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General terms and conditions for business customers

 

version 1.5 - 07-2024

We, Bold Security Technology B.V. (hereinafter referred to as "Bold"), focus on the development and supply of physical access system products, a related mobile application (the "Bold App") and a related web application (the “Bold Web Portal”).

These general terms and conditions ("Terms and Conditions") apply to all offers, quotations and agreements whereby Bold provides goods and/or services to you as a business user (i.e. as a party acting in the exercise of a profession or business), including in any case the Products, the Bold App, the Bold Web Portal and the Website. Deviations from and additions to these Terms and Conditions are only valid if they have been agreed upon in writing between you and Bold. The purchase and use of our products and services by consumers are subject to the General Terms and Conditions for Consumers.

Bold expressly rejects the applicability of your purchase or other terms and conditions.

You are advised to study the Terms and Conditions carefully. You can view the currently valid version of these Terms and Conditions on our website.

 

1. About us

Name: Bold Security Technology B.V.

Acting under the name: Bold 

Business address: Leidseveer 2, 3511SB Utrecht

 

Contact information:

By telephone or Whatsapp - +31(0)85 060 7337

E-mail address: support@boldsmartlock.com

Chamber of Commerce number: 65757319

VAT number: NL 856247169B01

 

2. Definitions 

For the purposes of these Terms and Conditions the following terms shall mean:

Bold or us: Bold Security Technology B.V..

Bold App: mobile application connected to the Bold Smart Lock (the cylinder lock that can be opened and closed with the Bold App and a personal PIN code). The main purpose of the Bold App is to open and close the Bold Smart Lock. 

Bold Products: the physical access system products purchasable from Bold, including the Bold Smart Lock, the Bold Smart Connect and the Bold Clicker.

Bold Web Portal: web application of Bold that allows managing End Users’ access to and use of Bold Products and the Bold App.

Customer or you: the legal entity that purchases goods and/or services from Bold, including the Bold App, the Bold Web Portal and any Bold Products, for its own benefit and/or for the benefit of others. The act of filling in the company name field, thereby entering your company name, while placing an order indicates the classification as a business customer, thereby triggering the enforcement of these conditions.

Customer Personal Data: any Personal Data Processed by Bold or a Sub-processor on behalf of Customer.

Confidential Information: all information, in whatever form (including written, oral, visual, electronic information or copies thereof), relating to the performance of the obligations under these Terms and Conditions and all agreements, Bold's products and services, in particular the Bold App, Bold Web Portal, Bold Products and Website and its business (including financial, commercial, strategic, sales and marketing information, forecasts, employee information, etc.), the Customer Personal Data, and all other information, in whatever form, provided by or on behalf of Bold in confidence or which by its nature is to be considered confidential.

Data Protection Laws: the applicable laws and regulations relating to data protection and the processing of personal data, including the GDPR and laws implementing or supplementing the GDPR and, to the extent applicable, the data protection or privacy laws of any other country.

End User: any person that makes use of or has access to Bold Products, the Bold App or Bold Web Portal in the context of Customer’s profession or business or in any other context.  

End User License Agreement for the Bold App: the end user license agreement that is applicable to End Users’ use of the Bold App, which can be found at https://boldsmartlock.com/end-user-license-agreement-for-the-bold-app/.

GDPR: EU General Data Protection Regulation 2016/679.

Intellectual Property Rights: patents, trademarks, service marks, logos, trade names, internet domain names, design rights, copyrights (including rights in computer software) and moral rights, database rights, semiconductor topography rights, utility models, know-how and other intellectual property rights, whether registered or not and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world.

Sub-processor: any person appointed by or on behalf of Bold to process Customer Personal Data on behalf of the Customer. 

Terms and Conditions: these general terms and conditions.

Terms of Service for the Bold Web Portal: the terms of service that are applicable to End User’s use of the Bold Web Portal, which can be found at https://boldsmartlock.com/terms-of-service-for-the-bold-web-portal/. 

Website: website of Bold at https://boldsmartlock.com/

The terms “Processor”, “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

 

3. Offers, conclusion of contract and order

  1. All offers and other expressions of Bold are without obligation, unless Bold expressly indicates otherwise.
  2. The agreement between Bold and the Customer is concluded after Bold's order confirmation by e-mail of an order of products or services by the Customer or by dispatch of an order in accordance with the order confirmation.
  3. All printed matter, all catalogs, advertisements, price lists, promotional materials and other information relating to the Bold App, Bold Products, Bold Web Portal and Website (digital or otherwise) that describe technical data or product properties, provide only a general description and do not constitute grounds for all possible claims by the Customer.  
  4. Bold does not warrant that the installation and use instructions supplied by Bold are error-free and that the items supplied have the properties stated in these instructions.
 

4. Order and execution of the agreement

  1. The Bold Products will be presented to you on our Website, where Customers can select and purchase these products. The presentation of products on the Website is not an offer in a legal sense. The offer is made by the Customer by completing the ordering process of the selected products. Our ordering process allows you to check and correct any errors before finalising your order. You can select the relevant Bold Product by clicking on the [BUY] button and then the [IN SHOPPING CART] button. You can also remove selected products from your shopping cart and replace them by pressing the [X] button or adjust the number of products shown in the shopping cart. Please carefully check your order and the information you have provided before placing your order. By clicking on the [Place order] button, you are making a binding offer to buy. Our receipt of your order will be confirmed by an automatic e-mail immediately after placing the order; this does not imply acceptance of the contract. We accept your order by sending you a separate order confirmation by e-mail or by shipping the products. We will strive to do this as soon as possible. Bold has the right to refuse orders without giving a reason, especially if the ordered product is no longer available.
  2. The delivery periods or dates mentioned by Bold or agreed between the parties are indicative target periods or dates and are thus not binding on Bold.
  3. If Bold does not have all products ordered by the Customer in stock, Bold may make partial deliveries where this is reasonable. Any periods such as delivery periods only start to run once the last partial delivery has taken place.
  4. The risk of damage, theft, loss or misappropriation of ordered products is transferred to the Customer at the moment that the Customer has the actual power of disposal, even if ownership has not yet passed to the Customer.  
  5. The Customer is obliged to take delivery of the ordered products at the moment they are made available to him or at the moment they are delivered to him. If the Customer refuses to take delivery or fails to provide information or instructions necessary for delivery, the ordered products will be stored for a maximum of 4 weeks at the expense and risk of the Customer. In that case the Customer shall bear all related costs, including in any case storage costs.
  6. All obligations of Bold under any agreement or these Terms and Conditions are provided on the basis of Bold's reasonable efforts (efforts based obligations) and are not performance obligations.
  7. The Customer waives his right of withdrawal.
  8. Sections 6:227b(1) and 6:227c of the Dutch Civil Code are not applicable. 
 

5. Prices and terms of payment

  1. The prices shown on the Website are in euros including VAT and all other price components such as packaging, unless explicitly stated otherwise. Any shipping costs are also displayed on the Website and are also shown before the binding order is placed.
  2. Bold may change its prices at any time, but price changes do not affect a current order that has been accepted by Bold as described in article 4 (1) above.
  3. Bold accepts payments by means of credit cards or online payment systems, such as PayPal and online banking. All related costs are at the expense of the Customer.
  4. Bold will send you an invoice for placed and accepted orders. Unless otherwise stipulated in the agreement, the invoice must be paid within 14 days of the invoice date.
  5. The Customer is not entitled to suspend payments or set off amounts owed.
  6. When purchasing the Bold Business Portal, Bold asks you to sign a SEPA direct debit mandate, after which monthly payments will be made by direct debit. Bold is obliged to charge a 10 euro reversal fee if the Direct Debit is wrongly reversed within four weeks of the debit date. Refunds will only be accepted if the Bold Business Portal's notice period (1 calendar month) has been observed.
 

6. Retention of title

  1. All products delivered by Bold to the Customer remain the property of Bold or its suppliers until all amounts owed by the Customer pursuant to any agreement with Bold, including the purchase prices for prior deliveries, have been paid to Bold, including, but not limited to, any damages owed, whether or not due to failure by the Customer to fulfil an obligation (or several obligations) towards Bold pursuant to an agreement or otherwise, as well as interest and/or collection costs owed.
  2. The Customer shall not pledge delivered products of which ownership has not yet been obtained or establish any other right on them.
 

7. Defects and complaint period 

  1. The Customer is obliged to carefully check products delivered upon receipt to ensure that the products delivered comply with the agreement with Bold, including whether the correct quantities and goods have been delivered and whether the products delivered meet the requirements for normal use.
  2. If the delivered order is not satisfactory, the Customer shall submit a detailed written complaint within a period of 30 days. This 30-day period commences on the day following the date of receipt of the products delivered. Bold has no obligation under the purchase agreement with the Customer to deal with complaints that have not been submitted within the aforementioned 30-day period, in which case the Customer's rights lapse.
  3. If, in Bold's opinion, repair is not possible, repair will take a long time or involve disproportionately high costs, Bold may decide to replace the delivered products free of charge.
  4. Payments by the Customer that have been processed for setting up the product or service, such as administrative fees or installation fees, will not be subject to refunds by Bold.
  5. Following the right of dissolving a contract, the Customer can be held responsible for covering usage costs, such as license fees, of the product or service up until the day of dissolution unless otherwise agreed.
 

8. Changes

  1. Bold is entitled to amend and/or supplement the Terms and Conditions at any time, whereby these amendments and/or supplements shall take effect for the future, in particular when introducing new products or this is required pursuant to changes in legislation. Bold is at all times entitled to supplement or change its products and services, including the Bold Products, Bold Web Portal, Website and Bold App. Bold will make reasonable efforts to inform Customers of any material changes.
  2. Bold is not liable for interruptions, changes or termination of product development or services. 
 

9. Warranties, liability and indemnifications

  1. The Customer acknowledges and agrees that the Bold Products, Bold App, Bold Web Portal, Website or other products and services offered by Bold are made available to it on an "as is" basis and that Bold makes no warranties with regard to the Bold Products, Bold App, Bold Web Portal, Website or other products and services offered by Bold. This means, inter alia, that Bold does not guarantee that the Bold Products, Bold App, Bold Web Portal, Website or other products and services offered by Bold are free of defects.  
  2. Bold is not liable for damage due to the Bold Products, Bold App, Bold Web Portal, Website or other products and services offered by Bold and/or any failure in the performance of agreements or breach of other obligations towards the Customer. Furthermore, Bold is not liable for any damage due to incompleteness, inaccuracies and/or unlawfulness on the Website, the Bold Web Portal or the Bold App or use of the Website, the Bold Web Portal or the Bold App, other expressions of Bold or expressions and websites of third parties, regardless of whether Bold refers to them.
  3. The provisions of Article 9 (2) above apply except in the case of intent or gross negligence.
  4. Any claim of the Customer for compensation of damage lapses after one (1) year after the event causing the damage.
  5. The Customer shall indemnify Bold and hold Bold harmless from and against any and all losses, damages, costs, fines, penalties, expenses (including legal fees) and other liabilities of any kind suffered by Customer, arising from any claims, demands or suits by End Users or other third parties relating to the Bold Products, Bold App, Bold Web Portal, Website or other products and services offered by Bold.
  6. Customer shall procure that all End Users will accept and comply with:
    i. the End User License Agreement for the Bold App, if they have access to and/or make use of the Bold App; and 
    ii. the Terms of Service for the Bold Web Portal, if they have access to and/or make use of the Bold Web Portal.
  7. Customer shall assume full responsibility and liability for End Users’ compliance with these Terms and Conditions, the End User License Agreement for the Bold App, the Terms of Service for the Bold Web Portal and their use of Bold Products, the Bold App, the Bold Web Portal, the Website and their accounts.  
  8. Customer shall indemnify Bold and hold Bold harmless from and against any and all losses, damages, costs, fines, penalties, expenses (including legal fees) and other liabilities of any kind, whether foreseeable or not, arising from any End Users’ use of the Bold Products, Bold App, Bold Web Portal, Website and other services and products offered by Bold.
  9. For any Bold product the statutory warranty period of 24 months applies. Bold product warranty is non-transferable to new owners (so called second-hand products). 
 

10. Intellectual property rights

  1. The Customer acknowledges that all Intellectual Property Rights in the Bold Products, Bold App, Bold Web Portal, Website or other products and services offered by Bold are the exclusive property of Bold or its licensor(s). Any right granted to the Customer in these Terms and Conditions or under any agreement is non-exclusive and the Customer may not sublicense, transfer or pledge such right.
  2. The Customer will not seek protection of Intellectual Property Rights or apply for such protection in any country in the world for the Bold Products, Bold App, Bold Web Portal, Website or other products and services offered by Bold.
  3. The Customer may from time to time provide Bold with comments, suggestions, data, information or feedback ("Feedback") on the Bold Products, Bold App, Bold Web Portal, Website or other products and services offered by Bold. The Customer acknowledges and agrees that such Feedback may be freely used by Bold in its sole discretion for the design, development, improvement, marketing and commercialisation of the Bold Products, Bold App, Bold Web Portal, Website or other products and services offered by Bold, without any restriction based on confidentiality or Intellectual Property Rights. The Customer further agrees that Bold may use any information sent with a warranty claim from the Customer as Feedback.

 

11. Processing of data

  1. Bold processes personal data when providing services and products. See the Bold Privacy Policy for more information: https://boldsmartlock.com/bold-privacy-statement.
  2. If Bold acts as a Processor of Customer Personal Data on behalf of the Customer, of which the Customer qualifies as Controller, the Customer instructs Bold to process Customer Personal Data. Bold is solely responsible for the Processing of Customer Personal Data in accordance with the legitimate instructions of the Customer and under the express (final) responsibility of the Customer. For all other Processing of Customer Personal Data, including but not limited to the collection of Customer Personal Data by the Customer, Processing for purposes not reported to Bold by the Customer, Processing by third parties and/or for other purposes, Bold is not responsible or liable. Responsibility and liability for these Processing activities rest exclusively with the Customer. An overview of the type of Customer Personal Data, categories of Data Subjects and the purposes of Processing, is included in Schedule 1.
  3. Bold undertakes to Process Customer Personal Data only for the purpose of the activities referred to in the agreement and these Terms and Conditions. Bold will not use the Customer Personal Data which it Processes for the Customer for its own or third-party purposes in any way without Customer's express written consent unless a legal provision requires Bold to do so. In such case, Bold shall immediately inform the Customer of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest.
  4. Bold shall take reasonable steps to ensure the reliability of any employee, agent or contractor of Bold who may have access to the Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Customer Personal Data, as strictly necessary for the activities referred to in these Terms and Conditions, and to comply with Data Protection Laws in the context of that individual’s duties to Bold, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
  5. Considering the state of the art, the costs of implementation and the nature, scope, context, and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Bold shall in relation to the Customer Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk. In assessing the appropriate level of security, Bold shall take account of the risks that are presented by Processing, in particular from a Personal Data Breach. An overview of the technical and organizational measures implemented in Schedule 2.
  6. Bold has the Customer’s general authorization for the engagement of Sub-processors as included in Schedule 3. Bold shall inform the Customer of any intended changes of that list through the addition or replacement of Sub-processors at least 30 days in advance, thereby giving the Customer sufficient time to be able to object to such changes prior to the engagement of the concerned Sub-processor(s). Bold shall provide the Customer with the information necessary to enable the Customer to exercise the right to object. Where Bold engages a Sub-processor for carrying out specific processing activities (on behalf of the Customer), it shall do so by way of a contract which imposes on the Sub-processor, in substance, the same data protection obligations as the ones imposed on Bold in accordance with these Terms and Conditions.
  7. Considering the nature of the Processing, Bold shall assist the Customer by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Customer obligations, as reasonably understood by Customer, to respond to requests to exercise Data Subject rights under the Data Protection Laws. The Customer will bear all the costs that Bold needs to make for filling this request. Bold shall:
    i. promptly notify Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and
    ii. ensure that it does not respond to that request except on the documented instructions of the Customer or as required by Data Protection Laws to which Bold is subject, in which case Bold shall to the extent permitted by Data Protection Laws inform the Customer of that legal requirement before Bold responds to the request.
  8. Bold shall notify Customer without undue delay upon Bold becoming aware of a Personal Data Breach affecting Customer Personal Data, providing the Customer with sufficient information to allow the Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
  9. Bold shall cooperate with the Customer and take reasonable commercial steps as are directed by the Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
  10. Bold shall provide reasonable assistance to the Customer with any data protection impact assessments, and prior consultations with Supervisory Authorities or other competent data privacy authorities, which Customer reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Customer Personal Data by, and taking into account the nature of the Processing and information available to Bold. The Customer will bear all the costs of preparing this.
  11. In the event the agreement with Bold is terminated, Bold shall promptly and in any event within 20 business days of the date of cessation of any services involving the Processing of Customer Personal Data delete and procure the deletion of all copies of those Customer Personal Data.
  12. Bold shall make available to the Customer on request all information necessary to demonstrate compliance with these Terms and Conditions in relation to the Processing of the Customer Personal Data and shall allow for and contribute to audits, including inspections, by the Customer or an auditor mandated by the Customer in relation to the Processing of the Customer Personal Data by the Bold which can be requested once per year. Information and audit rights of the Customer only arise under article 11(12) to the extent that these Terms and Conditions do not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Laws.
  13. Any transfer of Customer Personal Data to a third country by Bold shall take place in compliance with Chapter 5 of the GDPR.

 

12. Confidentiality

  1. The Customer will, both during the term of the agreement with Bold and for a period of five (5) years thereafter:

    i. keep all Confidential Information secret and confidential and ensure that its officers, employees (both during and after their employment) and representatives keep it secret and confidential;
    ii. exercise the same care to prevent any unauthorized disclosure of the Confidential Information as it would normally exercise with respect to its own Confidential Information;
    iii. use the Confidential Information only in the performance of the obligations and rights under an agreement with Bold, and ensure that its officers, employees and representatives do likewise;
    iv. only disclose Confidential Information to its officers, employees and representatives to the extent reasonably required for the performance of an agreement with Bold, whereby the Customer shall inform them of the confidential nature of the Confidential Information and shall obtain from them written confidentiality obligations in accordance with this article 12; 
    v. promptly notify the other Party of any suspected or actual unauthorized use or disclosure of the Confidential Information and take all reasonable steps to prevent, restrict or remedy such use or disclosure.
  2. The obligations in article 12(1) do not apply to Confidential Information as demonstrated by the Customer:

    i. must be disclosed under applicable law, provided that the Customer notifies Bold without delay of its obligation to disclose, and cooperates with the other party to avoid or limit disclosure;
    ii. was already in the Customer's possession without any duty of confidentiality when it received it from Bold;
    iii. was already in the public domain at the time of disclosure, except as a result of a breach of these Terms and Conditions; or
    iv. has been developed independently without access to the Confidential Information.
 

13. Force majeure

  1. The parties are not obliged to fulfil their obligations under any agreement between them in the event of force majeure. Force majeure includes: (a) force majeure on the part of Bold's suppliers, (b) non-compliance of their obligations by suppliers prescribed to Bold by the Customer, (c) defects in products, materials, equipment, goods or software prescribed by the Customer, (d) government measures, (e) failures in electricity, internet, network and telecommunication facilities, (f) illness of Bold's personnel, (g) transport problems of Bold. The inability to deliver payments due is not regarded as a case of force majeure, unless the banking or payment infrastructure itself is affected.
  2. Dates and times at which Bold is obliged to fulfil obligations under any agreement or these Terms and Conditions are automatically postponed for the period that Bold is unable to fulfil those obligations due to force majeure.

 

14. End of agreement

  1. Each party is solely entitled to rescind an agreement with the other party in the event of (i) an attributable breach of the agreement by the other party, (ii) always after a written notice of default setting a reasonable term for remedying the breach, (iii) after which the other party remains in breach of (iv) essential obligations under the agreement, including the Customer's payment obligation.
  2. Each party shall be entitled to terminate the agreement in writing with immediate effect and without notice of default if the other party is granted a suspension of payments, an application for bankruptcy in respect of it, if its business is wound up or terminated, with the exception of restructuring or mergers of companies. Bold is also entitled to terminate the agreement with the Customer in the event of a change of decisive control over the Customer's company. 

 

15. Other provisions

  1. All agreements and other legal relationships between the Customer and Bold are governed by Dutch law. The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna 1980), including subsequent amendments, is expressly excluded.
  2. Unless otherwise provided by mandatory law, the court in Utrecht will have exclusive jurisdiction to hear any disputes between Customer and Bold, including those relating to the acquisition of injunctive relief.
  3. To the extent permitted by law, the remainder of the agreement shall remain valid if any provision of these Terms and Conditions is nullified, is deemed null and void or is found not to be legally valid. The relevant legal provisions shall apply instead of the annulled, void or unenforceable provisions.
  4. All notices and communications that follow from these Terms and Conditions must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in under article 1 of these Terms and Conditions at such other address as notified from time to time by the Parties changing address
     

Bold Security Technology BV
Leidseveer 2
3511SB Utrecht

 

GRP number: 65757319
E-mail: support@boldsmartlock.com
Web: http://www.boldsmartlock.com
VAT No: NL 856247169B01


Schedule 1: Overview Data Processing

Categories of Data Subjects whose personal data is processed

Categories of personal data processed:

Nature of and purpose(s) for which the Customer Personal Data is processed on behalf of
the Customer

Duration of the processing

 

Schedule 2: Security

Bold takes cares of the security of the Customer personal data by undertaking the following
activities:

 

Schedule 3 Sub-processors

Amazon AWS Cloud hosting (ISO 27001 certified), Ireland.