Terms and Conditions

Effective Date: March 6, 2025
Last Updated: March 6, 2025

Introduction

These Terms and Conditions apply to services provided by ViroCards B.V. (trading as "Viropay") registered with the Chamber of Commerce under number 84853433 and located at Vrije Heerlijkheid 39 (1566MH) in Assendelft, Netherlands.

By using our Services, you agree to these Terms. If you do not agree, please do not use our Services.

1. Definitions

In these Terms and Conditions, the following definitions apply:

• Viropay: The provider of the SaaS management platform and browser extension (ViroCards B.V.).

• Customer: The company or individual using Viropay's Services.

• Services: The SaaS management platform, browser extension, and related support services provided by Viropay.

• Agreement: Any contract between Viropay and the Customer for the provision of Services.

• Software: The online SaaS management platform and browser extension made available to the Customer.

• SaaS Service: The provision and maintenance of remote access to the Software.

2. Applicability

1. These Terms and Conditions apply to every offer, Agreement, and Service provided by Viropay.

2. Deviations from these Terms are only valid if explicitly agreed in writing.

3. The Customer's terms and conditions are expressly excluded.

4. If any provision of these Terms is invalid or nullified, the remaining provisions remain in effect.

5. In situations not covered by these Terms, the parties will find a solution in accordance with the spirit of these Terms.

3. The Service

1. Viropay provides a SaaS management platform that helps organizations:

   • Monitor and optimize SaaS usage and spending

   • Identify underutilized licenses

   • Manage SaaS applications across the organization

2. The platform includes a browser extension that tracks usage of SaaS applications only.

4. Account Registration and Agreement

1. The Agreement is established when the Customer accepts Viropay's offer and completes registration.

2. Viropay will confirm the Customer's registration by email.

3. The Customer is responsible for providing accurate and complete information during registration.

4. Each Agreement is with the company as a whole, not with individual persons.

5. Multiple users from a Customer organization may use the Service, but each user is subject to these Terms.

5. Duration and Termination

1. The Agreement is for a defined period as specified during registration.

2. The Agreement automatically renews for the original term unless terminated by either party with one month's written notice.

3. Either party may terminate the Agreement with immediate effect if:

   • The other party fails to fulfill its obligations after being given notice and reasonable time to comply

   • The other party files for bankruptcy, is granted a moratorium, or ends due to liquidation

4. Upon termination, the Customer may use the Service until the end of the month, after which access will be closed.

5. In case of premature termination, the Customer remains liable for costs incurred up to that point.

6. Post-contractual obligations that by their nature should continue after termination will remain in effect.

6. Viropay's Obligations

1. Viropay will implement the Services with reasonable care and in accordance with the Agreement.

2. Viropay strives to make the Software available without interruption but does not guarantee continuous availability.

3. Viropay may engage third parties for the performance of Services at its discretion.

4. Viropay may make changes to the Software without prior notice, but will strive to maintain all core functionality.

5. If major changes affect the Customer's use, Viropay will provide reasonable notice when possible.

7. Customer's Obligations

1. The Customer must provide all requested information in a timely manner for proper implementation of the Services.

2. The Customer is responsible for maintaining the confidentiality of login credentials.

3. The Customer must not:

   • Share login credentials with persons outside their organization

   • Use the Software for unlawful purposes

   • Distribute or place the Software on other websites

   • Attempt to circumvent technical protections

4. The Customer is responsible for the equipment and environment used to access the Software.

5. Violation of these prohibitions may result in immediate termination and a penalty of €25,000.

8. Software Use and Limitations

1. Viropay grants the Customer a non-exclusive, non-transferable right to use the Software during the term of the Agreement.

2. The Customer may only use the Software for its own business purposes and intended use.

3. The Customer is not permitted to:

   • Sell, rent, or transfer rights to the Software

   • Provide third parties with access to the Software

   • Modify the Software without Viropay's written permission

4. The Software is provided "as is" without warranties of uninterrupted or error-free operation.

5. Viropay will make reasonable efforts to correct errors reported by the Customer.

9. Maintenance and Availability

1. Viropay will perform necessary maintenance on the Software and infrastructure.

2. Viropay will attempt to inform Customers of planned maintenance but is not obligated to do so.

3. Viropay may temporarily suspend the Service for maintenance or security reasons.

4. In case of unavailability due to malfunctions or force majeure, Viropay will make reasonable efforts to restore the Service and inform Customers about the nature and duration of the interruption.

5. Viropay is entitled to take the Software offline in case of extremely high data traffic, including DDoS attacks or server overload.

10. Data and Privacy

1. Viropay processes Customer data in accordance with its Privacy Policy and applicable data protection laws.

2. The Customer remains responsible for the data processed using Viropay's Services.

3. The Customer guarantees that the content of the data is lawful and does not infringe third-party rights.

4. Viropay will implement appropriate technical and organizational measures to protect Customer data.

5. Parties will act in accordance with the General Data Protection Regulation (GDPR) and conclude a data processing agreement if required.

11. Fees and Payment

1. All prices exclude sales tax (VAT) unless otherwise agreed.

2. For use of the Software, the Customer must pay a monthly or yearly fee using payment methods supported by Stripe, our payment processor.

3. Viropay may annually increase prices in accordance with applicable inflation rates.

4. Other price changes during the Agreement are only allowed if explicitly agreed.

5. The Customer must pay invoices within the specified payment term without deduction, settlement, or suspension.

6. In case of late payment, the Customer will be in default and liable for statutory interest and collection costs.

12. Intellectual Property Rights

1. All intellectual property rights to the Software and related materials remain exclusively with Viropay or its licensors.

2. The Customer only acquires a non-exclusive, non-transferable right to use the Software.

3. The Customer must not:

   • Disclose, multiply, or modify materials subject to Viropay's intellectual property rights

   • Remove indications of confidentiality, copyrights, or trademarks

4. Infringement of Viropay's intellectual property rights by the Customer is subject to a one-time penalty of €25,000 and €500 for each day the infringement continues.

13. Limitation of Liability

1. Viropay's liability is limited to the amount paid by the Customer for the Service over a 12-month period prior to the event giving rise to liability.

2. Viropay is not liable for:

   • Indirect or consequential damages

   • Loss of profit, business, or data

   • Damage due to service interruptions

   • Issues due to third-party plugins

   • Security breaches on the Customer's systems

3. The Customer is responsible for the security of their own computer systems and credentials.

4. Any claim against Viropay must be reported in writing within one year after the Customer became aware of the facts on which the claim is based.

14. Confidentiality

1. Both parties will maintain confidentiality regarding information obtained from each other.

2. The Customer must keep all materials provided by Viropay confidential and not disclose them to third parties.

3. This confidentiality obligation also applies to third parties engaged by either party.

4. If Viropay is legally obliged to disclose confidential information, it will not be liable for any resulting damages.

15. Force Majeure

1. Viropay is not liable for failure to fulfill obligations due to force majeure.

2. Force majeure includes but is not limited to:

   • Supplier failures

   • Government measures

   • Power outages

   • Internet or telecommunication disruptions

   • Cyber attacks

   • Natural disasters

   • War or terrorist attacks

3. If a force majeure situation lasts longer than two months, either party may terminate the Agreement in writing.

16. Complaints

1. The Customer must report complaints about Viropay's Services within 14 days of discovery.

2. Complaints should be submitted to info@viropay.com with the subject "Complaint."

3. Viropay will respond within 14 days of receiving the complaint.

4. Both parties will work together to find a solution.

17. Final Provisions

1. Dutch law applies to the legal relationship between Viropay and the Customer.

2. Viropay may unilaterally modify these Terms and Conditions. The most current version can be found on the website.

3. All disputes will be settled by the competent judge of the District Court of Noord-Holland (location Haarlem), unless mandatory provisions designate another court.

Viropay (ViroCards B.V.)
Vrije Heerlijkheid 39
1566MH Assendelft
The Netherlands
info@viropay.com

Last updated: March 6, 2025