Terms of Service
Govin offers a SaaS (software-as-a-service) subscription service, which empowers businesses to create a centralized governance hub on its Platform.
The subscription to and use of our Services are subject to these Terms of Service, the End User Terms and Data Protection Agreement. These set of terms apply from the date that Customer executes the order confirmation or otherwise uses any of Govin’s Services.
1.1 Govin means Govin B.V., a limited liability company with its principal place of business at Herengracht 280 (3rd floor), 1016 BX, Amsterdam, the Netherlands, registered with the Dutch Chamber of Commerce under number 83058494.
1.2 Customer means the party engaging Govin to provide the Services.
1.3 Customer Data means the material that Customer and their End Users upload, store, transmit or otherwise make available to Govin’s Platform.
1.4 DPA means Govin’s Data Protection Agreement, available via https://govin.co/data-protection-agreement and hereby incorporated into the Terms of Service by reference.
1.5 End User means the person (individual or legal entity) that is authorized by the Customer to use the Services.
1.6 EUT means Govin’s End User Terms, available via https://govin.co/end-user-terms and hereby incorporated into the Terms of Service by reference.
1.7 Sanctions means any economic, trade or financial sanctions laws, regulations, embargoes or restrictive measures imposed, enacted, administered or enforced from time to time by (a governmental institution of) the (a) European Union, (b) any EU member state, (c) United Kingdom, (d) United States of America and (e) the United Nations Security Council.
1.8 Service means Govin’s products and services, including the Platform and any other product or service that is described on the order confirmation.
1.9 Platform means Govin’s web-based governance hub, available via https://app.govin.co.
2.1 All subscriptions have a term of twelve (12) months, unless agreed otherwise in writing. The commencement date of the subscription coincides with the start of the subscription period as referred to on the invoice.
3. Payment terms
3.1 All fees are invoiced in in Euro’s. Subscription fees are invoiced in advance, whereas other fees will be invoiced monthly in arrears.
3.2 Invoices are due for payment within 15 days of the invoice date without any set-off.
3.3 In case of non-timely payment, Govin may exercise its rights to charge 1% interest (per month or part thereof) on the outstanding amount.
3.4 Any (extra-)judicial costs and expenses incurred by Govin to recover outstanding amounts will be added to the amount due and are payable in full by the Customer.
3.5 Amounts due are exclusive of VAT. The applicable VAT and any other compulsory taxes, surcharges and similar increases will be added to the rates charged by Govin.
3.6 If Customer is required to make any withholding or deduction for or on account of any tax, levy, duty or other charge, the Customer will increase the amount of the payment which leaves an amount equal to the payment that Govin would have received if no withholding or deduction had been required.
3.7 Govin is entitled to charge additional fees if upon request of Customer the scope of the agreed Services changes (e.g. upgrade of package as referred to on the order confirmation). The additional costs will be charged in accordance with Govin’s applicable rates and are in case of a subscription immediately invoiced for the remaining period of the current subscription period.
3.8 Govin is furthermore entitled to charge a fee in case of alterations to constitutional documents (on a per company basis) after initial set-up. The aforementioned fee will be calculated on the basis of time spent by Govin against a rate of EUR 100 per hour (exclusive of VAT).
3.9 After expiration of each subscription period, Govin may adjust the subscription rates for inflation and increase the subscription rates in accordance with the most recent price index figure from the consumer price index (CPI) as published by Statistics Netherlands (CBS).
4. Performance of services and use restrictions
4.1 All of Govin’s Services are rendered upon the basis of a best-efforts obligation.
4.2 Govin endeavours a reasonable availability of its Services. Software updates, maintenance and other forms of scheduled downtime will as much as possible be performed outside office hours. Govin is not liable for damages that Customer and/or its End Users may suffer due to the unavailability or interruption of its Services.
4.3 Govin provides Customer a temporary, non-exclusive, non-assignable and non-sublicensable right to use its Services for the agreed number of companies and End Users (as mentioned on the order confirmation).
4.4 Customer shall not make Govin’s services available to other (third) parties (other than End Users) without the prior written consent of Govin.
4.5 Each End User must agree to the EUT to create an account and to obtain access to the Platform. The EUT are incorporated into these terms by reference.
4.6 The use of the Platform by the Customer and its End Users is the responsibility of the Customer. Customer and its End Users may only use the Platform in accordance with applicable laws, regulations and these terms (including EUT). The Customer will not and will not permits its End Users:
- to impersonate any person or entity or otherwise misrepresent affiliation with any person or entity;
- to use the Platform in a way that violates or infringes rights of Govin or others, including but not limited to (i) data and privacy protection rights and (ii) intellectual property rights;
- to circumvent or disable any of the Platform’s security features;
- to use the Services to create or develop similar or competitive products or services;
- to remove or amend any intellectual property indications, including but not limited to copyright notices and trademarks;
- to modify, reproduce, decompile or reverse engineer the Platform;
- to use the Platform to upload, post, store, transmit, distribute or otherwise make available (i) any virus, trojan horse, spyware, malware, worms, bots, apps, plug-ins or other harmful material which may impair or disrupt the Platform or an operation of any other computer or (ii) any material that is offensive, libellous, threatening, obscene, pornographic, discriminatory or incites or promotes illegal acts.
- to engage in practises as unsolicited solicitation, advertising and spamming.
4.7 The Customer will indemnify and hold harmless Govin, its affiliated entities, directors, officers, employees and service providers against any third party claim arising out or related to violation by Customer or End Users of any term in this agreement.
5. Intellectual Property
5.1 All intellectual property rights with respect to Govin’s services are vested in Govin. This also applies to intellectual property rights relating to software updates and/or improvements, also if these updates are based on suggestions and/or feedback of Customer.
5.2 Customer acknowledges that Govin’s services shall not be considered works for hire and that its services have been developed, compiled, prepared and revised by Govin.
5.3 All intellectual property rights related to Customer Data are and will continue to be owned by Customer. Customer grants Govin a non-exclusive, worldwide, royalty-free, sublicensable license to host, use, distribute, modify, copy and translate the Customer Data to (i) provide the Services and (ii) develop and improve the Services, for example by training and enhancing Govin’s artificial intelligence models by machine learning and natural language processing technologies. Customers may opt-out for having Customer Data used for training purposes by contacting email@example.com.
6. Data Protection, Security and Authorizations
6.1 Govin may obtain personal data within the meaning of the General Data Protection Regulation (GDPR). Depending on the nature of the Services, Govin may qualify as processor or controller Personal data will be processed in accordance with applicable laws and regulations.
6.2 Govin acts as processor to the extent that personal data is processed for the (direct) execution of the order. Govin acts as controller if it processes personal data for its own purposes. The authorizations, obligations, responsibilities and liabilities related to the processing of personal data by Govin in its capacity as processor and controller are governed by a (separate) DPA, which is incorporated into these terms by reference.
7. Disclaimer and limitation of liability
7.1 Govin’s software (Software as a Service) is provided “as is” and “as available” basis. Govin does not make any representations or warranties with respect to (a) the suitability and (b) the accuracy and completeness of the information, data and content on its website and Platform. Govin does not warrant that its Services (and in particular its Platform) are free from faults or limitations. The use of the Services is at Customer’s own risk.
7.2 Govin’s Services should not be construed as legal, tax or professional advice and should not be relied on or treated as a substitute for advice. Govin is not liable for any loss that may arise from any reliance on (the content on) its Platform
7.3 Govin’s total liability due to an (i) attributable failure under the Terms of Service (including for the avoidance of doubt the DPA), (ii) unlawful act or (iii) otherwise is limited to direct damages and specifically excludes indirect and consequential damages (indirecte schade of gevolgschade), such as missed savings, loss of anticipated profits, reduced goodwill, damage to business interruptions and loss of (electronic) data. The liability to compensation for damages and losses is limited to 12 times the monthly license fee (excluding VAT) as reflected on the order confirmation and in any event not higher than the maximum amount actually paid out by the insurer of Govin.
7.4 Any claim for damages lapse one year after the date on which the Customer became aware or should reasonably have become aware of possible damage or loss and will in any event lapse after three years.
8.1 Subscriptions are tacitly renewed, unless Customer or Govin terminates the subscription in writing at least two (2) months before the end of the current subscription period.
8.2 Govin is entitled to terminate the contract if (i) Customer files for its own bankruptcy, (ii) a creditor files for the bankruptcy of Customer, (iii) Customer has been declared bankrupt or is involved in another insolvency proceeding (including suspension of payment), (iv) Customer discontinues its operations, (v) Customer is involved in a change of control, (vi) if Customer (including an End User) acts in contrary to the provisions of the Terms of Service, (vii) Customer refuses or is unable to pay the agreed fees, (viii) Customer (including an End User) is subject to Sanctions and (ix) Customer does – at the sole discretion of Govin acting reasonably – not or no longer meet Govin’s KYC policies.
8.3 Customer’s and End Users’ right to use the Services shall terminate if the subscription is not renewed. Govin shall make Customer Data available for export or download if requested within 30 days after termination of the subscription. The aforementioned request will be handled by Govin on the basis of a best effort. Govin deletes and destroys Customer Data afterwards. Govin is not liable for any damages (including loss of data) if no copies of Customer Data were retained.
9.1 Govin and Customer shall keep all information relating to the other party’s business operation(s), including for the avoidance of doubt Customer Information, confidential. The previous does not apply to information that is generally available to the public (other than as a result of acts of the other party), is obtained in good faith from a third party or to information that has been developed and/or collected independently from the other party.
9.2 For the avoidance of doubt, it is noted that in order to provide Services, Customer Information (including personal data) may (i) automatically become accessible for other End Users with similar access rights and (ii) be processed by third parties if this is necessary for the proper performance of Services. The Customer acknowledges that these disclosures (if any) do not constitute an unauthorised disclosure or a data breach within the meaning of the General Data Protection Regulation.
10. Final Provisions
10.1 This agreement is governed by Dutch law and all disputes arising out or in connection with this agreement shall be submitted to the competent court in Amsterdam, the Netherlands.
10.2 If at any time any provision of this agreement is or becomes invalid or unenforceable for whatever reason, the remainder of this agreement shall be unaffected thereby and shall remain in full force and effect. Govin and Customer will in the latter case replace the invalid or unenforceable provision with another, legally valid provision, which corresponds as much as possible to the provision that was declared non-binding.
10.3 Govin and Customer agree that documents may be signed electronically by either party and that signatures through electronic means (including DocuSign, PandaDoc or similar services) provide for a sufficiently reliable method of signing within the meaning and in accordance with Section 3:15 Dutch Civil Code.
10.4 Govin is allowed to disclose that Customer is or has been a customer/(business) partner;
10.5 The provisions relating intellectual property, data protection, limitation of liability, confidentiality and dispute settlement shall survive termination or expiration.