1. Introduction

Thank you for using the Service (as defined below) provided by Riskly B.V. ("Riskly"). To be eligible to register for a Riskly account and use the Service, you must review and accept the Terms of this Terms of Service Agreement (this "Agreement" or these "Terms") by signing up for an Riskly account through the mechanism provided. Please review these carefully.

2. Overview of the Riskly platform

Riskly provides a Product that allows you to manage your third party relations in an effective way so you can focus on other important aspects of your work. Riskly takes care of the administrative work within the full lifecycle of vendors and partners, leading to a stronger relationship with, and use of, third parties, while the teams spend less time on red tape.

3. Definitions

Customer Data. The data, content and other input, supplied or made available by Customer (including that of Customer end users) through the use of or access to the Service.
Data Protection Legislation. Any Data Protection Legislation as applicable, for instance the GDPR, ePrivacy Directive or any other application legislation relating to the processing of Personal data as necessary for providing the Product and/or Professional Services.
Deliverables. The output of the Agreement and/or Statement of work and implemented in accordance with those and/or a specific project plan.
Intakee. An end user of a vendor requested to complete an assessment in the Riskly Product.
Integration. A connection between two applications or systems.
Personal Data. Personal data is any information that relates to an identified or identifiable living individual. Different pieces of information, which collected together can lead to the identification of a particular person, also constitute Personal Data.
Product. The Riskly product, including any service, module, feature or modification to those offered by Riksly during the Terms of this Agreement.
Professional services. The services provided by a qualified Riskly Employee towards a Riskly customer.
Security Incident. Any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure or destruction of Customer Data related to Customer.
Service. The Product and Professional Services provided by Riskly to Customer.
Service Level Agreement. A commitment between Riskly and Customer, including aspects of the Service such as quality, availability and responsibilities.
Statement Of Work. Additional content to the Agreement describing tailored solutions that both parties are bound to.
Subscription Fee. The recurring amount of money, as agreed at the time of subscribing and any amendment thereto, to be paid by Customer to Riskly for the use of the Product or Professional Services.
System Data. Anonymized and aggregated user and other data collected by Riskly regarding the Service or Product that may be used to generate logs, statistics and reports regarding performance, availability, integrity and security of the Service.
Term. The period of time concerning the start of the Subscription Term until Customer or Riskly terminates the consumed Service or until completion of the Professional Service.
Order Form. Means an order form or other similar document (including any online form) specifying the Service to be provided hereunder and fees to be paid by Customer therefore.
User. Any individual who accesses and/or uses the Product through Customer’s account.
User account. The means of an individual, that has been granted permissions, to access and use the Product.

4. Service

4.1 Provision of the Service.

Subject to the conditions set forth in this Agreement and the applicable Statement of Work. Riskly will use reasonable commercial efforts to provide Customer the Service pursuant to the applicable Order Form(s), and Riskly hereby grants to Customer, for the Subscription Term, a non-exclusive, non-sublicensable, non-transferable, non-assignable, right to access and use the Service, and use the Product, in each case for Customer’s internal business purposes only.

4.2 Affiliates.

Customer is not allowed to add any other entities to this Agreement. A separate Agreement must be established if another entity of Customer wishes to use Riskly.

4.3 Scope.

These Standard Terms of Service apply to all offers and contracts pursuant to which Riskly provides to Customer the Product and/or Professional Services.

4.4 Support.

During the term of the Agreement, Riskly will provide the Customer with Product support. Customer can submit support inquiries via email at [email protected] 24 hours a day, seven days a week. Riskly standard support hours are 09.00 until 17:00 Amsterdam time, Monday through Friday for technical information, technical advice and technical consultation regarding Customer's use of the Service. Response and remediation on support tickets are defined in the Service Level Agreement.

4.5 Trial.

If Customer registers for a free trial to the Service, Riskly will make the Service available to Customer on a trial basis free of charge until the earlier of (i) the end of the free trial period for which Customer registered to use the Service, or (ii) the start date of any purchased subscription for the Service. Additional trial terms may appear on the trial registration website. Any such additional terms and conditions are automatically integrated into this Agreement and are legally binding. Each party may terminate the trial at any time without notice to the other party. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, FOR PURPOSES OF THE FREE TRIAL, THE SERVICE IS PROVIDED "AS-IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES OR INDEMNITIES.

4.6 Feedback.

Riskly encourages Customer to provide Riskly with suggestions or comments for enhancements or improvements, new features or functionality or other feedback ("Feedback") with respect to the Service provided. It's up to Riskly discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Riskly will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its Products and services.

5. Intellectual property rights

5.1 Intellectual property.

Except for the rights granted in this Agreement, all rights, title, and interest in and to the SaaS Products, Documentation, and Riskly intellectual property are hereby reserved by Riskly Holding B.V. and any of its affiliates. Except as provided for herein, all rights, title, and interest in and to Customer Intellectual Property are hereby reserved by Customer and any of its Affiliates.

5.2 Customer Data.

Customer owns all right, title and interest in all Customer Data. Nothing in this Agreement shall be construed to grant Riskly any rights in Customer Data beyond those expressly provided herein. Customer grants Riskly and its Affiliates the limited, non-exclusive right to view and use the Customer Data solely for the purpose of providing and improving the Product.

5.3 Usage data.

Riskly Holding B.V. retains all right, title, interest in and to the Product and Service and anything developed and delivered under this Agreement, including all System Data.

5.4 Questionnaires.

The answers provided in the questionnaires remain property of the Intakee. The Intakee retains all rights, title, interest in and to the answers in the questionnaire. Aggregated data such as vendor scores fall under System Data as defined in 5.3 Usage data.

6. Customer responsibilities

6.1 Acceptable use policy.

Customer shall ensure that all Users are informed of and comply with this Agreement and the Acceptable Use Policy ("AUP"), which applies to this Agreement by reference and is available at riskly.net/aup.

6.2 Users.

Customer shall take all reasonable and legally required security measures necessary to ensure that Users are limited to those persons who need access to the Product in order to perform their duties to Customer. Customer shall take reasonable measures to make sure that each User is unique and no accounts are shared.

6.3 Implementation and maintenance.

Customer shall cooperate with Riskly as reasonably required to implement and maintain the Product. In particular, Customer shall: (i) extend, in a timely manner, the cooperation required by Riskly; (ii) provide Riskly with all necessary documentation, data and information reasonably requested by Riskly in a timely manner; (iii) As necessary and Subject to Customers applicable safety and security policies, provide Riskly access to Customer's systems and offices, and (iv) notify Riskly without undue delay of any bug or error in the Product related to Customer Data. Customer shall ensure that the information as specified above that it provides for Riskly to implement and main the Product is accurate and complete.

6.4 Data integrity.

Customer is responsible for maintaining its Customer Data integrity up until the point at which it is uploaded into the Riskly Product. Riskly shall not be responsible for Customer Data integrity prior to the upload of the Customer Data into the Product or suffered by Customer through no fault of Riskly or the Product.

6.5 Responses.

If Customer fails to comply with deadlines as stated in this Agreement or the applicable Statement of Work, Riskly will notify Customer as soon as Riskly becomes aware of this failure through email. This notice will state that the contributions must be received by Riskly within five (5) business days of receipt of the notice. If Customer contributions are not received by Riskly within the five (5) day notice period in subsection 6.5, Riskly will not be responsible for curtailment of the Product and Professional Services, including the of Uptime as guaranteed in the Service Level Agreement, delivery deadlines, or quality agreed in the applicable Statement of Work, insofar as this curtailment or non-attainment is directly attributable to Customer’s non-cooperation.

6.6 Failure to respond.

If Customer's failure to cooperate results in Riskly's inability to complete the Statement of Work and/or Deliverables, Customer will not be entitled to a refund of sums paid; Customer will pay any unpaid One-Off costs and any unpaid Subscription Fee for the first twelve (12) months; and Riskly may immediately terminate the Agreement upon written notice to Customer.

7. Third Party Products

7.1 Third Party Products.

Riskly has no liability and makes no warranties whatsoever with respect to Third Party Products that Customer uses in conjunction with the Product. When Integration is required between a Third Party Product and the Product, Riskly will only alter the Product and will not under any circumstances alter Third Party Products. Any exchange of data or other interaction between Customer and Third Party Products is solely between Customer and such third party provider and is subject to terms and conditions separate from this Agreement. Riskly shall not be responsible for any disclosure, modification, or deletion of Customer Data resulting from any use of or access by Third Party Products or third party providers.

8. Confidentiality

8.1 Obligations.

Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent for a period of five (5) years after termination or expirations of this Agreement, except (i) to its employees, officers, directors, attorneys, auditors, financial auditors and other representatives who have a need-to-know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement and (ii) as required by law in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Receiving parties shall take all reasonable measures to protect the data received.

9. Data Protection and Security

9.1 Data protection.

In the course of using the Product and/or Professional Services, Riskly processes Personal Data for the purpose of fulfilling the Agreement or Statement of Work, where both parties acknowledge that Riskly is a data processor and Customer is a data controller. Each party shall comply with their respective statutory or regulatory data protection obligations. Riskly's privacy policy details how Riskly processes Personal Data.

9.1.1 Riskly shall process all Personal Data in accordance with Customer’s instructions. In the case Customers instructions breach relevant legislation binding Riskly, Risly will notify Customer and request alternative instructions complying with such legislation. Riskly shall have no liability for breaches of data protection legislation that arise as a result of following Customer’s instructions in implementing and supplying the Product.

9.1.2 Customer indemnifies Riskly against any claim of a third party, including data subjects, instituted for whatever reason in connection with its Customer Data or the performance of this Agreement.

9.1.3 If a third party alleges violation of its rights originating from Data Protection Legislation, Riskly shall be entitled to take all steps necessary to prevent the violation from continuing.

9.2 Security.

Riskly, as well as its subcontractors, shall store and process Customer Data, including Personal Data, in a manner consistent with security best practices and industry standards. Riskly has implemented the appropriate technical and organizational measures to ensure the confidentiality, integrity and availability of Customer Data and reduce the risk of unauthorized access as much as possible.

9.3 Security Incident.

If Riskly becomes aware of any authorized or unlawful access to, or acquisition, alteration, use, disclosure or destruction of Customer Data related to Customer, Riskly will take reasonable steps to notify you without undue delay, but in any event within 72 hours of becoming aware of the Security Incident. Riskly will also reasonably cooperate with you with respect to any investigations relating to a Security Incident and provide any other information as reasonably requested by Customer in relation to the Security Incident.

10. Support and maintenance

10.1 Service Level Agreement.

Riskly's Service Level Agreement (SLA) applies to this Agreement by reference. The Service Level Agreement is available at riskly.net/service-level-agreement. Riskly shall provide support and maintenance for the Product in accordance with the requirements in the Service Level Agreement during the application Term and subject to payment of the Subscription Fee.

11. Fees and Payment

11.1 Payment.

Customer will pay Riskly the Subscription Fee for the Service as listed on the subscription page. The Subscription Fee for each renewal term shall be automatically updated to Riskly’s standard schedule of Subscription Fees (as it may be updated from time to time), except if mutually agreed by the parties in writing otherwise. Unless otherwise provided in the Agreement, all payment obligations are non cancelable and Subscription Fees paid under this Agreement are nonrefundable.

11.2 Currency.

All Fees paid under this Agreement are denominated in Euros and Customer shall pay Riskly in Euros.

11.3 Disputes.

If Customer believes that Riskly has billed Customer incorrectly, Customer must contact Riskly no later than fourteen (14) days after receipt of the invoice in order to receive an adjustment or credit. Inquiries should be directed to Riskly's finance department at [email protected]. Riskly shall respond to Customer within five (5) business days after receiving such inquiries.

11.4 Payment Terms.

Payment of all applicable fees must be paid within thirty (30) days of receiving the invoice, or the Service may be terminated.

11.5 Late payment.

Unpaid invoices are subject to interest of 8% per month on any outstanding balance, plus a handling fee of €40 and all expenses of collection.

11.6 Taxes.

Customer shall be responsible for all taxes, duties and other governmental charges associated with the Product of Professional Services. If Customer is required to deduct or withhold any tax, it must pay the amount deducted or withheld as required by law and pay Riskly an additional amount so that Riskly receives payment in full as if there were no deduction or withholding.

12. Term and Termination

12.1 Subscription Term.

Subject to the termination clause as provided below, the initial Subscription Term is as specified in the applicable subscription page and shall be automatically renewed for the selected term.

12.2 Termination.

Either party may terminate this Agreement upon written notice if (i) the other party materially breaches any of the Terms or conditions of this Agreement, and if the breach is capable of remedy, fails to promptly remedy that breach within thirty (30) calendar days of notice or (ii) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceeding or assignment of substantially all its asset for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceedings that is not dismissed within sixty (60) days. If this agreement is terminated as a result of a material breach by Customer, then Customer shall pay in full all remaining fees payable through the remainder of the Subscription Term of each outstanding Order Form, or if Customer has prepaid any fees, then those fees are nonrefundable. If this agreement is terminated by Customer due to a material breach by Riskly, then Riskly shall refund Customer on a pro-rata basis any prepaid fees covering the remainder of the Subscription Term of each outstanding Order Form after the effective date of termination.

12.3 Consequences.

Upon expiration of or termination of this Agreement, all rights and obligations will immediately terminate except that any accrued payment obligations and other terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.

12.4 Return of data.

At request of Customer, Riskly shall make available to Customer any Customer data stored within the Service within thirty (30) days after the expiration of or termination of this Agreement, after which Riskly shall have no further obligation to Customer with respect to the storage of Customer Data and may, in its sole discretion, permanently delete Customer Data.

13. Indemnification

13.1 Riskly.

Riskly shall indemnify Customer at its own expense, against any third party claim, suit, action, or proceeding brought against Customer by a third party not affiliated with Riskly to the extent that such third party claim, suit, action, or proceeding is based upon or arises out of (i) any Product which infringes upon any applicable law; (ii) corruption or loss of Customer Data caused solely by Riskly; or (iii) any Product, used within the scope of this Agreement, which infringes any Intellectual Property Rights of a third party. If the use of the Service by Customer has become, or based on Riskly's opinion is likely to become, the subject of any claim of infringement, Riskly may at its option and expense (i) procure for Customer the right to continue using and receiving the Service as set forth hereunder; (ii) replace or modify the Service to make it non-infringing; or (iii) if the options in (i) and (ii) are not reasonable possible, terminate this Agreement or the applicable Order Form and refund Customer on a pro-rata basis any prepaid fees covering the remainder of the Subscription Term of the applicable Order Form(s) after the effective date of termination. This section states Riskly's entire liability and Customer's exclusive remedy for infringement or misappropriation of intellectual property of a third party.

13.2 Customer.

Customer shall indemnify, at its own expense, against any third party claim, suit, action, or proceeding brought against against Riskly by a third party not affiliated with Riskly to the extent that such third party claim, suit, action, or proceeding is based upon or arises out of (i) use of the Product that infringes any applicable law of regulation, whether wilfully or due to negligence of Customer; (ii) Customer's non-compliance with this Agreement including unauthorized use of the Product via any User Account; or (iii) Customer's use of Third Party Products

13.3 Procedure.

Each party's shall, in order to be entitled to an indemnity under this section 13: (i) Provide the indemnifying party prompt written notice within thirty (30) days of becoming aware of such third party claim, suit, action, or proceeding (ii) give the indemnifying party sole control and authority over the defence or settlement of such Action; and (ii) provide the indemnifying party with proper and full information and reasonable assistance to defend and/or settle such third party claim, suit, action, or proceeding. Notwithstanding any other provision of this Agreement, the indemnifying party shall not enter into settlement of any third-party claim without the prior written consent of the indemnified party, which shall not be unreasonably withheld.

14. Warranties and Disclaimers

14.1 Warranties.

Each party represents and warrants to the other that: (i) it's a duly organized and validly existing entity, in good standing under the laws of the jurisdiction in which it was formed, and that it has the right and capacity to enter into this Agreement; (ii) it has full power and authority to grant the rights granted by it under this Agreement and that there are no outstanding obligations or agreements that conflict with this Agreement; and © this Agreement constitutes a valid legally binding obligation on that party that is enforceable in accordance with the Terms of this Agreement.

14.2 Disclaimer.

RISKLY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR MEET CUSTOMERS REQUIREMENTS; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS PROVIDED "AS IS" AND RISKLY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY AND ACCURACY. RISKLY DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICE. RISKLY DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE SERVICE IS ACCURATE OR COMPLETE OR WILL ALWAYS BE AVAILABLE. IN ADDITION, CUSTOMER ACKNOWLEDGES THAT RISKLY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATION FACILITIES, INCLUDING THE INTERNET AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATION FACILITIES. RISKLY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. RISKLY EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF THE CUSTOMER'S USER OF THE SERVICE.

15. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THE AGREEMENT, INCLUDING THE ORDER FORM, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY: (I) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS IN INACCURACY OR CORRUPTION OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR ANY LOSS OF BUSINESS, ANY LOSS OF REVENUE OR PROFITS; (II) FOR ANY INDIRECT EXEMPLARY, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES; (III) FOR ANY MATTER BEYOND A PARTY’S REASONABLE CONTROL; OR (IV) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO RISKLY FOR THE APPLICABLE SERVICE UNDER THIS AGREEMENT OR RELATING TO ANY SUBJECT MATTER THEREOF IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE FOREGOING TYPES OF LOSSES OR DAMAGES. If applicable law limits the application of the provisions of this Section, a party's liability will be limited to the maximum extent permissible. The parties agree that the limitations and exclusions set out in this Section are reasonable, having regard to all the relevant circumstances and the levels of risk associated with each party's obligations under this Agreement.

16. Governing Law

16.1 Governing Law.

This Agreement and any amendments shall be governed by the laws of the Netherlands without regard to conflicts of law rules that may result in the application of the laws of any jurisdiction other than the Netherlands. Venue for any proceeding brought hereunder shall be with the courts residing in The Hague, the Netherlands.

17. Other Terms and Conditions

17.1 Publicity.

At any time after signature of this Agreement or online subscription via completing the sign up forms, Riskly may publish or use Customer's name and logo on (i) Riskly's marketing website, (ii) marketing collateral, (iii) online advertisement banners and (iv) in Riskly's sales presentations. Riskly shall obtain clients approval prior to using its name, logo in any other manner. Riskly shall also obtain client's approval prior to including client in any kind of white paper regarding Riskly's services or other promotional marketing materials.

18. Changes to the SLA

18.1 Changes.

Riskly may revise these Terms from time to time. If Riskly does revise these Terms, the revised Terms will supersede prior versions unless explicitly stated otherwise by Riskly. Revisions will be effective upon the effective data indicated at the top of these Terms. Riskly will use reasonable efforts to provide you advance notice of any material revisions. This notice will be provided via email (email address of account owner in the Riskly Product) or via a notice through the Riskly Product. For other revisions, Riskly will update the effective date of these Terms at the top of the page. Riskly encourages you to check the effective date of these Terms whenever you visit Riskly’s website or account portal. Your continued use of the Riskly Product and Professional Services constitutes your acceptance of any revisions. If you don’t agree with the revisions, you should stop using the Service and Riskly is not obligated to provide you with the Service. If you have a subscription to any Service, any change to these Terms will be effective with respect to such Service upon renewal of your subscription.

19. Contact details

For any queries relating to these Terms, please reach out to [email protected].

20. Previous version of the Terms

There are no previous versions of these Terms.