Terms & Conditions

 

These General Terms and Conditions apply to the use of the Service by the User. Please read these General Terms and Conditions carefully so that you are aware of your rights and obligations as a User of the Service.

These General Terms and Conditions constitute a valid and binding agreement between Security Monitor and you, the User, in relation to the use of the Service. By ticking the checkbox “Yes, I agree to the General Terms and Conditions” or by using the Service in any way, you agree to be bound by these General Terms and Conditions.

These General Terms and Conditions are available for download and printing at securitymonitor.io.

 

1. Definitions and Applicability

(1.1) In these General Terms and Conditions, the following capitalised terms, whether used in singular or plural, shall have the following meanings:

(1.2) Offer means the offer made by Security Monitor to the User for the provision of the Service, whether in the form of a written quotation or otherwise.

(1.3) Account means the profile registered or to be registered by the User on the Platform in order to make use of the Platform.

(1.4) General Terms and Conditions means this set of general terms and conditions of Security Monitor applicable to the User’s use of the Service.

(1.5) GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and the free movement of such data, repealing Directive 95/46/EC (General Data Protection Regulation).

(1.6) Service means the provision by Security Monitor to the User of access to (parts of) the Platform and/or the performance of other or additional services.

(1.7) User means the natural or legal person making use of the Service.

(1.8) Intellectual Property Rights means all intellectual property rights and related entitlements, including but not limited to copyrights, database rights, trade name rights, trademark rights, design rights, patent rights, know-how, rights to confidential information, trade secrets and/or domain name rights.

(1.9) Security Monitor means the private limited liability company under Dutch law Security Monitor B.V., with its registered office in Montfoort at Tasveld 1 C (3417 XS), and registered with the Chamber of Commerce under number 97257559.

(1.10) Agreement means the entire arrangement between Security Monitor and the User regarding the provision and use of the Service, including the Platform, of which these General Terms and Conditions form an integral part.

(1.11) Party means either Security Monitor or the User.

(1.12) Parties means Security Monitor and the User jointly.

(1.13) Personal Data means personal data as defined in Article 4.1 of the GDPR.

(1.14) Platform means the Security Monitor platform, and any other or future modules, made available via the internet as Software as a Service (SaaS), enabling automated website vulnerability scans with results presented to the User.

(1.15) Privacy Policy means the privacy policy of Security Monitor, available at https://securitymonitor.io/privacy-policy/ .

(1.16) Website means the website of Security Monitor, available at https://securitymonitor.io  including all underlying pages.

(1.17) These General Terms and Conditions apply to the Service, including all use thereof.

(1.18) Any general terms and conditions of the User, such as purchasing conditions, shall not apply and are hereby expressly excluded.

 

2. Security Monitor Contact Details

(2.1) For questions, complaints or other matters, the User may contact Security Monitor via the following details:

Security Monitor B.V.
Tasveld 1 C
3417 XS Montfoort
The Netherlands
info@securitymonitor.io

 

3. Formation of the Agreement

(3.1) Security Monitor provides the User with an Offer specifying the Service offered and the fee payable upon acceptance.

(3.2) Offers are non-binding and impose no obligation on the User.

(3.3) If an Offer is made by means of a written quotation, it shall be valid for 14 calendar days after dispatch, unless stated otherwise.

(3.4) The description of the Service in the Offer is binding. Security Monitor shall not be bound by any deviating acceptance by the User, even if such deviation is minor.

(3.5) If the Offer is based on information supplied by the User that proves to be incorrect or incomplete, Security Monitor may adjust the Offer and/or related fees accordingly, even after the Agreement has been concluded.

(3.6) The User may not rely on the Offer if they can reasonably understand that it contains an obvious error or mistake.

(3.7) The Agreement is concluded upon acceptance of the Offer, creation of an Account, use of the Service, or otherwise agreeing to these General Terms and Conditions.

(3.8) The User declares that such acceptance is made by an authorised person.

 

4. Responsibilities of the User

(4.1) The User declares and guarantees that they are authorised to use the Service.

(4.2) The User is responsible for meeting the technical and functional requirements for access to and use of (parts of) the Service. The User bears the risk of loss, theft, or damage to any data.

(4.3) The User is responsible for the correct operation of third-party products and/or services and their integration with the Platform.

 

5. Account

(5.1) To use the Platform, the User must create an Account using a valid email address and correct business and/or personal information. The User guarantees that the provided information is correct, complete, and kept up to date.

(5.2) The User’s Account is strictly personal and may not be shared unless authorised by Security Monitor.

(5.3) The User is responsible for securing their Account and for keeping login credentials confidential.

(5.4) The User is fully responsible and liable for all actions carried out through their Account.

(5.5) The User must notify Security Monitor immediately in the event of suspected or unauthorised use. Security Monitor may suspend or close the Account.

(5.6) Security Monitor reserves the right to suspend or terminate the Account if the User breaches the Agreement.

 

6. The Platform and the Service

(6.1) The User acknowledges and accepts that Security Monitor merely provides access to the Platform.

(6.2) The Service is provided “as is”. Security Monitor does not guarantee that the Service will be error-free, complete, or up-to-date. Interruptions may occur due to internet outages, software errors, or viruses.

(6.3) The Service is solely intended for the use described in the Agreement, on the Website and Platform. Any other use is expressly prohibited.

(6.4) The User shall not use the Service for unlawful purposes, nor breach applicable laws or regulations. In particular, the User shall not:

(6.4.1.) commit or encourage criminal offences;
(6.4.2.) infringe Intellectual Property Rights;
(6.4.3.) violate privacy or other rights of third parties;
(6.4.4.) breach any applicable state, federal or international law.

(6.5) If the User breaches this clause, Security Monitor may take any necessary measures, including suspension or termination of access. Security Monitor is not liable for any resulting data loss.

(6.6) Security Monitor may take preventive or corrective action as deemed necessary, including restricting or terminating access, without liability.

(6.7) Security Monitor may use third-party suppliers or services. The User consents unconditionally to this. Security Monitor is not liable for third-party services or their outcomes.

(6.8) Security Monitor may modify or upgrade the Platform, including adding, changing or removing functionalities. Availability on specific systems or hardware is not guaranteed.

(6.9) Maintenance or upgrades may require temporary suspension of the Platform. Security Monitor shall aim to announce such suspensions in advance and keep downtime minimal.

(6.10) Security Monitor is not responsible for any decisions made by the User based on the Service and offers no performance guarantees.

(6.11) The User is fully responsible and liable for all actions performed using the Service and shall indemnify Security Monitor against third-party claims resulting therefrom.

(6.12) The Platform may include links or integrations with third-party software or platforms. Security Monitor has no control over these and assumes no liability for their use. The User acknowledges that separate third-party terms may apply.

 

7. Services Other than Provision of the Platform

(7.1) Upon request or with prior written consent of the User, Security Monitor may perform additional services beyond provision of the Platform, including but not limited to consultancy and/or support.

(7.2) If Security Monitor performs such additional services, the User shall pay for these at the agreed hourly rates, or if not agreed, at Security Monitor’s standard hourly rates.

(7.3) If the User requests services outside the scope of the Agreement (“additional work”), Security Monitor is not obliged to perform such services. Security Monitor may require a separate agreement for such additional work.

(7.4) The User acknowledges and accepts that additional work may impact the execution of the Agreement, responsibilities of the Parties, and any agreed rates or deadlines.

(7.5) The occurrence of additional work does not entitle the User to terminate, rescind or annul the Agreement.

 

8. Fees and Payment

(8.1) The User shall pay Security Monitor the fees for the Service as specified in the Offer or as otherwise agreed.

(8.2) Security Monitor is entitled to adjust its rates. The User shall be informed at least one calendar month in advance. If the increase exceeds 10% and the User does not accept it, the User may terminate the Agreement within 30 days of notification, effective on the date the increase takes effect.

(8.3) All prices quoted by Security Monitor are exclusive of VAT and in euros, unless explicitly stated otherwise.

(8.4) Payments must be made in euros, unless otherwise agreed.

(8.5) Payments shall be made in advance on a monthly basis, unless explicitly agreed otherwise.

(8.6) The User agrees to electronic invoicing by Security Monitor.

(8.7) The payment term for invoices issued by Security Monitor is 14 calendar days from the invoice date, unless explicitly stated otherwise.

(8.8) Failure by the User to pay on time entitles Security Monitor to suspend its obligations under the Agreement without releasing the User from its payment obligations.

(8.9) Payment terms are strict deadlines. If the User fails to meet them, the User is in default by operation of law. In that case, the User shall owe statutory commercial interest and all collection costs, including legal and out-of-court costs (e.g., lawyers, bailiffs, collection agencies). Out-of-court costs shall be calculated based on the Dutch Collection Costs Scale (BIK).

(8.10) The claim for payment becomes immediately due if the User is declared bankrupt, applies for suspension of payment, has its assets fully seized, or enters liquidation or dissolution.

 

9. Intellectual Property Rights

(9.1) All Intellectual Property Rights to all works developed or made available under the Agreement or the Service – including but not limited to the Service, the Platform, the Website and all related materials such as software, user interfaces, source code and object code, documentation, reports and preparatory materials – are held exclusively by Security Monitor and/or its licensors.

(9.2) The User shall only obtain the rights of use expressly granted under the Agreement or by law. These rights of use are non-exclusive, non-transferable, non-sublicensable, limited to the duration of the Agreement and are solely intended for use of the Service.

(9.3) Unless explicitly agreed otherwise in writing, the right of use granted to the User shall not apply to third-party products, services, or integrations. In such cases, the relevant third-party terms and conditions shall apply.

(9.4) All rights not expressly granted to the User shall be reserved by Security Monitor and/or its licensors.

(9.5) The User is expressly not permitted to download, copy, modify, reverse engineer, decompile, publish or use any part of the Service or Platform for any direct or indirect commercial purposes or other purposes not agreed.

(9.6) The User may not remove or modify any indications concerning the confidential nature or Intellectual Property Rights.

(9.7) Security Monitor may implement (visible or invisible) technical measures to protect the Service or materials. The User shall not remove or circumvent such measures.

(9.8) The User shall not infringe the Intellectual Property Rights of Security Monitor and/or its licensors. This includes – but is not limited to – unauthorised disclosure or reproduction of the Platform or materials, or registration of domain names, trade names, trademarks or keywords in search engines that resemble or are identical to protected elements of Security Monitor.

 

10. Privacy

(10.1) During use of the Service, the User may provide data to or such data may be collected by Security Monitor. Where such data qualifies as Personal Data, it shall be processed in accordance with the Privacy Policy and applicable law.

 

11. Indemnification

(11.1) To the maximum extent permitted by applicable law, and unless mandatory law provides otherwise, the User shall be liable for and indemnify Security Monitor and its affiliates, management, and staff against all liability, loss, damage, penalties, costs, or third-party claims (including legal fees on an indemnity basis) arising from or related to the User’s use of the Service, breach of the Agreement, and/or unlawful conduct, including but not limited to infringement of Intellectual Property Rights.

 

12. Liability

(12.1) Security Monitor’s liability for damages resulting from a culpable breach, tort or otherwise, is excluded to the extent permitted by law.

(12.2) If Security Monitor is liable under mandatory law, such liability shall be limited per event (or series of related events) to the amount paid out under its professional liability insurance.

(12.3) If no insurance coverage applies, Security Monitor’s liability is limited to direct damages up to twice the amount (excluding VAT) paid by the User in the three months prior to the incident, capped at EUR 5,000.

(12.4) Direct damages are strictly limited to:

(12.4.1.) Material damage to property;
(12.4.2.) Reasonable costs to prevent or limit direct damage;
(12.4.3.) Reasonable costs to determine the cause and extent of the damage.

(12.5) Notwithstanding the above, Security Monitor’s liability for death, personal injury, or material damage is capped at EUR 1,250,000.

(12.6) Liability for indirect damage is always excluded. Indirect damage includes (but is not limited to): consequential damage, loss of profits, loss of business, lost savings, lost data, and damage to reputation or goodwill.

(12.7) Security Monitor shall not be liable for acts or omissions of third parties or for failures in third-party products or services. The User may report issues to Security Monitor, which may choose to replace the third party or service, or implement a workaround.

(12.8) The exclusions and limitations in this article do not apply in cases of intent or deliberate recklessness by Security Monitor or its executive management.

(12.9) Unless performance becomes permanently impossible, Security Monitor shall only be liable for breach if the User gives immediate written notice of default, allows a reasonable remedy period, and Security Monitor still fails to comply.

(12.10) Claims for compensation not reported within 12 months from when they arose shall lapse. This does not affect the User’s duty to complain promptly.

(12.11) The User is fully responsible for lawful use of the Service. The User shall ensure compliance with all applicable laws, third-party terms, and avoid infringement of Intellectual Property Rights. The User shall indemnify and hold Security Monitor harmless from all related third-party claims.

 

13. Force Majeure

(13.1) A Party shall not be held liable for any failure to perform its obligations under the Agreement if such failure results from force majeure.

(13.2) Force majeure shall include, in addition to its definition under law and case law, illness or absence of essential employees, interruptions in power supply, strikes, civil unrest, fire, natural disasters, flooding, supplier failures, third-party disruptions, internet or hardware failures, epidemics, pandemics, government actions, and all other causes beyond Security Monitor’s control.

(13.3) The Party invoking force majeure shall use reasonable efforts to minimise the duration of the force majeure event.

(13.4) In case of force majeure, Security Monitor is entitled to suspend its obligations or to terminate the Agreement immediately, without liability for any resulting damages.

 

14. Duration and Termination

(14.1) The Agreement is entered into for the term agreed by the Parties. If no term is specified, a fixed term of 12 months shall apply.

(14.2) Upon expiry, the Agreement shall be tacitly renewed for the same duration unless terminated by either Party in accordance with the Agreement.

(14.3) The User may terminate the Agreement in writing only at the end of its term. Security Monitor may terminate the Agreement at any time with immediate effect.

(14.4) Either Party may terminate the Agreement in case of a breach by the other Party, after a written notice of default with a reasonable cure period has been provided and the breach is not remedied.

(14.5) If part of the Service has already been delivered at the time of termination, that part and related payment obligations shall not be subject to reversal.

(14.6) Upon termination for any reason, Security Monitor shall not be obliged to refund any fees. Upon termination:

(14.6.1) All rights of the User under the Agreement immediately cease;
(14.6.2) The User shall not be entitled to any refund.

(14.7) All clauses intended to survive termination shall remain in effect, including those on liability, intellectual property, applicable law, dispute resolution, and this clause.

 

15. Exit

(15.1) For continuity purposes, Security Monitor shall provide reasonable assistance to facilitate the User’s transition to another provider upon written request, made within 30 days after termination.

(15.2) During this 30-day period, exportable User data will not be deleted by Security Monitor.

(15.3) Such assistance can only be provided if the new provider’s infrastructure is compatible with the Service. Security Monitor shall not be liable for any damages related to the transition.

(15.4) The User shall compensate Security Monitor for its work during the transition at agreed or standard hourly rates.

 

16. Applicable Law

(16.1) The Agreement, the Platform, the Service, and all legal acts and disputes arising from them are governed exclusively by Dutch law, unless mandatory law dictates otherwise.

(16.2) The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not apply.

 

17. Disputes

(17.1) All disputes arising out of or in connection with the Agreement shall first be resolved through mutual consultation.

(17.2) If resolution is not reached within 30 days, the dispute shall be submitted exclusively to the competent court of the District Court of Midden-Nederland, location Utrecht, the Netherlands.

 

18. Miscellaneous Provisions

(18.1) In these General Terms and Conditions, the term “in writing” also includes communication via email, provided the identity of the sender and the integrity of the message can be sufficiently established.

(18.2) If the Agreement is or becomes partially invalid or void, the remaining provisions shall remain in full force. Security Monitor shall replace the invalid or void provision with a valid one that mirrors the intent and legal consequences of the original as closely as possible.

(18.3) All notices and communications under the Agreement must be made or confirmed in writing.

(18.4) Security Monitor reserves the right to amend or supplement these General Terms and Conditions at any time. The User will be informed via email and/or updates on the Platform and/or upon login. The latest version will be available on the Website and Platform. If the User does not agree with the changes, their sole remedy is to stop using the Service and terminate the Agreement.

(18.5) The version of communications and documents held or stored by Security Monitor shall serve as binding evidence unless proven otherwise by the User.

(18.6) Security Monitor may subcontract or assign its rights and obligations under the Agreement to third parties. The User hereby gives prior consent. The User may only assign their rights or obligations with prior written approval from Security Monitor.