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Terms & Conditions

The Terms and Conditions were last updated on 16/10/2024

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1. Introduction

 

Baseboard (“Baseboard”, “We, “Our, “Us”) offers a process documentation application (“Service”) and consultancy (“Consultancy”). You may use the Service and/or Consultancy by accepting these terms and conditions (“Terms”). These Terms are a binding legal agreement between You and Us. We expressly reject any applicability of Your purchasing terms or any other of Your conditions. 

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If You are using this Service on behalf of a business or other legal entity, You declare that You have the authority to bind such entity to these Terms, in which case the terms You or Your shall refer to such entity. By accessing and using the Service, You acknowledge that You have read, understood, and agree to be bound by the Terms. If You do not agree with these Terms, please do not access or use the Service.

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2. Account and Use of the Service

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If You create an account in our Service, You are responsible for maintaining the security of Your account and You are fully responsible for all activities that occur under the account and any other actions taken in connection with it. You must immediately notify Us of any unauthorized uses of Your account or any other breaches of security. 

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We have the right to give instructions upon the use of the Service, You agree to follow such instructions. 

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We may suspend, disable, or delete Your account (or any part thereof) if We determine that You have violated any provision of these Terms or that Your conduct or content would tend to damage Our reputation and goodwill, or by Our discretion. If We delete Your account for the foregoing reasons, You may not re-register for Our Service. If You or We terminate your subscription, We shall delete all information from Your Account within one (1) month.

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Although the Service may link to other resources (such as websites, mobile applications, etc.), We are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated herein.

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Although we try our best, we do not guarantee that the Service is error-free and operates without interruptions. We will make reasonable effort to correct errors in the Service within a time frame at Our discretion, provided we have control over the underlying software and relevant errors have been reported to us with detailed descriptions. We are never obliged to restore corrupted or lost data other than by reinstating, where possible, the most recent available backup of the relevant data. We may temporarily disable the Service for maintenance and we will try to keep these interruptions as short as possible. We reserve the right to stop the Service at any time. We will keep all Your information on Our servers for a three (3) month period after in order for you to back them up.

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3. Membership and Payment

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Unless otherwise specified in an agreement, You are agreeing to pay a monthly subscription fee for the use of the Service. Your subscription begins as soon as Your initial payment is processed. Your subscription will automatically renew each month until You cancel. If You wish to cancel Your subscription with Us, You must cancel seven (7) days before Your next payment is due to be collected.

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All Our prices are exclusive of value-added tax (VAT/BTW) and other product- or service-specific government-imposed charges. We set the prices in Euros and You are expected to pay in Euros.

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Your payment obligations shall be deemed fulfilled once the amount due is credited to Our bank account. All Service fees are non-cancellable and are non-refundable, except as otherwise provided for herein and unless cancellable or refundable under the applicable laws.

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If You fail to fulfill your payment obligations within the due date, We may decommission Your use of the Service, products, websites and/or the other facilities offered; suspend or terminate your account; or suspend or terminate our Consultancy.

We may change the subscription fees from time to time. When We do, we will notify You in a manner at Our discretion such as, but not limited to, a notification within the service or through the contact information You have provided. You have the right to terminate the Service without any costs within seven (7) days after the subscription fees have been changed.

 
4. Fair Use Policy

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Fair use includes the responsible use of the Service. Unusually high amount of data storage or use of compute power which is outside the norm is unfair and can lead to suspension or termination of Your Account.

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We reserve the right, by comparing the data use of clients, to ascertain, in Our own judgment, if the usage of data or compute power is outside the norm and/or is non-compliant. In any case It is forbidden to use the Service in such a way that:

  1.  there is no fair use;

  2. damage may occur in the systems and/or services of Baseboard and/or third parties;

  3. disruptions in use in the systems and/or services of the Baseboard and/or third parties may occur.

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Non-compliance to this Fair Use Policy reserves Us the right, in our own judgment, to decommission Your use of the Service, Consultancy, products, websites and/or the other facilities offered; and/or charge additional costs on the base of fair use; and/or suspend or terminate your account.

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5. Prohibited uses

 

In addition to other terms as set forth in the Terms, You are prohibited from using the Service:

  1. for any unlawful purpose;

  2. to solicit others to perform or participate in any unlawful acts;

  3. to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;

  4. to infringe upon or violate Our intellectual property rights or the intellectual property rights of others;

  5. to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;

  6. to submit false or misleading information;

  7. to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service, third party products and services, or the Internet;

  8. to spam, phish, pharm, pretext, spider, crawl, backwards engineer or scrape;

  9. use any bots;

  10. for any obscene or immoral purpose; or

  11. to interfere with or circumvent the security features of the Service, third party products and services, or the internet.

  12. to upload any privacy sensitive data (as described under, but not limited to GDPR/CCPA)

  13. to use any API in connection with Our Service, unless explicitly provided by Us or explicitly agreed to by Us.

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We reserve the right to suspend or terminate Your use of the Service for violating any of the prohibited uses.

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6. Intellectual property rights

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Means all present and future rights conferred by statute, common law or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection and any other results of intellectual activity which subsist or will subsist now or in the future in any part of the world. 

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These Terms do not transfer to You any intellectual property owned by Us or third parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with Us. All trademarks, service marks, graphics and logos used in connection with the Service, are trademarks or registered trademarks of Us or its licensors. Other trademarks, service marks, graphics and logos used in connection with the Service may be the trademarks of other third parties. Your use of the Service grants You no right or license to reproduce or otherwise use any of Our or third party trademarks.

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Any data that You upload in Our Service, shall be Yours. Any proprietary right shall not transfer to Us.

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7. Consultancy

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To help You make use of Our Service, we may offer Consultancy. We will make every effort to perform this with care and in accordance with the agreements with you. Consultancy is however provided by Us based on a best-effort obligation. The burden of proof that the (manner of) advice and Consultancy do not meet what was agreed upon in writing or what could reasonably be expected lies entirely with You. The use of any advice provided by Us is always at Your own risk. We, Our affiliates, directors, officers, employees, agents, suppliers and licensors are not liable for any damage or costs resulting from the use or misuse of access or identification codes, certificates, or other security measures, unless the misuse is caused by gross negligence or tort.

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8. Limitation of liability

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To the fullest extent permitted by applicable law, in no event will We, Our affiliates, directors, officers, employees, agents, suppliers and licensors be liable to any person or organization for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use of content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) unless caused by gross negligence or tort.

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Our liability is limited to an amount no greater than any amounts actually paid by You to Us for the prior three (3) month period prior to the first event or occurrence giving rise to such liability. For the amount that We are liable, such amount shall be credited to Your account and shall not be disbursed in cash. The limitations and exclusions also apply if this remedy does not fully compensate You for any losses or fails of its essential purpose.

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We do not assume any responsibility or liability for the actions, products, apps, tools, and content of any other third parties. You should carefully review the legal statements and other conditions of use of any resource which You access through a link on the Service. Your linking to any other off-site resources is at Your own risk.

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9. Indemnification

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You agree to indemnify and hold Us and Our affiliates, directors, officers, employees, agents, suppliers and licensors harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys fees, incurred in connection with or arising from any third party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to Your use of the Service or Consultancy, any non-compliance to these Terms or any willful misconduct on Your part.

 
10. Severability

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All rights and restrictions contained in these Terms may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render these Terms illegal, invalid or unenforceable. If any provision or portion of any provision of these Terms shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect. In the event of any conflict between the agreements made between You and Us and these Terms, the provisions of these Terms shall prevail, unless We expressly agreed otherwise in writing, with specific reference to these Terms.

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11. Dispute resolution

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Any disputes arising out of these Terms shall be governed by the laws of the Netherlands without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of the Netherlands. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in Utrecht, the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

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12. Changes and amendments

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We reserve the right to modify these Terms at any time at Our discretion. When We do, We will revise the updated date at the top of this page and notify You in a manner at Our discretion such as, but not limited to, a notification within the service or through the contact information You have provided.

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An updated version of these Terms will be effective immediately upon the posting of the revised Terms unless otherwise specified. Your continued use of the Service and/or Consultancy after the effective date of the revised Terms (or such other act specified at that time) will constitute Your consent to those changes.

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13. Acceptance of these terms

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You acknowledge that You have read these Terms and agree to all its terms and conditions. By accessing and using the Service You agree to be bound by these Terms. If You do not agree to abide by these Terms, You are not authorized to access or use the Service.

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If You have any questions, concerns, or complaints regarding these Terms, We encourage You to contact Us by sending an email to legal@baseboard.pro.

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