and the Data Processing Agreement form part.

2. Applicability

1. These terms apply to all offers, quotations and Agreements of Doublecheck and to all use of the Service.
2. Deviations from these terms are only valid if Doublecheck and the Customer have agreed on them explicitly and in writing.
3. The applicability of any general terms and conditions of the Customer or of third parties is explicitly rejected.

3. Account and Agreement

1. The Agreement is formed when the Customer creates an Account and accepts these terms.
2. The Service is intended for business use. By creating an Account you confirm that you act in the course of a profession or business, and that you are authorised to bind the organisation on whose behalf you use the Service.
3. The Customer keeps its login details confidential and is responsible for all use of the Service through its Accounts and Workspaces, including use by users it has invited.
4. Offers and quotations from Doublecheck are without obligation and valid for one month, unless stated otherwise.

4. The Service

1. Doublecheck performs the Service to the best of its ability and with due care. The Service is an obligation of effort, not an obligation of result.
2. Doublecheck does not guarantee that the Service is available without interruption, that every problem is detected, or that every alert arrives on time. The Service depends on third parties, such as hosting providers, Microsoft and the providers of email, SMS and chat services.
3. No service level (SLA) applies, unless agreed in writing.
4. Doublecheck may change, add or remove functionality of the Service. If a change substantially reduces functionality that the Customer uses, Doublecheck will announce it in advance where reasonably possible.
5. Doublecheck may carry out maintenance, during which the Service may be temporarily unavailable, and may engage third parties to perform the Agreement.

5. Customer responsibilities and acceptable use

1. The Customer only monitors websites, servers, domains and cloud tenants that it owns or is authorised to monitor.
2. The Customer does not use the Service to test, scan, overload or attack systems of third parties, and does not configure Checks in a way that causes nuisance or damage to others.
3. The Customer is responsible for the app registrations, permissions and credentials it provides for cloud checks, for granting them only the permissions a Check needs, and for revoking them when they are no longer needed.
4. The Customer provides correct and complete information and keeps it up to date. Extra costs caused by incorrect or late information are borne by the Customer.
5. Doublecheck may suspend Checks or Accounts that violate this article, that cause harm, or that endanger the security or stability of the Service, if possible after notifying the Customer.

6. Prices and payment

1. All prices are in euros and exclusive of VAT, unless stated otherwise.
2. The cost of the Service depends on the Checks the Customer runs. The price per Check run is shown in the Service, and cost management in the Service shows what every Check costs.
3. Depending on the billing type of the Workspace, the Customer either buys Credit in advance through our payment provider, from which the cost of Check runs is deducted, or is invoiced afterwards.
4. Invoices are payable within 14 days of the invoice date, unless stated otherwise on the invoice.
5. Doublecheck may change its prices. Price changes are announced at least 30 days before they take effect and apply to Check runs after that date. A Customer that does not accept a price change may end the Agreement before it takes effect.
6. Credit is non-refundable, unless the law requires otherwise or Doublecheck ends the Agreement for a reason other than a breach by the Customer.

7. Late payment

1. If the Customer does not pay on time, it is in default without a notice of default being required. Doublecheck may then charge the statutory commercial interest (article 6:119a Dutch Civil Code) from the day of default.
2. The Customer also owes the extrajudicial collection costs, calculated in accordance with the Dutch Decree on extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
3. Doublecheck may suspend the Service, including running Checks, until the Customer has paid.
4. In the event of liquidation, bankruptcy, attachment or suspension of payments of the Customer, all claims of Doublecheck become immediately due.
5. The Customer may not suspend its payment obligations or set them off against a claim on Doublecheck.

8. Term and termination

1. The Agreement is entered into for an indefinite period, without a minimum term.
2. The Customer may end the Agreement at any time by deleting its Workspace or Account in the Service, or by sending an email to info@doublecheck.live.
3. Doublecheck may end the Agreement with 30 days' notice. Doublecheck may end or suspend the Agreement with immediate effect if the Customer does not meet its obligations, does not pay, or is declared bankrupt or granted a suspension of payments.
4. After the Agreement ends, Doublecheck deletes the Customer's Account data and monitoring data, as described in the Privacy Statement, except for data that Doublecheck must keep by law, such as financial records.

9. Data and privacy

1. Data that the Customer enters into the Service, and the results of its Checks, remain the Customer's. Doublecheck only uses them to provide, secure and improve the Service.
2. How Doublecheck handles personal data as a controller is described in the Privacy Statement.
3. Where Doublecheck processes personal data on behalf of the Customer, for example names of mailboxes in a Microsoft 365 tenant, the Data Processing Agreement applies. It forms part of the Agreement and is accepted together with these terms.

10. Intellectual property

1. All intellectual property rights in the Service, the software, the website and the documentation remain with Doublecheck or its licensors.
2. For the duration of the Agreement, the Customer receives a non-exclusive, non-transferable right to use the Service for its own business purposes.
3. The Customer may not copy, resell, reverse engineer or otherwise exploit the Service, except where the law explicitly allows this.

11. Confidentiality

1. Both parties keep confidential all information they receive from the other party that is marked as confidential or that they should reasonably understand to be confidential.
2. This does not apply to information that was already public, that became public without a breach of this article, or that a party must disclose by law.
3. This obligation applies during the Agreement and for three years after it ends.

12. Liability

1. Doublecheck is only liable for damage suffered by the Customer if and insofar as that damage is caused by intent or deliberate recklessness of Doublecheck.
2. If Doublecheck is liable, it is only liable for direct damage arising from the performance of the Agreement. Doublecheck is never liable for indirect damage, such as consequential damage, lost profit, missed savings, lost data, or damage resulting from Checks that did not detect a problem or alerts that did not arrive or arrived late.
3. The liability of Doublecheck is limited to the amount paid out by its liability insurance in the case concerned. If no amount is paid out, liability is limited to the amounts the Customer has paid for the Service in the 12 months before the event that caused the damage.
4. The Customer indemnifies Doublecheck against claims of third parties related to the Customer's use of the Service, including claims arising from monitoring systems the Customer was not authorised to monitor.
5. Any right of the Customer to compensation expires 12 months after the event from which the liability arises, without prejudice to article 6:89 Dutch Civil Code.

13. Force majeure

1. Doublecheck is not liable for a failure to perform caused by circumstances beyond its control, in addition to article 6:75 Dutch Civil Code.
2. Such circumstances include, but are not limited to: failures of hosting, cloud, email, SMS or telecom providers; outages or changes of Microsoft APIs; power and internet outages; cyber attacks; strikes; and government measures.
3. During force majeure, the obligations of Doublecheck are suspended. If force majeure lasts longer than 30 days, either party may end the Agreement in writing, without any obligation to pay compensation.

14. Changes to these terms

1. Doublecheck may change these terms. Minor changes can be made at any time.
2. Material changes are announced at least 30 days before they take effect, by email or in the Service. A Customer that does not accept a material change may end the Agreement before it takes effect.
3. The Service may ask users to accept the new version before they continue to use it.

15. Transfer of rights

1. The Customer may not transfer its rights under the Agreement to third parties without the prior written consent of Doublecheck. This provision has effect under property law, as referred to in article 3:83(2) Dutch Civil Code.

16. Invalid provisions

1. If a provision of these terms is void or voidable, the other provisions remain in force.
2. The provision concerned is replaced by a valid provision that comes as close as possible to the intention of the original provision.

17. Governing law and competent court

1. The Agreement is governed exclusively by Dutch law.
2. The competent court in The Hague, the Netherlands, has exclusive jurisdiction over disputes between the parties, unless mandatory law provides otherwise.