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Terms of Use

 

Welcome to VirtuaKey's Terms of Service. Here are some key points summarized:

  • Access and Use: The app is designed for simple and secure access management.

  • User Responsibility: Keep your login credentials safe and report any loss or misuse immediately.

  • Privacy: Your data is processed in accordance with our privacy policy.

  • Security: VirtuaKey takes appropriate measures to protect your data.

  • Liability: VirtuaKey is not liable for indirect or consequential damages.

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Please read the full terms below for detailed information.
 

1. General

1.1 These general terms and conditions, as well as the policies and guidelines (including the VirtuaKey Privacy Statement) (hereinafter collectively referred to as the 'general terms and conditions') apply to access to and use of the App (as defined below) by VirtuaKey. The text of this Privacy Statement is published on https://Virtuakey.nl/privacy-policy, from where it can be downloaded, read, stored, and printed.
1.2 Only these general terms and conditions apply to all our offers and agreements, regardless of any (previous) reference by the Customer (as defined below) to their own or other general terms and conditions. We explicitly reject any terms and conditions declared applicable by the customer.
 

2. Definitions

  • App: The VirtuaKey software application, owned by VirtuaKey V.O.F, which users can access by downloading it via an App Store or other methods specified by VirtuaKey.

  • Services: The services provided by VirtuaKey related to the products, including (but not limited to) services that allow the customer to make purchases through the VirtuaKey application.

  • Confidential Information: The VirtuaKey application, documentation, software, embedded trade secrets, and all other written or digital information that:
    (i) is marked as confidential and/or proprietary to VirtuaKey, or accompanied by a written notice stating the information is confidential and/or proprietary to VirtuaKey, or
    (ii) is not marked or accompanied by such notice but can reasonably be expected to cause competitive harm to the owner if disclosed to third parties.Confidential Information does not include information that the receiving party can prove:

    • was already publicly available,

    • was lawfully obtained from third parties without restrictions on disclosure, or

    • was independently developed without relying on or using Confidential Information.

  • Customer: The end customer using VirtuaKey, including, but not limited to, employees authorized by the customer to use the mobile application.

  • Force Majeure: Events or circumstances, or a combination thereof, not attributable to VirtuaKey, including but not limited to internet or telecommunication failures, third-party non-compliance impacting the VirtuaKey application, faulty equipment, hardware, software, or government actions.

  • User: The customer and/or other users authorized by the customer to use the app.

  • User Account: An account enabling a user to access and use their personal account through the App, created using Enterprise SSO login.

  • Dashboard: The tool providing access to data entered in the App, such as contact details and purchases.
     

3. Offers and formation of agreements

3.1 All our offers, including prices, discounts, and temporary incentives, are entirely non-binding, indicative, and not legally enforceable unless explicitly stated otherwise in writing.
3.2 An agreement is formed once an order is accepted by us in writing or electronically. We are also entitled to accept a verbal agreement if written or electronic confirmation is absent.
3.3 Amendments and/or changes to established agreements, including cancellations, are valid only if recorded in writing by both parties.
3.4 All agreements, including amendments, are subject to approval by our management. If management does not reject the order within two working days after signing the agreement or order confirmation, the agreement is considered accepted.
 

4. Prices

4.1 Unless explicitly stated otherwise, our sales prices apply for products delivered ex-works. Installation, service, transportation costs, and taxes (other than VAT) are not included.
4.2 A separate usage fee applies for the delivery of services, as described in the agreement or order confirmation.
4.3 Changes in rights, taxes, or duties can be passed on to the customer even after an agreement is concluded.
4.4 Our prices are subject to price indexing, and changes may result in price increases. Price changes will be communicated in writing. If a price increase occurs within three months after the agreement, the customer has the right to terminate the agreement within one week of notification.
4.5 If the customer terminates under section 4.4, they must reimburse us for incurred costs, set at 1% of the total amount (including VAT) payable under the agreement.
4.6 A general price reduction after an agreement does not entitle the customer to claim such a reduction.
 

5. Intellectual property and usage rights

5.1 All current and future intellectual property rights, including (but not limited to) copyrights and database rights, on the VirtuaKey app, as well as related or underlying products, software, documentation, and/or working documents, are exclusively owned by VirtuaKey. If necessary, the Customer shall, at our first request, perform all acts required to transfer intellectual property rights to us in the manner prescribed by law. The agreement shall not result in any transfer of intellectual property rights from us to the Customer.

5.2 VirtuaKey grants the Customer and User, subject to these General Terms and Conditions, a non-exclusive, non-transferable right to use the app, without the right to sublicense, for the duration of the agreement.

5.3 The Customer obtains a limited usage right regarding the Services for the number of assets specified in the agreement. If there is any change or increase in the number of assets, the Customer must inform us immediately.

5.4 The Customer is explicitly prohibited from reproducing, distributing, or making available any data, materials, or proprietary information obtained under the agreement without our prior written consent. The Customer is not permitted to remove, alter, or add any references or notices concerning intellectual property rights, including (but not limited to) copyrights, trademarks, or trade names, nor any indications of confidentiality.

5.5 The Customer is not permitted to use, register, or replicate any trademark, design, or domain name of VirtuaKey or any name or sign that resembles it in any country.

5.6 We are authorized to implement technical measures to protect and maintain the intellectual property rights on the products and/or services and to enforce the agreed limitations on their use. The Customer is not permitted to bypass or remove such technical measures.

5.7 Nothing in these General Terms and Conditions obliges VirtuaKey to provide copies of computer programs or code related to the App, whether in object code or source code form.

5.8 The App and associated documentation, specifications, and features may be modified at any time without prior notice.

5.9 VirtuaKey reserves the right to, at its sole reasonable discretion, suspend access to and use of the App by a User:
(a) For a period reasonably determined by VirtuaKey for the purpose of updating and maintaining the App.
(b) For a period during which the App is unavailable due to circumstances reasonably beyond the control of VirtuaKey, such as force majeure, government measures, terrorist activities, social unrest, or technical failures not within VirtuaKey's reasonable control (e.g., loss of internet access).
(c) When VirtuaKey suspects or detects malicious software within a User Account or determines that a User is using the app for malicious purposes, without prejudice to the other provisions of these General Terms and Conditions regarding suspension of access to or use of the app.
 

6. Customer obligations and regulations

6.1 The Customer ensures that all data, materials, information, (peripheral) equipment, and/or spaces, which we indicate are necessary, or which the Customer can reasonably understand to be necessary for the execution of the Agreement, are provided to us in a timely and usable manner. If the Customer provides information or materials to us, they must comply with the specifications provided by us.

6.2 The Customer will regularly verify the accuracy of the data they have provided, as well as the data collected by us and made available to them.

6.3 The Customer acknowledges that all rights, ownership, and interests in the App, software, images, user interface, audio clips, video clips, editorial content, documents, and/or materials related to the App, including all modifications and improvements, are owned by VirtuaKey, its subsidiaries, and/or its licensors, and that these rights are protected by international intellectual property laws.

6.4 The User is not permitted to:
(i) Copy, reproduce, modify, or adapt the App, or create derivative works based on it.
(ii) Sublicense, sell, resell, rent, lease, distribute, transfer, share via timesharing, assign, or use the App as a basis for developing a competing solution (or enter into an agreement with a third party for this purpose).
(iii) Remove trademarks, patent markings, copyright notices, confidentiality statements, and other notifications and markings present in or on the App.
(iv) Fail to comply with all applicable laws and regulations while using the App.

6.5 The User is not permitted to:
(i) Sublicense their right to access and/or use the App.
(ii) Allow unauthorized individuals or third parties to access and/or use the App.
(iii) Use the App to provide services to third parties.
(iv) Republish or redistribute content or other materials available in the App.
(v) Modify the App in any way.

6.6 The User is not permitted to authorize or encourage third parties to:
(i) Use the App to upload, transmit, or distribute unlawful, defamatory, offensive, abusive, fraudulent, or obscene content, or content containing viruses or other harmful components, as reasonably determined by VirtuaKey.
(ii) Use a robot, spider, or other automated system, or any manual process, to monitor or copy content from the App.

6.7 The Customer is responsible for ensuring the proper functioning of their own equipment, used in conjunction with the Products and/or Services, in accordance with our minimum system requirements, configuration settings, peripheral devices, and internet connection. The Customer must also take the necessary measures to protect their equipment, software, telecommunication, and internet connections, as well as those of their users, against viruses, cybercrime, and unauthorized third-party use.

6.8 The Customer is responsible for providing the necessary hardware, software, peripheral devices, and connections to enable the use of the Services, unless explicitly agreed otherwise in writing.

6.9 The Customer must promptly notify us in writing of any changes to relevant customer data.

6.10 A fair use policy applies to the Services we provide. This means the Customer is only allowed to use the Services within reasonable limits. "Unfair use" includes, but is not limited to:
(i) Use for purposes other than those set out in the Agreement.
(ii) Excessive use beyond a reasonable amount, determined based on average usage by other, similar users.
(iii) Continuous or nearly continuous usage due to prolonged or excessively frequent active connections.

6.11 In cases of unfair use, we may:

  • Impose additional conditions on usage.

  • Charge extra costs for excessive usage.

  • Suspend or terminate the Agreement.

We will only charge additional costs after notifying the Customer in advance that their usage is considered unfair. The Customer will be given a reasonable period to reduce their usage. If unfair use continues, we reserve the right to suspend or terminate the Agreement. We are not liable for any damages resulting from such suspension or termination.
 

7. User account and obligations

7.1 The User must download the App from an authorized App Store (Google Play Store for Android, App Store for iOS) and install it on their mobile device.

7.2 During registration for the App, the User is required to create a user account. This involves providing personal information, such as (but not limited to) their name, a username (alias or screen name), and a valid email address.

7.3 If a User installs the App on multiple devices (e.g., multiple smartphones), the App must be activated separately on each device. The App cannot determine which device should receive notifications. The User is responsible for ensuring they receive and review notifications. VirtuaKey accepts no responsibility or liability in this regard.

7.4 The Customer must handle login credentials with care. These credentials are non-transferable and may not be used outside the Customer's organization. The Customer and/or Users must maintain strict confidentiality about the login credentials and store them securely. The Customer is responsible and liable for any use of their login credentials.

7.5 The Customer must notify us immediately, but no later than 12 hours after becoming aware of unauthorized access. If unauthorized use of login credentials is attributable to the Customer, they must compensate us for the technical and administrative costs associated with blocking and replacing login credentials, as well as any costs resulting from unauthorized use.

7.6 VirtuaKey reserves the right to block the Customer's and/or User's login credentials if necessary, for example:

  • For security reasons.

  • In case of unauthorized use or suspected fraud.

  • If the Customer fails to meet their payment obligations or any other obligations under these Terms and Conditions.

7.7 VirtuaKey may modify the login procedure for the App at its sole discretion.
 

8. App

8.1 The App includes the following features:

  • 8.1.1. Login:

    • The login page serves as the entry point to the App.

    • The User gains access by entering their credentials.

  • 8.1.2. Onboarding:

    • Configuration of Wallet/NFC or Bluetooth access via HID Global readers.

  • 8.1.3. Home:

    • The homepage of the App displays an overview of access cards available to the User.

  • 8.1.4. Settings Screens:

    • A screen containing all data and configurations related to access and user-specific settings.
       

9. Availability and management

9.1 VirtuaKey will make every effort to ensure the optimal availability and accessibility of the App in its current state (as is).

9.2 VirtuaKey reserves the right to temporarily suspend, restrict, or terminate access to the App without prior notice for the following reasons:
(i) Maintenance work: Updates, upgrades, or necessary repairs to ensure the proper functioning of the App.
(ii) Improvements or adjustments: Implementing enhancements or modifications to one or more Services.
(iii) Data security: Protecting personal data from unauthorized access or illegal processing.
(iv) Network or system failures: Interruptions or delays caused by third-party networks or systems.

9.3 VirtuaKey will strive to minimize interruptions and, where possible, inform the Customer in advance about planned maintenance or downtime.
 

10. Modifications

10.1 VirtuaKey reserves the right to make technically necessary modifications to the Products and/or Services at any time, without prior notice to or consent from the Customer.

10.2 The Customer cannot derive any rights from such modifications.
 

11. Deadlines

11.1 Specified delivery deadlines are indicative and shall never be considered binding, unless explicitly agreed otherwise in writing. If delivery is not made on time, we must first be formally notified in writing of our failure to comply.

11.2 We are only in default after a period of 21 days has elapsed following our receipt of the written notice of default, without prejudice to the provisions of Article 14.
 

12. Payments

12.1 VirtuaKey reserves the right to require advance payment of the amount owed by the Customer at any time, up to 25% of the total amount. The invoice related to the advance payment must be settled before delivery of the purchased product or service takes place.

12.2 Unless otherwise agreed, payment must be made in full, without any deductions or offsets, including additional costs, prior to or upon delivery of the purchased product or service. Cash payment also includes crediting the payable amount to a bank account specified by us at the time of delivery. All payment terms are considered binding deadlines. If we accept credit card payments, we may impose additional conditions.

12.3 If the Customer fails to collect the purchased product or service within five (5) working days after it becomes available, an invoice will be sent, which must be paid immediately. The due date is considered the day the invoice is sent. If delivery occurs at the Customer's location, the due date is the day the invoice is received.

12.4 In the event that the Customer fails to fulfill one or more payment obligations, whether in full or in part, they will owe statutory interest starting from the day after the agreed payment deadline, continuing until the full payment is received. Interest will be calculated monthly or for any part of a month, with part of a month considered a full month.

12.5 If the Customer is not a consumer and fails to meet one or more payment obligations, they will owe statutory commercial interest (as defined in Articles 6:119a and 6:120 of the Dutch Civil Code) starting from the day after the agreed payment deadline, continuing until the full payment is received. Interest will be calculated monthly or for any part of a month, with part of a month considered a full month.

12.6 In addition to statutory interest, the Customer is also liable for extrajudicial and judicial collection costs. Extrajudicial collection costs include all costs incurred to collect the amounts owed by the Customer, including legal fees, bailiff fees, and collection agency charges. Extrajudicial costs are set at a minimum of 15% of the outstanding amount, with a minimum charge of €50.
 

13. Force Majeure (Non-Attributable Failure)

13.1 VirtuaKey is not obliged to fulfill any obligation if it is hindered by circumstances beyond its control, including but not limited to:

  • Failure or delayed delivery by suppliers.

  • Persistent disruptions in transport, internet, telecommunications, or power supply.

  • Events caused by force majeure, such as natural disasters, war, strikes, government regulations, or pandemics.

  • Situations that cannot reasonably be attributed to VirtuaKey based on law, legal acts, or generally accepted standards.

13.2 In the event of permanent force majeure, VirtuaKey reserves the right to terminate the agreement extrajudicially by providing written notice to the Customer.

13.3 In the event of temporary force majeure, VirtuaKey is entitled to extend the timelines outlined in the agreement by the duration of the force majeure event.
 

14. Retention of title

14.1 The ownership of all products sold by VirtuaKey to the Customer shall remain with VirtuaKey until:

  • The Customer has fully paid all outstanding claims arising from the agreement or other related agreements.

  • The Customer has fulfilled all obligations related to services rendered or yet to be rendered under the agreement.

  • The Customer has settled all claims resulting from non-compliance with contractual obligations, including fines, interest, and costs.

14.2 If the Customer creates a new product from the items supplied by VirtuaKey, such product shall be considered as created on behalf of VirtuaKey, and the Customer will hold the newly created product on behalf of VirtuaKey until full payment is made. VirtuaKey retains ownership rights until full compliance with all obligations by the Customer.

14.3 Before the Customer has fully paid the purchase price, including any interest and costs, they are not authorized to:

  • Transfer, pledge, or lease the products to third parties.

  • Grant any rights over the products to third parties.

  • Hand over the products for use by third parties in any form.

14.4 In the event that a third party acquires ownership in good faith of the unpaid goods and has not yet paid the purchase price, the Customer commits in advance to establish and maintain a non-possessory pledge on their claim against the third party, on behalf of VirtuaKey.
 

15. Liability

15.1 The User acknowledges that, since the App is offered via the internet, there may be times when the App is unavailable, including but not limited to periods of scheduled maintenance. VirtuaKey makes no representations or warranties—express, implied, or statutory—regarding the use of the App, including related services, documentation, content, data, and materials made available through the App. Any implied warranties regarding merchantability, fitness for a particular purpose, non-infringement, and accuracy are explicitly disclaimed by VirtuaKey. VirtuaKey does not guarantee that the App will operate without interruptions or errors, or that the results obtained through the App will meet the Customer's needs or be accurate and complete.

15.2 VirtuaKey is not liable for the use of the App by the User and accepts no liability for incidental, special, indirect, consequential, or punitive damages resulting from any claim arising under these General Terms and Conditions.

15.3 The User agrees to indemnify, defend, and hold harmless VirtuaKey from any claims made by third parties arising out of or related to:
(i) A breach of the Agreement by the User.
(ii) Content generated by the User within or in connection with the App.

15.4 In all cases, the total liability of VirtuaKey is limited to the amount actually paid by the Customer for the Services or Products in the 12 months preceding the event causing liability.

15.5 VirtuaKey shall not be liable for:

  • Loss of profits or revenue.

  • Loss of business or goodwill.

  • Loss or corruption of data.

  • Any damages resulting from force majeure events.

15.6 The Customer must notify VirtuaKey of any claim related to liability within 30 days after discovering the cause of the claim. Failure to do so waives the Customer's right to seek compensation.
 

16. Confidentiality

16.1 The User is obligated to keep confidential all Confidential Information related to VirtuaKey. It is expressly forbidden for the User to disclose Confidential Information about VirtuaKey, including (but not limited to):

  • Information regarding the App.

  • Services related to the App.

  • Lease agreements and other activities.

  • Financial matters.

  • Business plans.

  • Intellectual property rights.

  • Information systems.

  • Working methods.

  • Employees and suppliers associated with the App.

16.2 The provisions of Article 16.1 shall not apply if and to the extent that:

  • The User is legally obligated to disclose such information. In such a case, the User must consult VirtuaKey in advance regarding the disclosure process.

  • The User has received prior written permission from VirtuaKey to disclose the information.

16.3 The User must take all reasonable precautions to prevent the unauthorized use or disclosure of Confidential Information.

16.4 The confidentiality obligation remains in effect even after termination or expiration of the Agreement.
 

17. Termination

17.1 VirtuaKey reserves the right to terminate access to and use of the App by the User at any time without prior notice in the following cases:

  • The Customer files for bankruptcy, or a bankruptcy petition is filed against them, or the Customer applies for a suspension of payments, or otherwise becomes subject to insolvency proceedings.

  • The Customer is dissolved, liquidates their company, ceases business operations, or suspends activities.

  • The Customer or one of its Users violates the provisions of this agreement, and the violation is not remedied within twenty (20) business days after receiving a formal notice of default.

17.2 Upon termination, the User's right to access and use the App ceases immediately, and the User is required to destroy all Confidential Information in their possession.
 

18. Privacy and data protection

18.1 VirtuaKey processes personal data in accordance with the provisions set out in its Privacy Policy, available at:

18.2 Personal data is processed in compliance with applicable privacy laws and regulations, including but not limited to the General Data Protection Regulation (GDPR).

18.3 The Privacy Policy explains:

  • What personal data VirtuaKey collects

  • How personal data is used

  • How personal data is protected

  • What rights users have concerning their personal data

18.4 By agreeing to these Terms and Conditions, the Customer and User acknowledge and agree to the processing of their personal data as described in the VirtuaKey Privacy Policy.

18.5 The Customer is responsible for ensuring that its Users are informed about how their data is processed under these Terms and Conditions and the Privacy Policy.
 

19. Privacy en Data Protection

19.1 If the Data processed by us and/or the Customer in the execution of an Agreement contains Personal Data, we and/or the Customer shall process this data in compliance with applicable privacy laws and regulations, including but not limited to the General Data Protection Regulation (GDPR).

19.2 VirtuaKey will collect and process data within the framework of the Agreement. Personal data will be processed in accordance with our Privacy Policy.

19.3 VirtuaKey is authorized to share data with other parties designated by VirtuaKey, including but not limited to:

  • VirtuaKey's partners

  • Suppliers of Products and/or Services

This data may be shared for purposes such as:

  • Research and analysis

  • Improvement of Products and/or Services

  • Marketing purposes

  • Service and maintenance

  • Communication

19.4 The Customer will have access to data exclusively related to the products purchased by the Customer, via the account provided to them.

19.5 The Customer is responsible for ensuring compliance with all applicable laws and regulations related to the use of the Products and/or Services, including (but not limited to):

  • Informing users about the processing of their Personal Data (including the sharing of data with third parties).

  • Obtaining the necessary consent from users for the processing of their Personal Data.

  • Compliance with GDPR regulations and any other applicable privacy laws.

19.6 The Customer is responsible for creating adequate backups and archiving copies of their data.
 

20. Security of personal data

20.1 VirtuaKey shall take all appropriate technical and organizational measures to secure personal data against loss or any form of unlawful processing. These measures will ensure an appropriate level of security, considering the risks associated with processing and the sensitive nature of the personal data being processed.

20.2 VirtuaKey is authorized to engage subprocessors for the processing of personal data, provided that VirtuaKey ensures compliance with the obligations stated in this Article 20 by such subprocessors.

20.3 VirtuaKey may only process Personal Data outside the European Economic Area (EEA) with the prior written consent of the Customer.

20.4 Both parties shall promptly inform each other—but no later than 12 hours after becoming aware—of any security breach (of any kind) that involves or may involve the processing of Personal Data. Both parties shall take all necessary measures to limit any potential damage and will cooperate with reporting obligations to affected individuals and/or relevant authorities.

20.5 In the event of a data breach, VirtuaKey shall provide the Customer with the following information:

  • The nature and scope of the data breach.

  • The categories of personal data affected.

  • The measures taken to address and resolve the breach.

  • The potential consequences of the breach.

  • Recommendations to mitigate possible negative effects.

20.6 The Customer is responsible for implementing adequate technical and organizational measures to ensure the security of data processed within their systems, including backups, encryption, and access controls.
 

21. Miscellaneous provisions

21.1 These General Terms and Conditions apply to any use of the App.

21.2 In the event of a conflict between these General Terms and Conditions and documents referenced or provided by the User, these General Terms and Conditions shall prevail. The application of any conflicting terms and conditions from the User is hereby expressly rejected by VirtuaKey.

21.3 Some content and services provided through the App may include materials from third parties. For the convenience of Users, the App may include links to third-party websites. VirtuaKey is not responsible for reviewing or evaluating the content or accuracy of such third-party materials or websites and makes no guarantees or accepts liability regarding these materials, products, or services.

21.4 Users are not permitted to use third-party materials in a manner that violates the rights of others. VirtuaKey accepts no responsibility for such unauthorized use.

21.5 In the event of a conflict between these General Terms and Conditions and any supplementary terms (e.g., related to promotional offers), the supplementary terms shall prevail.

21.6 If any provision of these General Terms and Conditions is deemed illegal, void, or unenforceable, the validity and enforceability of the remaining provisions shall not be affected. The invalid provision will be interpreted in a way that aligns with applicable law.

21.7 Failure by VirtuaKey to enforce any provision of these General Terms and Conditions shall not constitute a waiver of rights regarding that provision or any other provision.

21.8 The User is not permitted to transfer or assign rights and obligations arising from these General Terms and Conditions without prior written consent from VirtuaKey.

21.9 VirtuaKey reserves the right to amend these General Terms and Conditions at any time. Any updates will be communicated in writing or via the App.
 

22. Applicable law and disputes

22.1 All our offers and agreements are exclusively governed by Dutch law.

22.2 All disputes arising from or related to an offer and/or Agreement to which these General Terms and Conditions apply, including any further agreements resulting from such agreements, shall be submitted to the competent court in the district where VirtuaKey has its statutory seat, unless VirtuaKey prefers to submit the dispute to the competent court according to the law.

22.3 If the dispute is brought before a court other than the court designated by law, and if the Customer is a consumer, the Customer has the right to choose the legally competent court within one month after VirtuaKey has invoked this clause.

 

 

 

 

 

December 2024

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