Terms and conditions for users

Table of Contents

1. Preface and general definitions

These are the terms and conditions for users of Cleverbase. Cleverbase ID B.V. (hereinafter: Cleverbase or We) is an ETSI/eIDAS accredited Qualified Trust Service Provider under supervision of the Radiocommunications Agency. We are established at Maanweg 174, 2516 AB The Hague end registered at the Chamber of Commerce (Kamer van Koophandel) under number 67419925. Cleverbase also is the brand under which We deliver our services to you as a user.

With Cleverbase you can log in securely, and in the future, securely store, sign and exchange formal information. This is easily done with a pin code via your own phone.

Because Cleverbase provides several services, we have divided our Terms and Conditions per service. This way we keep the size limited. These general user conditions (this document) apply from the moment you register with Cleverbase and also apply when using other Cleverbase services.

1.1 Which definitions do We use in this document?

Terms and definitions sometimes contain terms that may not be easily understood by everyone. Because We think it’s important that our terms and conditions for users are understandable for anyone, We will explain the most important concepts first.

Subscriber: a natural person or legal entity who is part of an agreement with Cleverbase. The subscriber enters into an agreement with Cleverbase on behalf of one or more Certificate Holders. At the domain Citizen, subscribers and Certificate Holders are always the same party.

Terms and conditions for users: the arrangements described in this document, that apply to all the services provided by Cleverbase.

Authorised Representative: the natural person who, according to a public register, the articles of association, a statutory provision, an instrument of appointment or delegation, or a power of attorney, is authorised to bind the legal person in respect of the legal acts to which these terms and conditions for users relate.

Cleverbase: The qualified trust service provider with whom Subscriber enters into an agreement to provide trust services. Cleverbase is the organization behind Cleverbase.

User: also known as end-user. A natural or legal person who uses a service of Cleverbase.

PKIoverheid: the Public Key Infrastructure (PKI) provided by the Dutch government, which serves to issue and manage electronic Certificates.

Trust Service Provider or TSP: a natural or legal person who issues Certificates, and provides other services regarding electronic signatures. A TSP's main purpose is to provide Certificates and key information. A TSP will also be ultimately responsible for the delivery of the certification services. Cleverbase is a Trust Service Provider acting under the name Cleverbase.

Relying Party: any natural or legal person who receives a certificate and/or acts in reliance on that certificate.

Cleverbase: Qualified Trust Service Provider Cleverbase ID B.V. who provides services to the User under the brand name and trademark Cleverbase, located at Maanweg 174, 2516 AB, The Hague and registered with the Dutch Chamber of Commerce (KvK) under number 67419925.

1.2 Hierarchy of documentation

This document is written with due care. However, in case of disputes between documentation, the following hierarchy exists:

  1. The privacy statement
  2. The certification practice statement
  3. The identity proofing service practice statement
  4. PKI disclosure statement
  5. The terms & conditions for users in Dutch
  6. The terms & conditions for users in English
  7. The product conditions in Dutch
  8. The product conditions in English
  9. Other public outings by Cleverbase

2. When are you a User of Cleverbase?

After you have downloaded the Cleverbase app and done the following in the Cleverbase app, you are a Cleverbase user.

  1. You have entered your email address
  2. You have chosen a PIN code for using Cleverbase
  3. You agreed to the Terms and Conditions for users.

If you are a legal person, you become a User of Cleverbase when an Authorised Representative agrees to these terms and conditions for users on behalf of the legal person. In addition, the natural persons who use the services on behalf of the legal person have completed the steps listed above. Cleverbase establishes the identity of the legal person and the authority of the Authorised Representative. How this is done is described in the identity proofing service practice statement and the product conditions for the service concerned.

3. How do you use Cleverbase?

After you have registered as a User of Cleverbase, you can start using our services for free, unless it is explicitly mentioned that payment is required for the use of said service. If it concerns a paid service, you will first need to sign an agreement with Cleverbase.

The content of the service, the way you should use the service and, if applicable, the fees for the service are described in the specific subscription agreement. If there are costs associated with the usage of a service, you will have to pay the cost in advance. The subscription agreement starts when you as a User expressly declare that you wish to purchase the service offered by Cleverbase.

4. Do you pay for your Cleverbase subscription?

Cleverbase services are free to use for individual users, unless explicitly stated otherwise before using a particular service. In the case of paid services, Cleverbase uses the following payment procedures and methods.

4.1 Free services

For free services just as for paid services, Cleverbase will never share personal data in any form with third parties without the explicit consent of the user and only as an intrinsic part of the service provided.

4.2 Paid services

If applicable, the fee that you have to pay for a paid service is communicated in advance. The fee amount is included in the subscription agreement for the specific service.

4.3 Fee change

Cleverbase may change the rates for paid services during the term of the subscription agreement. As a subscriber, you will be informed by Cleverbase about any changes, no later than three months before the rate change takes place. If you do not agree with the rate increase, you have to inform Cleverbase at least one month before the rate change will take place. The termination will then take place when the rate change occurs.

4.4 Other payment stipulations

All taxes, impositions, and such - under whatever name and imposed by whomever - which is related to the relationship between you as a subscriber and Cleverbase are at the expense of the subscriber, unless otherwise agreed in writing or a provision of mandatory law regulation.

Cleverbase has a standard term of payment of 14 days. If you, as a subscriber, fail to settle a claim after a reminder or notice of default, Cleverbase has the right to suspend the services until all outstanding claims of obligations have been done. Cleverbase shall then also have the right to hand over the claim. All costs incurred by Cleverbase for this purpose, such as: collection and administration costs, judicial or extrajudicial costs, and costs to be made for legal assistance and legal advice, shall in that case be at your expense as subscriber.

5. What should you expect from us as a User?

You can expect several things from us as a User of Cleverbase. Most importantly, these things include, or are related to, the issuance and management of Certificates, the way personal data is handled, confidentiality and the availability of our services.

5.1 Personal data

As far as Cleverbase processes personal data, it processes them for the User. The purpose of processing the personal data by Cleverbase is to execute the agreement with the User. Moreover, Cleverbase will comply with the applicable laws and regulations regarding privacy. In doing so, Cleverbase acts as set out in the privacy statement, which can be consulted via: https://cleverbase.com/en/legal/privacy-statement/.

Without permission of the User, Cleverbase will not provide any information or personal data to third parties, unless Cleverbase is obliged to do so by a court of law due to a statutory obligation.

5.2 Confidentiality

Cleverbase undertakes to keep secret all information provided by you, the User. Only if Cleverbase is obliged by law or by a court of law to share this information, then We are no longer obliged to keep this information secret. Cleverbase also makes an exception to the secrecy obligation if the information is important to Cleverbase in the conduct or outcome of legal proceedings, including the disciplinary judge, criminal judge or civil judge.

5.3 Availability of services

Cleverbase will do what is commercially reasonable to ensure availability and access to its services. However, Cleverbase does not guarantee that these services will be continuously available, accessible and error-free.

As Cleverbase, We will endeavour to take the necessary measures to ensure that the use and availability of our services, online applications and other applications as much as possible can be guaranteed. In order to guarantee the use and availability as much as reasonable, Cleverbase will (temporarily) block or deactivate the services, online applications and other applications, or limit their use. In case this is necessary from time to time to perform preventive or regular maintenance or upgrades. Cleverbase may also (temporarily) block the use and availability or disable it, if there is an actual or suspected security breach, or another emergency situation. In all these cases, you as the User have no right to claim damages from Cleverbase.

6. What do We expect from you as a User?

In addition to what We have already described under "How do you use Cleverbase?” - We would like to mention a few more agreements in which We indicate what We expect from you as a User.

6.1 Correct and complete information

As a User, you guarantee the correctness and completeness of the information provided by you or on your behalf as User to Cleverbase. This applies at all times, i.e. during registration as well as during the use of the service(s). If it is the case that certain information is incorrect or incomplete, Cleverbase has the right to change the information. Cleverbase has the right to withdraw your registration as a User or to stop or change the supply of services. Cleverbase may at its own discretion determine which of the before mentioned measures in this case. Cleverbase will determine this in all reasonableness.

6.2 Safe usage

You are responsible for the correct and safe use of Cleverbase services. Safe use means:

  • Keeping your PIN secret.
  • Prevent others from accessing the Cleverbase app installed on your mobile phone.
  • Use of a sufficiently modern mobile phone and corresponding operating system. We state the minimum requirements on our website.
  • Keep the software you use Cleverbase on safe and up to date. (for example: use of virus software, timely updating of operating programs and other security measures, use of secure network (connections)).

6.3 Other rules regarding the services

The User will ensure that there will be no improper or illegitimate use of the services. In any case, they will ensure that no action is taken in violation of the law or regulations, that no one is involved in committing criminal offences, and that no one is damaging the reputation or integrity of Cleverbase.

The User's rights under these terms and conditions for users are non-transferable.

6.4 Relying party

A relying party is the recipient of the result of a Cleverbase trust service. A relying party is responsible for determining whether this result is sufficient for the purpose for which it intends to use it. It is also recommended that the relying party takes into account the Terms and Conditions and any additional product conditions.

If you as a User are a legal person or its Authorized Representatives, you will notify Cleverbase without delay, and in any event within five working days of becoming aware of the change, that the registered name, the legal form, the registration number or the registered office of the legal person has changed, that the legal person has been dissolved, merged, demerged or converted, has been declared bankrupt or has been granted a suspension of payments, or that a person who has acted with Cleverbase on behalf of the legal person is no longer authorised to do so.

7. When are you no longer a User of Cleverbase?

You may decide to no longer be a User of Cleverbase. The services you are using from Cleverbase and for which you have entered into a subscription agreement with us can be terminated. You must submit your termination to us by email or in writing.

7.1 User’s right of withdrawal

After you’ve become a User of Cleverbase, you have the opportunity to revoke your registration as a user in the first 14 days after your registration. Furthermore, if you have indicated and explicitly declared that you would like to purchase a subscription service from Cleverbase, you also have a right to withdraw within 14 days. In doing so, you, as a User, also declare that you now waive your right of termination as soon as Cleverbase has fulfilled the agreement.

If, as a User, you utilise your 14-day right of withdrawal, We refund the administration costs for registering as a User. Cleverbase reserves the right to charge variable costs in case you do not have made normal use of the registration or services of Cleverbase. This includes, for example, excessive use of the platform and/or the services of Cleverbase, which could cause our network or platform to become overloaded, or in case We can offer less service and quality to other Users because of the overload.

This right of withdrawal applies only to a User who is a natural person and who is not acting in the course of a profession or business. If you as a User are a legal person, no right of withdrawal as referred to in this article applies to you.

7.2 User’s term of notice (other than the right of withdrawal)

In case you are a User of Cleverbase, you must take into account the following termination procedure: after We have received your termination request and this has been confirmed by Cleverbase by email, the subscription agreement will be terminated within one month after you have received the confirmation from us. Any amounts paid in advance will be charged and, if applicable, settled and refunded according to the period used.

7.3 Termination by Cleverbase

Cleverbase is entitled to discontinue service with the User when any of the following situations occur:

  • if you fail to fulfil your obligations under the subscription agreement(s);
  • if you have provided incorrect or incomplete information;
  • if you as a User misused the services provided to you by Cleverbase;
  • if you committed criminal or unlawful acts through the services of Cleverbase;
  • if the manner in which you use the services of Cleverbase may lead to disruptions, disabling or limiting the availability or access of the Cleverbase services, or that Cleverbase might suffer damage as a result.

In certain situations you will no longer be a User of Cleverbase, due to circumstances on the part of Cleverbase. This is in the event that Cleverbase stops providing its services due to changes in laws or regulations, or in case there are technical or business reasons.

8. Other important things to consider

Here are some general conditions discussed that you, as a User of Cleverbase, should also take into account:

8.1 Modification of general terms and conditions for users

Cleverbase may be required to change its services or parts of its services due to new laws or regulations. If Cleverbase has to make this change to its services or other significant changes to its terms and conditions for users, We will inform you as a User in advance via the website www.cleverbase.com. These changes will then apply with effect from 30 calendar days after Cleverbase has informed you.

Cleverbase also reserves the right to make changes or adjustments to the Terms and Conditions for users. If We decide to make such significant changes or additions, We will inform you as User in advance via the website www.cleverbase.com. This amendment will then apply with effect from 30 calendar days after notification to you as a User, for all the current subscription agreements and for all the services still purchased by you.

When it occurs that certain conditions or agreements in these general conditions are not valid or can be destroyed, then that does not affect the validity of the other conditions and agreements described here. For the condition or agreement that is then no longer valid, Cleverbase shall have the right to propose a new condition and agreement that comes as close as possible to the content and purport of the previous agreement.

Deviation from these conditions is only possible if Cleverbase confirms this in writing in advance. What is then agreed upon in writing between Cleverbase and the User, and deviates from what has been determined here, will prevail. The rest of the conditions that are not deviated, will continue to exist and be valid.

8.2 Liability, risks and force majeure

Cleverbase shall only be liable for damages suffered by the User or Relying Party due to use of or reliance on Cleverbase, when that damage is caused by a failure attributable to Cleverbase in complying with these general conditions. Cleverbase excludes all liability for indirect damages suffered completely. Think for example of consequential damage and/or loss of profits such as reduced goodwill, lost profits or missed savings. The liability of Cleverbase is limited to the amount of the Fees paid by the User or Relying Party (exclusive of VAT) during the twelve months preceding the first event that gave rise to Cleverbase’s liability with a maximum of €50.000 per event. A series of connected events shall be considered one single event.

If you, as a User, have a dispute with a third party and as a result of this dispute Cleverbase becomes involved in a seizure or procedure, then you as User will have to reimburse all costs that Cleverbase suffers as a result of this reimbursement.

For the sake of completeness, Cleverbase explicitly states that it is not liable for all other forms of damage. In particular, Cleverbase is not liable for damage regarding Certificates issued or managed by it, and also not for damage which has been caused by incorrect use by the User.

If you, as a User, assert that you are entitled to compensation, you must inform Cleverbase as soon as possible by email, after the damage has occurred. If you, as a User, do not report this to Cleverbase within three (3) months after the damage arose, then your claim for compensation expires.

As a User, you indemnify Cleverbase against all claims of third parties. In particular, as User you indemnify Cleverbase for claims of third parties for damage caused by a product that has been supplied by you as User in which a part or whole of services has been provided by Cleverbase. Unless you as a User can prove that the damage was caused by what Cleverbase delivered.

If Cleverbase is temporarily unable to perform its services and agreements due to force majeure, then Cleverbase has the right to suspend its services for the duration of the force majeure. In this case Cleverbase understands force majeure to include all circumstances that hinder the performance of the services which Cleverbase cannot do anything about to remedy this. If, due to force majeure, it is not possible for Cleverbase to perform its services, Cleverbase will have the right to terminate the registration and/or subscription agreement(s) with you as a User in whole or in part. In doing so, Cleverbase cannot be obliged or compelled by the User to pay damages or a penalty.

8.3 Intellectual property

The intellectual and industrial property rights, such as copyrights and trademark rights, which (might) rest on the services provided by Cleverbase to the User, remains the property of Cleverbase under all circumstances. This also applies to all websites, software devices, materials or other documents that are in any way connected with these services and rights. If there is a question concerning a transfer of intellectual or industrial property rights from Cleverbase to the User, then this will always have to be explicitly stated in advance and in writing in an agreement. Cleverbase indemnifies the User from claims by third parties regarding possible infringement of intellectual property rights by Cleverbase.

9. What do We do in case of a complaint or dispute?

These terms and conditions for users have been written in accordance with the Dutch law and the Dutch law shall apply to these terms and conditions for users to the exclusion of any other provisions.

If you have a complaint, We ask you to notify Cleverbase of this as soon as possible. Cleverbase will then assess your complaint seriously and try to reach a mutual solution. You can file a complaint to our customer service by sending an email to klantenservice@cleverbase.com. As soon as possible and at the latest within ten (10) working days, We will contact you.

In case of a dispute where Cleverbase and the User do not reach a solution among ourselves, Cleverbase will submit this dispute to the judge in The Hague. This judge is exclusively competent to adjudicate disputes between a User as a legal person and Cleverbase. If you are a User of Cleverbase, you may submit your dispute to the judge in The Hague or to the judge competent for your place of residence.