Terms and Conditions

1. Parties and Acceptance

These Terms and Conditions ("Terms") govern access to and use of the WeProof platform, website, reviewer links, and related services (collectively, the "Services"). By creating an organisation, purchasing a subscription, accepting an order form, clicking to accept these Terms, or using the Services, the customer entity identified in the account or order form ("Customer") agrees to be bound by these Terms.

These Terms are entered into between WeProof B.V., a private limited liability company organised under the laws of the Netherlands, with its registered office at Voshage 21, 5258 XN Berlicum, the Netherlands, and registered with the Dutch Chamber of Commerce under number 42031773 ("WeProof", "we", "us", or "our"), and the Customer. If an individual accepts these Terms on behalf of a legal entity, that individual represents that they have authority to bind that entity.

2. Scope of the Services

WeProof is a business to business software platform for file review, approvals, annotations, versioning, review rounds, and related collaboration workflows. The Services may include support materials, documentation, email notifications, file hosting, video playback or transcoding, analytics, branding tools, and features designated as beta, early access, pilot, preview, or similar.

We may use third party infrastructure and subprocessors to provide the Services, including hosting, storage, video processing, email delivery, analytics, and payment providers. Customer acknowledges that parts of the Services may depend on such third party services.

3. Accounts, Organisations, and Users

The Services are provisioned at organisation level. Customer is responsible for all activity occurring within its organisation, including activity by owners, admins, members, invited reviewers, and any person accessing a personal review link sent on Customer's behalf.

Customer must ensure that account information is accurate, complete, and kept up to date. Customer must maintain the confidentiality of login credentials and review links and must promptly notify WeProof of any suspected unauthorised access or security incident affecting the Services.

Customer may assign seats only to its own internal team members. Reviewer links are intended for the review process connected to Customer projects and must not be used to provide general public file hosting or distribution services.

4. Subscription Plans, Seats, Reviewers, and Trial

WeProof offers plan based subscriptions. Plan limits, feature access, and included usage amounts are described on the pricing page, applicable order form, or billing interface in effect at the time of purchase. The current commercial model reflected in the product includes plan based seat limits, storage limits, and feature gating, while external reviewers remain unlimited across plans.

Unless otherwise agreed in writing, subscriptions are purchased for recurring monthly or yearly terms and renew automatically until cancelled in accordance with the applicable billing flow. Fees are payable in advance. Newly created organisations may receive a one-time, time-limited trial of a designated paid plan (currently a 30-day Studio plan trial). At the end of the trial period, the organisation is automatically downgraded to the Free plan unless a paid subscription has been purchased. Trial eligibility, duration, and conditions are as described at signup or in the billing interface and are limited to one trial per newly created organisation.

We may suspend feature access, prompt for an upgrade, restrict new uploads, or otherwise enforce plan limits when Customer reaches the included seat, storage, project, or feature thresholds for its plan. Customer remains responsible for all accrued fees and overages, if any, incurred before enforcement takes effect.

5. Billing, Taxes, and Payment

Customer authorises WeProof and its payment providers to charge the applicable subscription fees, add on fees, taxes, and other agreed charges using the selected payment method. Except where mandatory law provides otherwise, all fees are non refundable for the current billing term.

All prices are exclusive of VAT and other applicable taxes unless expressly stated otherwise. Customer is responsible for all taxes, duties, levies, and similar governmental charges, except taxes based on WeProof's net income.

If payment fails, is reversed, or remains overdue, we may suspend access to the Services or downgrade the subscription after giving reasonable notice, unless immediate suspension is reasonably necessary to prevent ongoing loss or abuse.

6. Customer Content and Customer Responsibility

As between the parties, Customer retains all rights, title, and interest in and to all files, comments, annotations, names, branding assets, text, data, and other content submitted to, uploaded to, or processed through the Services by or on behalf of Customer or its users ("Customer Content").

Customer is solely responsible for the legality, accuracy, quality, integrity, and rights clearance of Customer Content and for obtaining all permissions, consents, and legal bases required to use the Services in connection with Customer Content. Customer represents and warrants that its use of the Services and all Customer Content will not infringe third party rights or violate applicable law.

7. Licence to Operate the Service

Customer grants WeProof a non exclusive, worldwide, limited term right to host, copy, transmit, process, display, and otherwise use Customer Content only as necessary to provide, secure, maintain, support, and improve the Services, to prevent abuse, and to comply with applicable law.

WeProof does not acquire ownership of Customer Content. Except as expressly permitted in these Terms or by Customer instruction, we will not use Customer Content for public marketing purposes. We will not use Customer Content to train global artificial intelligence models for other customers without Customer's explicit consent.

8. Acceptable Use

Customer shall not, and shall not permit any user or reviewer to: use the Services for unlawful, infringing, defamatory, fraudulent, or harmful activity; upload malware or code intended to disrupt systems; attempt to gain unauthorised access to the Services or related systems; interfere with the security, integrity, or performance of the Services; reverse engineer, copy, frame, resell, or create derivative works of the Services except to the extent such restriction is prohibited by law; or use the Services as a general file hosting, public distribution, or competing service platform.

We may remove content, disable links, or suspend access if we reasonably believe this clause, applicable law, or third party rights are being violated.

9. Privacy, Data Protection, and Security

If and to the extent WeProof processes personal data on behalf of Customer, the parties will enter into a separate data processing agreement. Customer remains responsible for the lawfulness of its personal data processing and for providing any required notices to data subjects.

WeProof will maintain appropriate technical and organisational measures designed to protect Customer Content and personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access. No internet based service is fully secure, and except as expressly set out in these Terms or a separate written agreement, WeProof does not guarantee that the Services will be free from all vulnerabilities, delays, interception, or unauthorised access.

10. Availability, Support, and Changes

We will use commercially reasonable efforts to make the Services available and functional, but the Services are provided on an ongoing evolving basis. We may modify, update, replace, or discontinue features from time to time, provided that we do not materially reduce the core paid functionality of the subscribed plan during the current paid term without a valid operational, legal, or security reason.

Support levels, response expectations, and any service commitments are only provided where expressly stated in the applicable plan, order form, or separate service level agreement.

11. Beta, Preview, and Early Access Features

Features designated as beta, preview, early access, pilot, experimental, or similar are provided for evaluation purposes only. Such features may be incomplete, may change or be withdrawn at any time, and may be subject to additional restrictions.

Unless mandatory law provides otherwise, beta and preview features are provided as is and as available, without warranties and without any service level commitment.

12. Intellectual Property Rights in the Services

WeProof and its licensors retain all rights, title, and interest in and to the Services, software, user interface, workflows, documentation, branding, and all related intellectual property rights. No rights are granted to Customer other than the limited right to access and use the Services during the subscription term in accordance with these Terms.

If Customer provides feedback, suggestions, or improvement ideas, WeProof may use them without restriction or compensation, provided that we do not disclose Customer Confidential Information when doing so.

13. Confidentiality

Each party receiving Confidential Information from the other party shall protect it with at least reasonable care and shall use it only for the purposes of performing under these Terms. Confidential Information does not include information that is already public through no breach of these Terms, was already lawfully known to the receiving party, is independently developed without use of the disclosing party's Confidential Information, or is lawfully received from a third party without duty of confidentiality.

A receiving party may disclose Confidential Information to its employees, advisers, subprocessors, and contractors who need to know it for the permitted purpose, provided they are bound by confidentiality obligations at least as protective as those in this clause.

14. Suspension and Termination

We may suspend access to all or part of the Services with immediate effect if: Customer materially breaches these Terms; payment remains overdue after notice; use of the Services creates a security risk, legal risk, or operational burden; or suspension is reasonably necessary to protect the Services, other customers, or third parties.

Customer may stop using the Services and cancel its subscription in accordance with the billing settings or any agreed notice period. Termination or expiry does not relieve Customer of the obligation to pay fees already incurred.

After termination or expiry, WeProof may delete Customer Content in accordance with its retention practices and applicable law. Customer is responsible for exporting its data before the effective end of the Services. Where reasonably possible, WeProof may allow a short post termination export window, but is not obliged to do so unless required by law or a separate written agreement.

15. Warranties and Disclaimers

Each party warrants that it has the authority to enter into these Terms. WeProof warrants that it will provide the Services with reasonable care and skill and in material conformity with its documentation.

Except as expressly stated in these Terms and to the fullest extent permitted by law, the Services are provided as is and as available. WeProof disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, non infringement, and uninterrupted or error free operation.

16. Indemnity

Customer shall indemnify and hold harmless WeProof, its directors, officers, employees, and affiliates against third party claims arising from or relating to Customer Content, Customer's use of the Services in breach of these Terms, Customer's violation of applicable law, or Customer's infringement of third party rights.

WeProof shall indemnify Customer against third party claims that the standard unmodified Services infringe a third party intellectual property right enforceable in the Netherlands, except to the extent the claim arises from Customer Content, third party materials, Customer instructions, modifications not made by WeProof, or use outside the permitted scope. WeProof may, at its option, procure the right for Customer to continue using the Services, modify the Services to make them non infringing, or terminate the affected part of the Services and refund prepaid fees for the unused portion of the affected term as Customer's exclusive remedy for such claim.

17. Limitation of Liability

Nothing in these Terms limits or excludes liability to the extent such limitation or exclusion is not permitted under applicable law, including liability for intent, wilful misconduct, gross negligence where exclusion is not allowed, death or personal injury caused by negligence, or fraud.

Subject to the preceding paragraph, WeProof's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort, or otherwise, shall not exceed the total subscription fees paid or payable by Customer to WeProof under these Terms in the twelve months preceding the event giving rise to the claim.

To the fullest extent permitted by law, neither party shall be liable for indirect damage, consequential damage, loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, or loss of data, except that this exclusion does not apply to Customer's payment obligations, Customer's indemnity obligations, or breaches of confidentiality or intellectual property rights to the extent Dutch law does not permit such exclusion.

18. Force Majeure

Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including internet outages, cloud provider failures, labour disputes, acts of government, war, terrorism, natural disasters, epidemic related measures, or general telecommunications failures. The affected party shall use reasonable efforts to mitigate the impact and resume performance as soon as reasonably possible.

19. Publicity

WeProof may refer to Customer's name and logo as a customer reference only with Customer's prior written consent, except where such display results from Customer's own use of branding features inside the Services.

20. Changes to the Terms

We may update these Terms from time to time. If a change materially adversely affects Customer, we will provide reasonable prior notice by email, in product notice, or other appropriate means. Continued use of the Services after the effective date of the updated Terms constitutes acceptance of the updated Terms. If Customer does not agree to a material change, Customer's sole remedy is to stop using the Services and cancel the subscription before the change takes effect.

21. Governing Law and Disputes

These Terms and any dispute or claim arising out of or in connection with them are governed exclusively by Dutch law. The Vienna Sales Convention does not apply.

Any dispute that cannot be resolved amicably shall be submitted exclusively to the competent court in the Netherlands in the district where WeProof B.V. has its registered office, unless mandatory law requires otherwise.

22. Miscellaneous

These Terms together with the applicable order form, pricing page, privacy notice, data processing agreement, and any service level agreement constitute the entire agreement between the parties regarding the Services and supersede prior agreements on the same subject matter.

Customer may not assign these Terms without WeProof's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets involving Customer. WeProof may assign these Terms to an affiliate or successor in interest.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect. Failure to enforce a provision is not a waiver. Notices under these Terms may be given electronically, including through the account owner email address on record.