Terms & Conditions
GENERAL TERMS AND CONDITIONS IDENT2BE – ACCESS SERVICES
Ident2be B.V. is an internet access provider that offers various automated access services to clients for online access to locations. These General Terms and Conditions describe the conditions under which the Client can obtain access services and use the access systems of Ident2be and the Ident2be Access Management Portal.
- DEFINITIONS
In these “General Terms and Conditions,” the following terms are defined as:
Access Engine: System, including software, infrastructure, and manuals from Ident2be or its licensors, for processing and handling Access Transactions and associated messaging.
Partial Signing: Situation where Parties sign certain Modules, such as the Offer or SLA, separately without signing a Main Agreement. This signing is considered a binding agreement for the specified services and products therein, subject to these General Terms and Conditions.
Group: The group of companies within the meaning of Article 2:24b of the Dutch Civil Code, of which Ident2be is a part.
Main Agreement: The document that generally forms the basis for the contractual relationship between Ident2be and Client, in which the Parties agree to which Modules they commit.
Ident2be Plaza: Ident2be Access Management Plaza, Ident2be’s back-office system for managing location access, with associated software, infrastructure, support, reporting, downloads, and manuals.
Ident2be: Ident2be B.V., headquartered in Utrecht, registered with the Chamber of Commerce under number 81211074.
Customer: (Potential) customer of the Client who uses the Access Services with the Client.
Modules: The individual attachments that form part of the Agreement, each focused on a specific aspect of the services and obligations of the Parties. These modules include, but are not limited to, the General Terms and Conditions, the Service Level Agreement (SLA), and the Processor Agreement. Each module can be independently modified without affecting the validity of the Agreement as a whole, as specified in the Main Agreement.
Client: The (legal) person, acting in the exercise of a profession and/or business, who enters into an Agreement with Ident2be for the procurement of Access Services.
Agreement: The entire legally binding agreement between the Parties, consisting of the Main Agreement and its attachments/modules referenced therein, or, in case of Partial Signing, the signed offer, SLA, or other signed Module, including these General Terms and Conditions.
Parties: Ident2be and Client.
Peak Hours: Monday to Friday between 09:00 and 18:00.
Access Services: The access services offered by Ident2be to the Client, including the automated management of doors, barriers, lockers, toilets, turnstiles, and access to the Access Management Portal.
Access Data: Data related to an Access Transaction.
Access Transaction: Access request by the Customer processed using the Access Engine, resulting in either unlocking or keeping the lock closed.
Start Date: The date communicated in writing by Ident2be to the Client and confirmed or not disputed by the Client on which the work commences. Delivery and installation of hardware can take place before this date.
Fees: The fees owed by the Client to Ident2be.
- APPLICABILITY OF GENERAL TERMS AND CONDITIONS
2.1 These General Terms and Conditions apply to all offers and agreements where Ident2be provides services to the Client.
2.2 The applicability of purchase or other conditions of the Client is expressly excluded.
2.3 If any provision in these General Terms and Conditions is null and void or annulled, the remaining provisions will remain fully in force, and the null or annulled provision will be replaced by a provision that reflects the original intention.
2.4 Amendments to these General Terms and Conditions are only valid if expressly accepted in writing by Ident2be.
2.5 Ident2be is entitled to amend these General Terms and Conditions with three (3) months’ notice. If the Client does not agree with these changes, the Client can terminate the Agreement within thirty (30) days after notification against the date the amended General Terms and Conditions come into effect, deviating from article 3.2.
2.6 If one or more provisions of these General Terms and Conditions conflict with those in the Agreement, the provisions of the Agreement prevail.
2.7 Where “in writing” is mentioned in these General Terms and Conditions, it also includes electronic communication, provided it is reproducible.
- COMMENCEMENT, DURATION, AND TERMINATION OF THE AGREEMENT
3.1 The Agreement comes into effect (i) after written acceptance of an application by Ident2be, or (ii) after signing a Main Agreement by Ident2be and the Client, or (iii) after signing an offer or SLA by the Client, or (iv) after the Client uses the services of Ident2be.
3.2 The Agreement is a fixed-term agreement, each time for a period of a calendar year. The duration of the initial contract period depends on the Start Date of the Agreement. If the Agreement commences between January 1 and June 30, the initial contract period runs until December 31 of that same year. If the Agreement commences between July 1 and December 31, the initial contract period runs until December 31 of the following year. After the initial contract period expires, the Agreement is automatically renewed for one calendar year unless one Party terminates the Agreement in writing before the end of the initial or an extended contract period, observing a notice period of two months before the next renewal. Mid-term termination is not possible.
3.3 Either Party is entitled to terminate the Agreement in whole or in part after prior written notice of default, in which a reasonable period is given to the other Party to still properly fulfill its obligations under the Agreement if the other Party fails to meet its obligations within the specified reasonable period.
3.4 Without prejudice to the provisions elsewhere in these General Terms and Conditions, Ident2be may terminate the Agreement without notice with immediate effect, without judicial intervention, in whole or in part if:
3.4.1 Client is granted (provisional) suspension of payments, is declared bankrupt, or an application has been submitted for this;
3.4.2 Client’s business is liquidated or terminated other than for the purpose of reconstruction or merging of companies;
3.4.3 Client is a natural person, and there is a guardianship, administration, or death of the Client;
3.4.4 Client offers goods and/or services whose existence, offering, trading, possession, or use is criminal or otherwise in conflict with applicable laws and regulations;
3.4.5 The image and/or brand of Ident2be is or threatens to be damaged by the Client’s actions or omissions.
3.5 All obligations arising from the agreement for the client remain due until the end of the agreed period.
3.6 Upon termination of the Agreement, for whatever reason, the Client’s right to use the Access Engine and Ident2be AMP expires automatically.
- TRANSACTIONS
4.1 After the Agreement is concluded, Ident2be connects the Client to the Access Engine and Ident2be AMP.
4.2 Access Transactions are processed by Ident2be via the Access Engine, recorded in the database, and can be viewed in real-time in the Ident2be Access Management Plaza.
4.3 Client acknowledges that Ident2be is not a party to the legal relationship between the Client and the Customer (and will never communicate this to the Customer). Ident2be acts solely as an intermediary for processing Access Transactions.
4.4 If the Client observes any deficiencies regarding the Access Transactions and/or the Ident2be Access Management Plaza, the Client will immediately notify Ident2be in writing.
- MANAGEMENT AND MAINTENANCE
5.1 Ident2be is entitled to temporarily deactivate the Access Engine and the AMP for management and maintenance, in accordance with the SLA (if applicable). Ident2be accepts no liability for any adverse consequences that temporary deactivation may cause to the Client.
5.2 Client will be informed in advance by Ident2be about the deactivation of the Access Engine and the Ident2be Access Management Plaza, insofar as reasonably required from Ident2be, and only if the deactivation has significant consequences for the Client. Ident2be aims to carry out maintenance of the Access Engine and the Ident2be Access Management Plaza as much as possible outside Peak Hours.
- CLIENT OBLIGATIONS
6.1 Ident2be provides the Access Services only to Clients and their designated Customers. A Client may not allow third parties to use Ident2be’s Access Services unless expressly permitted under the Agreement. If a third party wishes to use the Access Services, the Client will refer this third party to Ident2be.
6.2 Client will always follow all reasonable instructions and regulations from Ident2be regarding the Access Engine and the Ident2be Access Management Plaza. Client will also timely provide all useful and necessary data or information for the proper execution of the Agreement and provide full cooperation.
Client will ensure that the information provided or to be provided by them is correct, complete, and lawfully obtained or processed. Client will also ensure that the Access Services are used in compliance with applicable laws and regulations.
6.3 Client is responsible for connecting their access points (e.g., doors, barriers) to the Access Engine and the Ident2be Access Management Plaza. Client is aware of the risks associated with the use of the internet, email, and/or automated Access Services. Client is and remains responsible for the security and operation of their own access points.
6.4 Client is not allowed to disrupt the normal operation of the Access Engine and the Ident2be Access Management Plaza or violate their integrity. Client is also not allowed to limit or otherwise affect access to the Access Engine and the Ident2be Access Management Plaza for other Clients. Client must comply with Ident2be’s reasonable instructions for ensuring the normal operation and integrity of the Access Engine and the Ident2be Access Management Plaza.
6.5 Client must immediately notify Ident2be in writing of any unauthorized access to the Access Engine and the Ident2be Access Management Plaza and provide any information regarding such access as requested by Ident2be. In case of unauthorized access, Ident2be will take appropriate measures to prevent further unauthorized access.
6.6 Client is responsible for ensuring that any hardware and software used to access the Access Engine and the Ident2be Access Management Plaza comply with the technical and other requirements communicated by Ident2be. Client is responsible for securing their systems and networks against unauthorized access, use, or damage.
6.7 Client will not engage in any activity that may interfere with or disrupt the Access Engine, the Ident2be Access Management Plaza, or any servers, networks, or other infrastructure connected to the Access Services. Client is also prohibited from attempting to gain unauthorized access to the Access Engine, the Ident2be Access Management Plaza, or any related systems or networks.
6.8 Client will immediately notify Ident2be in writing of any changes in their contact details or other relevant information that may affect the provision of the Access Services.
- FEES AND PAYMENT
7.1 Client will pay Ident2be the fees as specified in the Agreement. Ident2be is entitled to adjust the fees annually based on the consumer price index (CPI) or any other agreed index.
7.2 Ident2be will invoice the fees to the Client in accordance with the payment schedule specified in the Agreement. Client must pay the invoices within the payment term specified in the Agreement or, if not specified, within thirty (30) days of the invoice date.
7.3 If Client fails to pay an invoice on time, Ident2be is entitled to charge statutory interest on the overdue amount, as well as any collection costs incurred by Ident2be.
7.4 Client is not entitled to suspend any payment obligation or set off any amounts due to Ident2be.
7.5 All fees are exclusive of applicable taxes, including VAT, unless otherwise specified in the Agreement.
- LIABILITY AND INDEMNITY
8.1 Ident2be’s liability for direct damages resulting from an attributable failure in the performance of the Agreement or from a wrongful act, is limited to the amount paid out under Ident2be’s applicable insurance policy. If no payment is made under such insurance for any reason, Ident2be’s liability is limited to an amount equal to the fees paid by the Client to Ident2be for the Access Services in the twelve (12) months preceding the event giving rise to liability.
8.2 Ident2be is not liable for indirect damages, including consequential damages, lost profits, lost savings, loss of data, or business interruption.
8.3 Ident2be’s liability for damages resulting from intent or deliberate recklessness of Ident2be or its executive management is not limited.
8.4 Client indemnifies Ident2be against any claims from third parties, including Customers, resulting from or related to the use of the Access Services by the Client or any failure by the Client to comply with the Agreement.
8.5 Ident2be is not liable for damages resulting from non-compliance with Client’s obligations as described in the Agreement and these General Terms and Conditions.
- FORCE MAJEURE
9.1 Ident2be is not liable for any failure or delay in the performance of its obligations under the Agreement if such failure or delay is caused by circumstances beyond Ident2be’s reasonable control, including but not limited to natural disasters, war, terrorism, strikes, fire, flood, and governmental actions.
9.2 In the event of force majeure, Ident2be is entitled to suspend its obligations under the Agreement for the duration of the force majeure event. If the force majeure event continues for more than ninety (90) days, either Party is entitled to terminate the Agreement without liability, by giving written notice to the other Party.
- CONFIDENTIALITY
10.1 Both Parties will maintain the confidentiality of all confidential information received from the other Party. Confidential information means any information that is marked as confidential or that a reasonable person would understand to be confidential.
10.2 The receiving Party will use the confidential information only for the purpose for which it was provided and will not disclose it to any third party without the prior written consent of the disclosing Party, except to its employees, agents, or subcontractors who need to know the information for the purpose of performing the Agreement and are bound by confidentiality obligations at least as protective as those in these General Terms and Conditions.
10.3 The confidentiality obligations do not apply to information that: (a) was already in the possession of the receiving Party without obligation of confidentiality before receipt from the disclosing Party; (b) is or becomes publicly available without breach of these confidentiality obligations; (c) is independently developed by the receiving Party without use of or reference to the disclosing Party’s confidential information; or (d) is required to be disclosed by law or a court order, provided the receiving Party promptly notifies the disclosing Party and cooperates in any effort to limit or prevent such disclosure.
- DATA PROTECTION
11.1 Both Parties will comply with applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR).
11.2 If Ident2be processes personal data on behalf of the Client, the Parties will enter into a data processing agreement in accordance with Article 28 of the GDPR.
11.3 Client is responsible for obtaining any necessary consents and providing any necessary notices to data subjects in relation to the processing of their personal data by Ident2be as described in the Agreement and these General Terms and Conditions.
- GOVERNING LAW AND JURISDICTION
12.1 The Agreement and these General Terms and Conditions are governed by and construed in accordance with Dutch law.
12.2 Any disputes arising out of or in connection with the Agreement or these General Terms and Conditions will be resolved exclusively by the competent courts in the Netherlands.
- MISCELLANEOUS
13.1 If any provision of the Agreement or these General Terms and Conditions is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The invalid or unenforceable provision will be replaced by a valid and enforceable provision that comes closest to the intention of the original provision.
13.2 The Agreement, including these General Terms and Conditions, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and communications between the Parties, whether written or oral, relating to the subject matter of the Agreement.
13.3 Neither Party is entitled to assign or transfer any of its rights or obligations under the Agreement without the prior written consent of the other Party, except in the case of a merger or acquisition involving either Party.
13.4 The failure of either Party to enforce any provision of the Agreement or these General Terms and Conditions will not be construed as a waiver of that provision or any other provision, and any waiver will be effective only if made in writing and signed by the waiving Party.
13.5 Any notices or other communications required or permitted under the Agreement or these General Terms and Conditions must be in writing and will be deemed to have been duly given if delivered by hand, sent by registered mail, or sent by email to the addresses specified in the Agreement or as otherwise notified in writing by one Party to the other.
11.6 A power of attorney may no longer be used if the Client who issued it or the authorized representative:
11.6.1 dies;
11.6.2 is declared bankrupt or granted suspension of payments;
11.6.3 is placed under guardianship;
11.6.4 is placed under curatorship or subjected to the statutory debt restructuring scheme.
11.7 The power of attorney may also no longer be used if:
11.7.1 the power of attorney has expired;
11.7.2 the authorized representative terminates the power of attorney;
11.7.3 the Client who issued the power of attorney revokes or withdraws it;
11.7.4 the Client who issued the power of attorney is no longer allowed to use the account alone.
11.8 The Client must immediately inform Ident2be if something happens that terminates the power of attorney. The authorized representative must also do so. The Client must agree on this with the authorized representative. If the Client does not inform us about the termination of the power of attorney, Ident2be is not liable for the consequences. For example, if the person who had the power of attorney still uses the account.
11.9 If the authorized representative gives instructions to Ident2be before or shortly after the power of attorney has ended or may no longer be used, Ident2be may execute these instructions if they cannot reasonably be prevented.
12. CONFIDENTIALITY
12.1 Parties undertake to each other to maintain the confidentiality of all data and all information regarding each other’s organization, business operations, financial matters, information about Transactions traceable to the Client, PIN codes, passwords, and services in the broadest sense of the word that they obtain during the execution of the Agreement, including the existence of the relationship between the Parties.
12.2 The foregoing does not apply to the extent provided otherwise in these General Terms and Conditions; the Parties have agreed otherwise; there is a legal obligation to disclose; disclosure is required by a competent authority; or the relevant information has become public through no fault of the other Party.
13. PERSONAL DATA
13.1 In the execution of Agreements, Parties process personal data of Clients. Each Party qualifies as the controller of this personal data insofar as the Party processes it for its own purposes and by its own means. Parties have both joint and separate responsibilities. The joint responsibility concerns the processing carried out for the common purposes, such as facilitating Access through the Access Services. For other processing activities, Parties have separate responsibilities, meaning that each Party is independently responsible for this processing. For example, Ident2be will be independently responsible for using, sharing, and anonymizing personal data for services such as conducting fraud checks and Access usage.
13.2 Each Party guarantees that it will process the personal data of Clients in accordance with the Data Protection Act and any other applicable regulations concerning the processing of personal data.
13.3 Each Party will take appropriate technical and organizational (security) measures to protect the personal data against loss or any form of unlawful processing, in accordance with the Data Protection Act and any other applicable regulations concerning the processing of personal data and guidelines issued by relevant authorities.
13.4 As the Client is the first and direct contact with the Customers, the Client will provide the Customer with all required information about the intended processing of their personal data, the controllers of this data, and the purposes thereof. Regarding the data processing by Ident2be and the entities within the Group, Ident2be will provide the Client with information texts if desired, and the Client will follow any further reasonable instructions from Ident2be in this regard.
13.5 Ident2be will retain the Access Data as long as prescribed by applicable laws and regulations. Access Data will be recorded by Ident2be in such a way that it can be consulted by the Client for at least one year after recording.
13.6 If any parts of this provision conflict with the data processing agreement between the parties, the data processing agreement will prevail and its provisions will take precedence over this Article 13.
14. EMPLOYEE POACHING AND NON-COMPETITION
14.1 The Client undertakes not to employ or have any employees of Ident2be work for them directly or indirectly during the term of the Agreement and for one year after the termination of the Agreement.
14.2 The Client undertakes not to offer, participate in, or engage in Access Services within the Netherlands, directly or indirectly, without the prior written consent of Ident2be during the term of the Agreement and for one year after the termination of the Agreement. Furthermore, the Client refrains from soliciting or approaching Ident2be’s customers with regards to Access Services during this period, directly or indirectly.
14.3 The Client will ensure that associated companies also comply with these obligations.
14.4 If the Client breaches one or more of the obligations set out in this article, the Client forfeits an immediately payable penalty of €5,000 for each day the breach continues, up to a maximum of €500,000, to Ident2be.
15. FINAL PROVISIONS
15.1 Ident2be may use third-party services in the execution of the Agreement.
15.2 The applicability of the Vienna Sales Convention is excluded.
15.3 Dutch law exclusively governs every Agreement, including its formation and execution.
15.4 All disputes arising from an Agreement that the Client and Ident2be cannot resolve through mutual consultation will be exclusively submitted to the competent court in Utrecht.
15.5 These General Terms and Conditions are drawn up in Dutch and English. In the event of any difference or contradiction between the Dutch text and the English text of these General Terms and Conditions or a difference in their interpretation, the Dutch text prevails.
15.6 If provisions from (i) the Agreement and its annexes except the general terms and conditions, (ii) the Service Level Agreement, (iii) the Data Processing Agreement, or (iv) the General Terms and Conditions of Ident2be conflict, the provisions from the lower numbered documents take precedence over the higher numbered documents. To avoid any ambiguity, (i) takes precedence over (ii), which takes precedence over (iii), which takes precedence over (iv).
