Terms of Service Clienta (B2B)

1. Applicability

These terms apply to any use of the Platform by a User (business service provider).

If separate agreements exist (quote/SLA/DPA), those take precedence in case of conflict.

IMPORTANT: User declares to act in the exercise of a profession or business. The Platform is intended exclusively for business use; consumer law does not apply.

2. Definitions

• Platform: clienta.nl + widget, dashboard, APIs and related services
• User: Business party with an account
• Customer: End customer who books via widget/links with the User
• Third parties: Including Stripe, email providers, hosting

3. Role Division and Contracts

We provide software. The appointment/service is exclusively between User and Customer.

HeloLinks is not a party to (a) treatments, (b) no-shows, (c) complaints, (d) refunds, (e) disputes between User and Customer.

User indemnifies HeloLinks against claims from Customers arising from the User's services.

4. Account and Security

User is responsible for accurate data, authorizations, devices and keeping login credentials confidential.

Abuse/incident? User reports immediately; we may temporarily block accounts upon (suspicion of) abuse.

5. Availability and Changes

The Platform is provided 'as is' and 'as available'.

We may modify/discontinue features and perform maintenance; we strive for reasonable notice for material impact.

6. Subscriptions, Pricing and Payment

Clienta offers the following subscriptions (prices excl. VAT):

• Lite: Free basic features
• Pro: €11.99 per month - All features including widget and synchronization
• Full Service: €49 one-time + €11.99 per month - Including installation and setup help

Payment is processed via Third parties (e.g. Stripe). Invoicing is monthly in advance. Payment term is 14 days.

In case of late payment: after the 1st reminder we may suspend access until payment is received. We reserve the right to charge collection costs and statutory interest.

Chargebacks that prove unfounded will be charged to the User including any administration costs (max €25).

Cancellation stops renewal; already paid periods are not refunded, unless mandatory law dictates otherwise.

We may change prices with 30 days prior notice; continued use means User accepts the new price.

7. Third Parties

The Platform uses external services (Stripe for payments, email providers, cloud hosting). These parties have their own terms and privacy policies.

HeloLinks is not liable for outages, delays, costs or changes at these Third parties. Outage of Stripe, hosting or email services explicitly falls outside our liability.

8. Usage, Content and Prohibited Actions

User is responsible for all entered content (services, prices, texts, customer messages).

Prohibited: illegal use, spam, deception, IP infringement, testing/attacking the Platform without permission, or circumventing security.

9. Privacy and Data Processing

User remains (usually) data controller for Customer data; HeloLinks processes data as processor for delivering the Platform (where applicable).

If required, parties enter into a data processing agreement (DPA); in conflict, the DPA prevails for privacy matters.

User guarantees that they (a) have proper legal basis, (b) fulfill information obligations, and (c) arrange consent where needed.

10. Intellectual Property

All rights to the Platform, code, designs, texts and documentation belong to HeloLinks (or licensors).

User receives a non-exclusive, non-transferable license for internal business use during the term.

Reverse engineering, copying, renting or reselling is prohibited, unless legally permitted.

11. Liability

To the extent legally permitted, HeloLinks is not liable for indirect damages (including consequential damages, lost profits/revenue, missed appointments, reputational damage, data loss).

Any liability of HeloLinks is limited to the lowest of: (a) the amount User paid in subscription fees in the last 3 months, or (b) €250.

These limitations do not apply to damages caused by intent or gross negligence of HeloLinks (to the extent exclusion is not legally permitted).

User is responsible for backups/exports where the Platform offers such capabilities.

12. Indemnification

User indemnifies HeloLinks against claims from third parties (incl. Customers) arising from: (a) User's services, (b) User's content, (c) violation of legislation (GDPR/consumer law), or (d) misuse of the Platform.

13. Force Majeure

No party is liable in case of force majeure (including internet/hosting outages, DDoS, power, suppliers, Stripe outage). Obligations are suspended as long as force majeure lasts.

14. Termination, Suspension and Data Retention

User can cancel via dashboard or in writing.

We may suspend/terminate for breach, abuse, fraud, or legal obligation.

After termination: access expires; exports according to available functionality during reasonable period (if offered).

After termination, User has 30 days to export data. After that, data will be deleted or anonymized in accordance with our privacy policy, unless legal retention requirements dictate otherwise.

15. Changes to Terms

We may change terms. For material changes we inform via email/in-app at least 14 days in advance. Continued use = acceptance.

16. Applicable Law and Jurisdiction

Dutch law. Disputes: competent court in Amsterdam, unless mandatory law dictates otherwise.

17. Final Provisions

• Severability: If a provision is void or voidable, the remaining provisions remain in full force. Parties will replace the void provision with a valid provision that approximates the original intent as closely as possible.
• Transferability: HeloLinks may transfer rights and obligations under this agreement to a third party (e.g. in case of acquisition). User may not transfer without written consent.
• Evidence: Our administration (logs, transaction data, email traffic) serves as conclusive evidence, subject to counter-evidence by User.
• Survival: Provisions regarding liability, indemnification, intellectual property and final provisions remain in effect after termination of the agreement.