Account: a user account created for a User (or administrator) enabling access to the Software and/or Services through access or identification codes and user credentials and/or other access means;
Agreement: all agreements, including order confirmations, subscription agreements and any appendices thereto, concluded between Paradym and the Client regarding the provision of the Software and/or Services, as well as all (legal) acts related thereto;
Article: an article of these general terms and conditions;
Client: a legal entity (or natural person) that enters into or has entered into an Agreement with Paradym;
Documentation: user manuals, technical documentation, specifications, implementation guidelines and other materials made available by Paradym regarding the Software and/or Services;
GDPR: the General Data Protection Regulation (EU) 2016/679;
On-premise: the deployment model under which the Software is installed and operated within the Client’s IT environment (including environments hosted by the Client or a third party engaged by the Client), under a licence granted by Paradym, unless explicitly agreed otherwise in Writing;
Paradym: Paradym is a trade name and trademark of Animo Product B.V., the company with private limited liability under Dutch law, having its registered office at Nobeldwarsstraat 22, 3512 EX, Utrecht (the Netherlands), with Chamber of Commerce No. 88303284;
Paradym Third-Party Providers: third parties engaged by Paradym in connection with the performance of the Agreement and the provision of the Software and/or Services, including but not limited to providers of hosting, cloud infrastructure, identification and verification services, messaging, security, analytics and other supporting technologies, and expressly excluding Users or any third parties engaged by the Client;
SaaS: the deployment model under which Paradym makes the Software available for use by the Client via remote access through a Paradym-environment, including hosting and maintenance by or on behalf of Paradym, on a subscription basis;
Services: all services provided by Paradym under the Agreement in relation to the Software, including implementation, configuration, integration, support, maintenance, updates and upgrades, and any related professional or technical services, all as specified in the Agreement and Documentation;
SLA: service level agreement
Software: the Paradym identification and authentication software solution, including all source code (to the extent made available), object code, executable files, APIs, interfaces, modules, configurations, updates, upgrades and related materials, whether provided as SaaS or deployed On-premise, as made available by or on behalf of Paradym to the Client under the Agreement;
Subscription: the contractual arrangement under which Paradym provides the Client with access to the Software as SaaS for a fixed term, under one or more subscription models that may differ in scope, functionality, usage limits, number and type of Accounts and Users, transaction volumes, support levels and pricing, against payment of recurring fees (if applicable), as further governed by Article 4, including paid Subscriptions, free plans and trial Subscriptions;
User: any natural person who, as an end user and customer of the Client, accesses or uses the Software and/or Services for identification and/or authentication purposes through an Account (or other access mechanism) made available via the Client;
Written/In Writing: means in writing, by e-mail, via the App or via the website www.paradym.id.
1.2 Nouns, pronouns and verbs in the singular shall in these general terms and conditions be deemed to include the plural as well, and vice versa, always to the extent required by the context.
1.3 Words such as ‘including’, ‘comprising’, ‘among other things’ and ‘inter alia’ are used in these general terms and conditions to indicate that the enumeration to which they refer is not exhaustive.
1.4 The headings in these terms and conditions are inserted for readability only and are expressly not intended to affect the interpretation of these general terms and conditions.
1.5 The definitions set out in this Article 1 form an integral part of the Agreement and apply to these general terms and conditions, the Agreement and any related documents, unless explicitly stated otherwise.
2.1 These general terms and conditions apply to all legal relationships between Paradym and the Client, including but not limited to all requests, offers, Agreements and other legal acts relating to the provision of Services and/or Software. Once applicable, these general terms and conditions also apply to any subsequent legal relationship.
2.2 These general terms and conditions are intended to be made available in a clear, comprehensive and easily accessible manner, in a publicly accessible space where applicable and individually before the Client enters into a contractual relationship with Paradym. They may be made available electronically, including through Paradym’s website, registration flow, order process, e-mail, account environment, downloadable copy or other storable electronic means, and the Client acknowledges that such electronic provision may constitute a durable means of communication.
2.3 Paradym is entitled to unilaterally amend these general terms and conditions. Paradym shall notify the Client in Writing of any such amendment and indicate the effective date thereof. The Client shall be deemed to have accepted the amendment as of the effective date, unless the Client submits Written objections within seven (7) days after notification. Amendments shall not apply retroactively to already paid Subscription periods, unless expressly agreed otherwise in Writing.
2.4 Deviations from, amendments and/or additions to these general terms and conditions or the Agreements shall only apply if and insofar as Paradym has expressly accepted them in Writing and shall only apply to the specific Agreement for which they have been agreed. In the event of any conflict between the Agreement (including any order confirmation or other specific Written arrangement) and these general terms and conditions, the provisions of the Agreement shall prevail.
2.5 Any general terms and conditions of the Client or any third party are explicitly rejected by Paradym and shall not apply.
2.6 If any provision of these general terms and conditions is null and void or is annulled, the remaining provisions will remain fully applicable. In such case Paradym and the Client shall consult to agree on a new provision to replace the affected provision that approximates the purpose and intent of the original as closely as possible.
2.7 The version of these general terms and conditions applicable is the version stated or made available at the time the Agreement is concluded (or, for a Subscription renewal, at the time of renewal).
2.8 If these general terms and conditions have also been drawn up in a language other than Dutch, any (legal) terms used will be interpreted in accordance with their interpretation in the Dutch language.
2.9 These general terms and conditions are drafted in English for general use and are intended to be readily understandable. Where Paradym provides translations or language versions for convenience, the interpretation and legal effect shall remain subject to the language and precedence rules set out in these general terms and conditions.
3.1 All offers from Paradym, including any prices, descriptions, specifications, terms and other conditions stated by Paradym, are without obligation, unless explicitly stated otherwise in Writing. If an offer is explicitly stated to be binding, it shall expire thirty (30) days after the offer date. An offer constitutes an indivisible whole and cannot be accepted in part.
3.2 The Client shall provide all information reasonably necessary for Paradym to prepare an offer and assessing the feasibility of the intended use, including a sufficiently detailed description of the intended use case, deployment model (SaaS and/or On-premise), user volumes, integrations and security requirements. The Client warrants that such information is accurate, complete and not misleading. Paradym shall not be bound by any assumptions, estimates or expectations that are not explicitly confirmed in Writing.
3.3 Agreements, offers and order confirmations between the Client and Paradym contain an exhaustive description of the Services and/or Software scope. Deviating activities are only performed if explicitly agreed in Writing.
3.4 Paradym is always entitled to break off negotiations without providing reasons and without liability for resulting damages potentially caused thereby or being obliged to continue negotiations.
3.5 An Agreement between Paradym and the Client is concluded only after Paradym has confirmed it in Writing through a signed or electronic order confirmation, regardless of whether it is signed by the Client.
3.6 Before entering into the Agreement, the Client shall have the opportunity to review the then-current version of these general terms and conditions and, where applicable, the relevant order confirmation, service schedule, plan description, Documentation and other documents expressly incorporated into the Agreement.
3.7 In the event of a conflict between the Client’s intended order and Paradym’s Written confirmation, the Client shall be bound by Paradym’s Written confirmation unless the Client notifies Paradym in Writing no later than five (5) days after the date and proves Paradym knew the discrepancy.
3.8 Paradym shall not be bound by an offer if the Client reasonably should have understood that the offer or any part thereof contained an obvious mistake or error.
3.9 Paradym may refuse to enter into an Agreement or refuse certain requested configurations or use cases if, in Paradym’s opinion, such Agreement, configuration or use case conflicts with applicable law, security or compliance requirements, technical limitations or Paradym’s business policies.
4.1 Paradym provides access to the Software as SaaS on the basis of one or more Subscription models. Subscriptions may differ in scope, functionality, usage limits, number and type of Accounts and Users, transaction volumes, support levels and pricing, as specified in the Agreement.
4.2 For standard publicly offered SaaS plans, the applicable public service description is formed by these general terms and conditions together with the relevant pricing page, order or checkout flow, Documentation and other public Paradym service materials for the applicable plan. For custom SaaS and On-premise arrangements, the applicable service description, scope, deployment model, service schedule and any additional terms are set out in the Agreement and its appendices.
4.3 If and to the extent Paradym offers a trial Subscription, the Client may make use of such trial Subscription only once, unless Paradym expressly agrees otherwise in Writing. Paradym is entitled to determine whether a trial Subscription is offered and to limit functionality, usage, availability, support and/or duration during trial Subscriptions and free plans.
4.4 Each Subscription is entered into for a fixed term, as specified in the Agreement. Unless terminated in accordance with the Agreement, a Subscription shall automatically renew for successive periods equal to the initial Subscription term.
4.5 Either party may terminate a Subscription by giving Written notice at least one (1) month prior to the end of the then-current Subscription term, unless a different notice period is agreed in Writing.
4.6 Changes to pricing, Subscription structure or Subscription features shall take effect only as of the renewal of the applicable Subscription, in accordance with Article 5.
4.7 Where a Subscription is designated as offering “unlimited” use, Accounts or Users, such use shall at all times be subject to a fair use policy. Paradym is entitled to monitor usage and to restrict, limit or suspend access to the Software and/or Services if, in Paradym’s reasonable opinion, the Client makes excessive, abnormal or non-compliant use of the Software and/or Services.
4.8 Unless explicitly agreed otherwise in Writing, Subscriptions relating to SaaS grant the Client a right of access for the duration of the applicable Subscription term only.
5.1 Prices, fees and rates quoted by Paradym or agreed upon with Paradym are net amounts in euros, exclusive of value-added tax (VAT) and other taxes or levies imposed or charged.
5.2 Fees for the Software and/or Services depend on the agreed deployment model (SaaS and/or On-premise), the applicable Subscription model (if any), transaction volumes, identification or authentication events, selected modules and support level, as set out in the Agreement. Fees do not include costs incurred by Paradym as a result of improper use, misuse, intent or gross negligence of the Client or third parties, or events of force majeure.
5.3 Services or activities not expressly included in the Agreement or order confirmation are not covered by the agreed fees and may result in additional charges. Any changes to the agreed scope that result in additional costs shall be charged as additional work at Paradym’s then-current rates.
5.4 If, after the conclusion of the Agreement prices or rates change as a result of an increase in cost factors (such as wages, taxes and/or levies, third-party costs), Paradym is entitled to adjust the agreed prices (fees) accordingly.
5.5 From the second year of the Agreement, Paradym may implement annual price increases of 4%, unless the Dutch Consumer Price Index (CPI) published by Statistics Netherlands (CBS) is higher, in which case the higher CPI percentage shall apply. Price increases shall apply to all fees payable under the Agreement, including Subscription fees, and shall take effect as of the next renewal or invoicing period, as applicable. Price increases (other than renewal of Subscriptions at the then-current list price) shall be communicated at least three (3) months in advance. No prior notice is required for renewal of Subscriptions at the then-current price unless mandatory law requires otherwise.
6.1 Unless agreed otherwise in Writing, invoicing takes place on a monthly basis. Subscription fees for the Software and/or Services are invoiced monthly in advance, based on the agreed pricing model (including, where applicable, number of Users, transactions, modules and/or support level).
6.2 Payment of invoices by Client must take place within thirty (30) days of the invoice date, in accordance with the payment method indicated on the invoice, unless agreed otherwise in Writing. A payment term constitutes a strict deadline (fatale termijn). If payment is not made on time, Paradym is entitled to suspend Services and, in the case of SaaS, deprive the Client and its Users of access to the Software.
6.3 Paradym is entitled at any time to require advance payment of an invoice amount or any other financial security and is entitled to suspend its obligations under the Agreement until the required security has been provided.
6.4 All payments must be made without any deduction, discount or set off. The Client is not entitled to suspend its payment obligations for any reason whatsoever.
6.5 As soon as the payment term has expired, the Client owes Paradym on the principal amount due including VAT:
i the statutory commercial interest;
ii compensation of the extrajudical (collection) costs amounting to at least 15% of the principal sum due, with a minimum of EUR 250,-; and
iii compensation for the legal costs reasonably incurred, including costs for advisors, lawyers and external experts. This is without prejudice to any other statutory and contractual rights of Paradym.
6.6 If the Client’s financial position changes during the performance of the Agreement, Paradym is entitled to partially or fully refrain from further performance of the Agreement and/or to amend the applicable payment conditions.
6.7 Irrespective of the agreed payment term, any invoiced amount shall be immediately due and payable if a circumstance as referred to in Article 17.3 occurs.
7.1 Paradym shall perform the Services to the best of its knowledge and ability. Unless explicitly agreed otherwise in Writing, all obligations of Paradym under the Agreement qualify as obligations of best efforts (inspanningsverplichtingen).
7.2 For each Software and/or Service provided under the Agreement, the applicable service description, deployment model, scope, plan limitations and any service-specific policies, practice statements or service schedules are those expressly set out in the Agreement, applicable Subscription or order, the Documentation and, for standard public SaaS plans, the then-current public plan description and these general terms and conditions.
7.3 Where the Software is provided as SaaS, Paradym shall make the Software available remotely for use by the Client during the applicable Subscription term and shall be responsible for hosting, operational maintenance and availability of the SaaS environment.
7.4 To access and use the Software provided as SaaS, the Client is required to create one or more Accounts, strictly in accordance with the scope, number and type of Accounts agreed in the Agreement. Account registration must be completed using accurate, current and complete information, including a valid and verifiable e-mail address. Paradym is entitled to verify registration details and may require additional information for security, compliance or operational purposes. Paradym is entitled to, at its discretion and without being obliged to provide reasons, refuse, revoke or suspend an Account where this is reasonably necessary in view of security, compliance with applicable law, misuse, suspected fraud or a violation of the Agreement or these general terms and conditions.
7.5 Without prejudice to Paradym’s right to refuse, suspend or revoke access where reasonably necessary under the Agreement, applicable law or security requirements, Paradym applies objective, proportionate and non-discriminatory criteria when assessing whether to provide or continue access to the Software and/or Services. Such criteria may include, among other things, the intended use case, the requested deployment model, compliance and regulatory requirements, security and integrity risks, technical feasibility, capacity, the completeness and accuracy of information supplied by the Client, payment and credit risk, and adherence to Paradym’s documented business and abuse-prevention policies.
7.6 Any difference in treatment between Clients, requested configurations, environments or use cases shall be based on such objectively justified criteria and not on arbitrary or unjustified discrimination. Paradym may request additional information reasonably necessary to assess those criteria and may document the grounds for acceptance, refusal, restriction, suspension or revocation for internal governance, security, compliance and audit purposes.
7.7 Where the Software is deployed On-premise, Paradym grants a licence in accordance with Article 13.4 and, if agreed, provides installation and implementation Services. The Client is solely responsible for its IT environment, including hosting, network, hardware, operating systems, databases, browsers and connectivity, unless explicitly agreed otherwise in Writing.
7.8 Paradym is entitled to engage Paradym Third-Party Providers in the performance of the Agreement and the provision of the Software and/or Services, including providers of hosting, cloud infrastructure, identification and verification services, messaging, security, analytics and other supporting technologies. To the extent such services are technically or functionally integrated into the Software and/or Services and are used by or on behalf of the Client, the applicable terms and conditions of such Paradym Third-Party Providers apply directly to the Client. Paradym shall, upon request, identify the relevant terms. Paradym is not liable for the performance or availability of services of Paradym Third-Party Providers.
7.9 The Client is responsible for ensuring that the Software and/or Services are used solely for lawful purposes and in accordance with the Agreement, Documentation and applicable law, including legislation relating to identification, fraud prevention, consumer protection and anti-money laundering to the extent applicable to the Client.
7.10 The Client is responsible for the administration of Accounts, including granting and revoking access rights. All use through Accounts is deemed to be use by or on behalf of the Client. The Client must promptly notify Paradym of suspected unauthorised access or credential compromise.
7.11 The Client shall timely provide Paradym all useful and necessary (Written) information and other assistance for the correct and timely execution of the Agreement by Paradym. The Client guarantees the correctness, completeness and reliability of the information made available by the Client, even if this originates from third parties. If the information required for the performance of the Agreement is not made available in time, correctly, completely or in accordance with the agreements to Paradym, or if the Client does not fulfil his obligations in any other way, Paradym has the right to suspend the performance of the Agreement and charge the resulting costs in accordance with its usual rates.
7.12 Paradym is not liable for damage caused by reliance on incorrect or incomplete data or information provided by the Client, Users or third parties engaged by the Client.
7.13 If the commencement or progress of work is delayed due to circumstances attributable to the Client, the Client shall compensate Paradym for the resulting damage to the extent such damage can be attributed to the Client.
7.14 The Client is not allowed to use the Services and/or Software for any other purpose than the purposes expressly agreed in the Agreement and described in the offer, order confirmation, Documentation and these general terms and conditions.
7.15 Paradym does not guarantee that the Software and/or Services will meet the Client’s specific purposes, or that results or outputs will be error-free, complete or correct. The Client remains solely responsible for decisions taken on the basis of outputs and for implementing any required human oversight. Paradym does not guarantee uninterrupted availability of the Software and/or Services or that they will be free from errors. Where the Software and/or Services have been developed by Paradym, Paradym will make reasonable efforts to remedy reported errors within a reasonable time, provided that the Client supplies a sufficiently detailed Written description of the error. Paradym has no obligation to provide updates, upgrades or error corrections unless expressly agreed in Writing.
7.16 Where the Software and/or Services are used in trust-sensitive, regulated or ecosystem-specific contexts, including identification, authentication, credential issuance, credential verification or wallet-related relying-party contexts, the Client remains solely responsible for determining whether its intended use case is lawful, permitted and proportionate, obtaining and maintaining any registrations, approvals, declarations, certificates, keys, trust material or permissions under its control, ensuring that requested data, issuance decisions and verification flows are used only for approved purposes, and determining the business and legal consequences of outputs generated through the Software and/or Services.
7.17 Paradym is entitled to temporarily suspend (parts of) the Software and/or Services for preventive, corrective or adaptive maintenance and/or updates. Paradym shall make reasonable efforts to limit any downtime to what is necessary and, where reasonably possible, to schedule such maintenance outside peak usage hours. Paradym may implement temporary solutions or workarounds in the event of interruptions or errors, without guaranteeing their effectiveness.
7.18 Paradym is entitled to monitor the Client’s use of the Software and/or Services in order to verify compliance with the Agreement and these general terms and conditions, including compliance with the agreed scope of use, licence restrictions, usage limits and the number and type of Accounts, Users and transactions. If Paradym determines that the Client’s use exceeds or otherwise deviates from the agreed scope or usage rights, Paradym is entitled to take appropriate measures, including requiring the Client to upgrade the applicable Subscription or licence, retroactively charging the applicable fees for such excess or non-compliant use, and/or suspending or restricting access to the Software and/or Services, and/or terminating the Agreement in accordance with Article 17, without prejudice to Paradym’s other rights under the Agreement.
7.19 The Client and Paradym may enter into a separate SLA setting out specific arrangements regarding availability, performance, support levels and response times in relation to the Software and/or Services. Any such SLA shall apply only if and to the extent expressly agreed in Writing and shall form part of the Agreement. In the absence of an SLA, Paradym shall perform the Software and/or Services in accordance with the Agreement and these general terms and conditions, without guaranteeing specific availability levels, response times or service levels.
7.20 Information for parties relying on the Software and/or Services or on outputs generated through the Client’s use of the Software and/or Services: Paradym provides a technical platform and does not by itself determine whether another party should rely on the Client’s use of the service or on outputs generated through the Client’s account. The Client configures and uses the Software and/or Services in its own business context and remains responsible for the lawfulness, approval status, trust configuration and intended use of its service. Any legal, contractual or ecosystem-specific reliance decision remains the responsibility of the party making that decision, unless expressly agreed otherwise in Writing.
7.21 Unless expressly agreed otherwise in Writing in an SLA, service schedule or other Agreement-specific document, Paradym does not provide a guaranteed uptime percentage, recovery time objective, service credits or other specific availability undertaking. Any undertaking regarding availability applies only to the extent expressly stated in the relevant Agreement, SLA or service schedule.
7.22 Paradym retains relevant service event logs and operational records for the period stated in the applicable Agreement, service schedule or Documentation. In the absence of a more specific Agreement-specific retention period, Paradym retains relevant service event logs for up to twelve (12) months, unless a different period is required by law or reasonably necessary for security, fraud prevention, abuse handling, support investigation or evidentiary purposes. Requests for access to retained records shall be handled subject to confidentiality, privacy, security, legal obligations, technical feasibility and the requesting party’s entitlement to receive the requested information.
7.23 Unless Paradym expressly states otherwise in public compliance documentation, Documentation or the Agreement, Paradym does not represent that a particular Software and/or Service has been assessed as conformant with a specific trust service policy, standard or conformity assessment scheme. Where Paradym makes such a statement, it applies only to the exact scope, version, deployment model and assessment scheme expressly identified by Paradym.
8.1 Paradym is not obliged to comply with any obligation during the period in which it is prevented from fulfilling (the preparation of) its obligations due to force majeure (as defined in article 75 of Book 6 of the Dutch Civil Code). Any agreed deadline will be extended by this period. For the purposes of this provision, force majeure includes, but is not limited to the following: (i) failure of software, infrastructure or other materials of third parties which Paradym uses, (ii) power outages (iii) fire at one of Paradym’s locations, (iv) government measures, (v) outbreak of an epidemic or pandemic, (vi) strike, (vii) war, (viii) electricity failures, (ix) internet failures or defects, (x) cyberattacks, ransomware attacks and/or DDOS attacks, and (xi) any other circumstances beyond Paradym’s control that prevent Paradym from fulfilling its obligation, regardless of whether they were foreseeable at the time of the conclusion of the Agreement.
8.2 In the event of force majeure, both Paradym and the Client are entitled to terminate the Agreement in whole or in part, without judicial intervention, if the force majeure situation persists for a period of three (3) consecutive months (or if Paradym reasonably expects that the delay will extend over a period of three (3) consecutive months), without either Paradym or the Client being liable to pay any compensation for damages whatsoever.
8.3 If Paradym has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfil its obligations, it is entitled to invoice the already completed or executable part separately.
9.1 The Client shall provide sufficient detail and supporting information to enable Paradym to investigate and, where applicable, remedy the complaint.
9.2 Complaints regarding the Software and/or Services, these general terms and conditions or the performance of the Agreement may be submitted to Paradym using the contact details stated in these general terms and conditions or otherwise made available by Paradym. Paradym shall review complaints in good faith and respond through the appropriate contact channel.
9.3 Paradym shall maintain a reasonable complaints handling process that includes intake, registration, triage, investigation, internal escalation where appropriate, response and closure. Unless the nature of the complaint requires a different timeline, Paradym shall aim to acknowledge receipt of a complaint within five (5) Business Days after receipt and to provide a substantive response, proposed resolution or status update within fifteen (15) Business Days thereafter. Where additional investigation time is reasonably required, Paradym shall inform the Client accordingly.
9.4 Paradym may request further information that is reasonably necessary to assess the complaint. Complaints shall be handled through the ordinary contact route identified in these general terms and conditions or another designated support or complaints channel made available by Paradym from time to time. The Client shall cooperate in good faith and provide information that is reasonably necessary for investigation and resolution.
9.5 Paradym shall keep appropriate records of complaints and their handling for internal governance, service improvement, evidentiary and compliance purposes, subject to the confidentiality, privacy, security and retention provisions applicable under the Agreement. Where a complaint remains unresolved after the ordinary handling process, either party may escalate the matter to the other party’s appropriate managerial or legal contact for further review before initiating formal dispute steps under the Agreement.
9.6 The Client can no longer invoke a defect in the provided Service and/or Software if they have not filed a Written complaint with Paradym within seven (7) days after discovering the defect or after they reasonably should have discovered the defect.
9.7 Complaints do not suspend the Client’s (payment) obligations under the Agreement.
9.8 If a complaint or dispute cannot be resolved through ordinary communication between the parties, the matter shall be handled in accordance with the governing law and competent court provisions set out in these general terms and conditions.
10.1 Paradym excludes all liability for direct damage and/or indirect damage, including – in any case – consequential damage, business damage, loss of income and/or profit, loss of working hours, missed savings, reduced goodwill, reputational damage, loss of data and damage due to business stagnation) caused by Paradym, its subordinates, the (auxiliary) persons engaged by it and/or activities performed by a Paradym Third-Party Providers, unless the damage is the result of intent or conscious recklessness on the part of Paradym. Paradym is – in any case – never liable for damage arising from.
i incorrect, incomplete or unlawful input data provided by the Client, Users or third parties;
ii identity fraud, impersonation, forged documents, deepfakes or other fraudulent conduct by end users or third parties;
iii failures or security incidents in the Client’s On-premise environment or third-party systems not controlled by Paradym.
10.2 In the event that Paradym’s liability cannot be excluded, the total liability shall, in any case (cumulatively), be limited to the fees actually paid by the Client to Paradym under the Agreement in the twelve (12) months preceding the event giving rise to the liability, excluding VAT. If such amount exceeds the amount paid out by Paradym’s liability insurer in respect of the relevant claim (plus the applicable deductible), Paradym’s liability shall in any event be limited to that insured amount, with an absolute maximum of EUR 5,000,-.
10.3 Any claim for damages must be submitted to Paradym in Writing within thirty (30) days after the Client became aware, or reasonably should have become aware, of the event giving rise to the claim. Failure to do so shall result in forfeiture of the right to claim damages, unless the Client demonstrates that timely notification was not reasonably possible.
10.4 The limitations of liability in this Article 10 apply per contracting party and per claim, on the understanding that a contracting party can only claim damage once regardless of the number of underlying Users and that a series of related damage-causing events counts as one event, or one claim. Paradym will never be obliged to pay the same damage twice.
10.5 The Client shall indemnify and hold Paradym harmless against all third-party claims, liabilities, damages, fines and costs arising out of or in connection with the use of the Software and/or Services by or on behalf of the Client, except to the extent such damage is caused by Paradym’s intent or conscious recklessness.
10.6 The Client shall ensure adequate (liability) insurance coverage for risks related to its use of the Services and/or Software.
11.1 The Client shall implement appropriate technical and organisational measures to protect its systems, credentials and data against unauthorised access, malware and similar threats.
11.2 The Client shall not attempt to undermine, interfere with or otherwise compromise the security, integrity or proper functioning of Paradym’s systems (including SaaS environments) or the Software. This includes, without limitation, unauthorised penetration testing, vulnerability scanning, load testing, exploitation of vulnerabilities or any other form of unauthorised interference, unless expressly agreed in advance in Writing and coordinated with Paradym.
11.3 The Client shall ensure that Users apply appropriate authentication and access control measures, including the use of strong passwords and multi-factor authentication (MFA) where available or required, and shall promptly revoke access rights when no longer necessary or upon termination of a User’s relationship with the Client.
11.4 In the event of a security incident, suspected security incident or compromise involving Accounts, credentials or data relating to the Software and/or Services, the Client shall promptly notify Paradym and shall fully cooperate with Paradym in investigating, mitigating and remediating such incident.
11.5 Any breach of this Article 11 shall be deemed a material breach of the Agreement. The Client shall be liable for all damages suffered by Paradym and/or any persons engaged by Paradym as a result of such breach, without prejudice to Paradym’s other contractual and statutory rights.
12.1 During the term of the Agreement and for one (1) year thereafter, the Client shall not directly or indirectly solicit or hire Paradym’s employees involved in the performance of the Agreement without Paradym’s prior Written consent.
13.1 Unless explicitly agreed otherwise in Writing, the intellectual property rights to the Services, Software, Documentation and all other materials, deliverables, developments and results provided or made available by Paradym under the Agreement – including but not limited to the source code, object code, models, designs and know-how – vest exclusively in Paradym, irrespective of whether such items are standard, custom-made, or developed in accordance with specifications provided by the Client.
13.2 All intellectual property rights in and to the Client’s data remain vested in the Client. The Client guarantees that it has all rights, permissions and legal grounds required to provide and use such data under the Agreement and indemnifies Paradym against all third-party claims relating to the data.
13.3 If intellectual property rights arise in the performance of the Agreement between Paradym and the Client, these shall belong to Paradym. To the extent that such intellectual property rights are by law vested in the Client, the Client hereby transfers such rights to Paradym in advance. To the extent such advance transfer is not legally effective, the Client shall cooperate fully in effecting such transfer upon Paradym’s first request.
13.4 Paradym grants the Client, for the duration of the Agreement and subject to compliance with all obligations of the Agreement, a non-exclusive, non-transferable, non-sublicensable, revocable right to use the Software and Documentation for the Client’s (business) purposes and for the agreed use case(s), within the agreed scope, usage limits and technical parameters. For SaaS, this right is limited to access during the Subscription term. For On-premise deployments, this right is limited to the term of the Agreement and to the deployment scope expressly agreed between the Parties.
13.5 Any licence granted under this Article shall automatically and immediately end upon termination or expiry of the Agreement, for any reason whatsoever. Nothing in the Agreement or these general terms and conditions shall be construed as transferring, assigning or otherwise conveying any ownership rights or intellectual property rights in the Software, Documentation or Services to the Client.
13.6 The licence and access rights granted under this Article are conditional upon the Client’s continued compliance with the Agreement. Any use of the Software, Services or Documentation other than in accordance with the Agreement – including use without a valid licence or Subscription, use exceeding the agreed scope or usage limits, use after termination or expiry, or access by unauthorised Accounts or Users – constitutes an infringement of Paradym’s intellectual property rights. In the event of any such breach, Paradym is entitled to suspend or revoke the licence and/or access rights, in whole or in part and with immediate effect, for the duration of such breach or, where applicable, permanently, without prejudice to Paradym’s other contractual and statutory rights, including the right to terminate the Agreement pursuant to Article 17.
13.7 The Client is not permitted to use, remove or change any indication concerning intellectual or industrial property rights – including copyrights, logos, brands and trade names – or other distinguishing marks of Paradym without prior Written consent from Paradym, including any such indications present on, in or with the Software.
13.8 With regard to Paradym’s intellectual property rights, know-how and Software, the Client is not permitted, without Paradym’s prior Written consent, to:
a.(in)directly reverse engineer, decompile, reproduce, disassemble or otherwise attempt to discover or decipher the source code, object code or underlying structure, ideas or algorithms; or
b.copy, create, expand, modify, translate, scrape, disclose, promote, integrate, licence, rent, lease, sell, distribute, transmit, stream, pledge, assign, transfer, combine or otherwise use.
13.9 Without prejudice to Article 7, Paradym is entitled to monitor the use of the Software and/or Services for the purpose of verifying compliance with the Agreement and enforcing its intellectual property rights.
14.1 All non-publicly accessible information exchanged between Paradym and the Client, including but not limited to information regarding the parties’ business processes and the Services (including all provided Documentation, technical information, security details and commercial information) shall be regarded as confidential information.
14.2 All access or identification codes and user credentials provided by Paradym to the Client may only be disclosed by the Client to its authorized employees and may not be shared with third parties. Paradym reserves the right to change these access or identification codes and user credentials. The Client is responsible for managing the authorisations, including issuing and revoking issued access and identification codes if necessary.
14.3 Except with the prior Written consent of the other party, Paradym and the Client shall not disclose confidential information to any third party and shall disclose such information only to their employees or third parties engaged for the performance of the Agreement, on a strict need-to-know basis, provided that such persons are bound by confidentiality obligations at least as stringent as those set out herein.
14.4 Neither Paradym nor the Client may make any public reference to the other party without the other party’s prior written consent, irrespective of the form in which such reference is made, including in press releases, sales materials, promotional materials, advertisements or otherwise.
14.5 The confidentiality obligations set out in this Article shall remain in force during the term of the Agreement and for a period of five (5) years after its termination or expiry, except where mandatory law requires a longer retention of confidentiality.
14.6 Disclosure of confidential information shall be permitted to the extent required by applicable law, regulation or a binding order of a competent authority, provided that the disclosing party, where legally permitted, gives the other party prompt notice of such requirement and cooperates to limit the scope of disclosure.
15.1 In the event that the Client breaches any of its obligations under Article 11, Article 12, Article 13 and/or Article 14 of this Agreement, the Client shall, without any notice of default being required, forfeit to Paradym an immediately due and payable penalty of EUR 50.000,- per breach, and in case of lasting breaches, an additional penalty of EUR 1.000,- for each day that such breach continues, without prejudice to Paradym’s right to claim full compensation for damages, including interest and costs. A fine paid or due shall not be deducted from any damages with interests and costs. This Article 15 explicitly deviates from the provisions of article 92(2) of Book 6 of the Dutch Civil Code.
16.1 With regard to the (personal) data provided by the parties to each other, Paradym and the Client are obliged to comply with the laws and regulations concerning the protection of privacy and personal data, including but not limited to the GDPR, the General Data Protection Regulation Implementation Act and the other applicable laws and regulations in that area. To the extent required under the GDPR, the parties will enter into a data processing agreement.
16.2 The processing of personal data by Paradym takes place in accordance with its privacy statement, which can be consulted on the website www.paradym.id.
16.3 Paradym and the Client shall inform each other immediately, but at the latest within two (2) days, if:
a.one of the parties receives an investigation, a summons or a request for inspection or control from a competent authority with regard to the processing of (personal) data, unless the party is prohibited by law from making such a disclosure;
b.one of the parties intends to provide (personal) data to a competent authority; or
c. one of the parties discovers or reasonably suspects that a data leak or security incident has occurred with regard to personal data provided by the Client.
16.4 The Client guarantees that all data it shares with Paradym comply with all requirements set by the GDPR and other relevant laws and regulations, and that all data have been obtained with the consent of its customer(s) (and if applicable other entitled parties). Paradym shall not be liable for any claims from third parties in this regard, and the Client shall indemnify Paradym against any administrative sanctions, recovery sanctions and punitive sanctions imposed on Paradym in the context of processing activities carried out by the Client in the performance of the Agreement.
16.5 Paradym collects the data, details, final results and/or (personal) data relating to the Agreement. By entering into the Agreement, the Client grants Paradym permission to use the collected data and anonymised (personal) data for commercial purposes. Paradym reserves the right to provide those anonymous (personal) data to third parties, such as for benchmarking purposes, as a business case or, for example, for use in presentations for potential new customers. Individual (personal) data of the Client’s customers will never be disclosed by Paradym to third parties, unless explicitly consented by the Client or unless Paradym is obliged to do so on the basis of a summons, the law or a (court) order.
17.1 Unless expressly agreed otherwise in Writing, the Agreement (whether relating to SaaS and/or On-premise Software) is entered into for an initial fixed term of one (1) year, commencing on the effective date as set out in the Agreement. Upon expiry of the initial term, the Agreement shall automatically renew for successive periods of one (1) year each, unless either party terminates the Agreement by giving Written notice at least one (1) month prior to the end of the then-current term, unless a different notice period is agreed in Writing.
17.2 Insofar as the Agreement has been entered into for a fixed term, it cannot be terminated prematurely and shall terminate by operation of law upon the expiry of the term of the Agreement, except as expressly provided in the Agreement.
17.3 Where the Agreement has been entered into for an indefinite term, either party may terminate the Agreement by giving Written notice with a notice period of one (1) months, unless agreed otherwise in Writing.
17.4 Paradym is entitled to terminate the Agreement, in whole or in part, with immediate effect by Written notice to the Client, without prior notice or judicial intervention and without any obligation to undo performance or compensate for costs or damages, if:
a.the Client fails to fulfil a material obligation under the Agreement, or fails to do so in a timely or proper manner, and fails to remedy such failure within fourteen (14) days after a Written notice of default;
b.after the conclusion of the Agreement, a change in applicable laws, regulations, binding guidelines or instructions of a competent authority (including supervisory authorities) occurs which, in Paradym’s reasonable opinion, (i) makes continued performance of the Agreement unlawful or non-compliant, or (ii) requires substantial modification of the Software, Services or operational processes, or (iii) materially increases Paradym’s compliance, operational or financial burden, without Paradym being liable for any compensation or damages;
c. the Client is declared bankrupt, applies for bankruptcy or becomes subject to a comparable insolvency procedure;
d.the Client applies for or obtains (provisional) suspension of payment or if a comparable insolvency procedure becomes applicable to the Client;
e.the Client becomes subject to statutory debt restructuring;
f. the Client offers a (whether or not non-judicial) (forced) composition to creditors;
g.an attachment is levied on a material part of the Client’s goods, which is not lifted within 14 days of the attachment;
h.the Client is placed under curatorship or administration;
i. the Client is dissolved;
j. the direct or indirect control (within the meaning of the SER Merger Code 2015) over (the activities of) the Client changes;
k. other circumstances come to Paradym’s knowledge after the conclusion of the Agreement which gives Paradym good reason to fear that the Client will not fulfil its obligations.
17.5 Termination pursuant to this Article shall be without prejudice to Paradym’s right to claim damages and without prejudice to the Client’s obligation to pay all fees, costs and other amounts due up to the effective date of termination.
18.1 Unless stated otherwise, all notices regarding the (performance of the) Agreement must be given in Writing.
18.2 Claims for performance and notices of default must be made by registered letter, expressly stating what is required of Paradym and within what period.
18.3 The provisions of the preceding paragraph also apply to the setting of any other deadline and the invocation of termination of the Agreement. A request for termination must clearly state the grounds for such termination.
19.1 The Client cannot assign claims against Paradym, for any reason whatsoever, to a third party. This provision has effect under property law within the meaning of article 83(2) of Book 3 of the Dutch Civil Code.
19.2 Unless expressly agreed otherwise in Writing, contractual notices, complaints and general contact regarding the Agreement and these general terms and conditions may be sent to Animo Product B.V., Nobeldwarsstraat 22, 3512 EX Utrecht, the Netherlands, or by e-mail to contact@paradym.id, or to another contact route expressly designated by Paradym in Writing.
19.3 The Client is not permitted to transfer its legal position or any obligation under the Agreement and/or these general terms and conditions to a third party without the prior Written consent of Paradym.
20.1 The provisions of these general terms and conditions which by their nature or purpose are intended to survive termination or expiry of the Agreement shall remain in full force and effect after termination or expiry of the Agreement.
20.2 Insofar as these general terms and conditions do not state otherwise, all rights of action of the Client against Paradym shall in any case expire one (1) year after the day on which the right of action arose, unless the claim(s) is brought before the competent court within this period.
20.3 All legal relationships between Paradym and the Client shall be governed exclusively by Dutch Law.
20.4 All disputes arising out of or in connection with the legal relationships between Paradym and the Client governed by these general terms and conditions shall be submitted exclusively to the competent court of the District Court of Midden-Nederland, location Utrecht, the Netherlands.
20.5 Questions and complaints regarding these general terms and conditions may be sent by e-mail to contact@paradym.id.
Effective from May 4th, 2026