Terms of use

for the private company with limited liability Chiff B.V., registered in the Trade Register of the Chamber of Commerce under number 72100419

The terms of use are applicable to all services of Chiff, a company providing an application aimed at the management of digital passwords. For proper use of the application, please see the explanation on our website chiff.app.

Please read these conditions of use carefully before using the website or the application. As soon as you visit this website or download the application, you are bound by these terms of use. If you do not agree to these terms of use, you are not allowed to use the application or the website. You are not allowed to transfer these terms of use to any other person.

ARTICLE 1: DEFINITIONS

In these terms of use, the following terms have the following meaning:

1.1. Subscription: the contract between the User and Chiff regarding the use of the paid version of the Application;
1.2. Terms of use: these terms of use of Chiff;
1.3. Application: the whole application, consisting of the Mobile Application and Extension;
1.4. Services: the services provided by Chiff through its Application, aimed at the management of digital passwords as well as other activities performed by Chiff;
1.5. Third-Party Services: websites, services and applications of third parties;
1.6. Extension: the browser extension developed by Chiff to provide its Services;
1.7. User: the natural or legal person that enters into a contract with Chiff and accesses or uses Chiff’s Application. Legal persons and their end users are considered business users;
1.8. Chiff: the private company with limited liability Chiff B.V., registered in the Trade Register of the Chamber of Commerce under number 72100419, all of Chiff’s affiliated companies and/or any third parties to be designated by Chiff;
1.9. Mobile Application: the app developed by Chiff to provide its Services;
1.10. Paper Back-up: twelve (12) words that the User must write down after installing the Mobile Application. These twelve words represent the unique and randomly generated Random Seed;
1.11. Parties: Chiff and the User jointly;
1.12. Random Seed: the randomly generated key from which the User’s passwords are derived on the basis of a deterministic algorithm;
1.13. Website: the website developed by chiff chiff.app for the purpose of providing its Services.

ARTICLE 2: APPLICATION OF THE TERMS OF USE

2.1. These Terms of use apply to all contracts entered into by Chiff and the User, as well as to all Subscriptions, all Services and every (other) use of or access to the Application.
2.2. The Terms of use do not apply to the Third-Party Services to which the User gains access by using the Services.
2.3. All deviations from and amendments to these Terms of use are only binding to Chiff if and in so far as they have been explicitly agreed in writing and in so far as Chiff has been represented by an officer who is duly authorised by virtue of Chiff’s Articles of Association. Such deviations do not have any binding effect on other contracts/legal acts between Chiff and the User.
2.4. The User agrees with the applicability of the Terms of use to all subsequent contracts/legal acts between Chiff and the User. The User accepts that in such case these Terms of use need not be made available again.
2.5. If one or more provisions of these Terms of use prove null and void or must be voided, the other provisions of these Terms of use will remain in full force.
2.6. Chiff reserves the right to unilaterally amend the contents of these Terms of use at its discretion. The amended version applies as soon as Chiff has sent the User an electronic notification of the change and the User has not objected to its applicability within thirty (30) days of transmission of this notification.
2.7. As regards any elements that have not been provided for in these Terms of use, the contents thereof will be determined by the offer, the acceptance thereof by the User or the acceptance thereof by Chiff, all in so far as explicitly occurred and in so far as they do not conflict with each other.
2.8. Headings in these Terms of use have been added for clarification purposes only and therefore do not affect the content or interpretation of any provision of these Terms of use.
2.9. These Terms of use will be made available in various languages. In the event of any dispute with respect to the contents or interpretation of these Terms of use, the Dutch text will be binding.
2.10. In the event that a contract between the Parties is or has been terminated, irrespective of the reason, the provisions of these Terms of use that by their nature or contents are intended to endure beyond the termination of this contract, will remain in full force after the termination including, but not limited to, the provisions on termination, confidentiality and disputes with Chiff.

ARTICLE 3: FORMATION AND AMENDMENT OF THE CONTRACT

3.1. A contract between the Parties is formed as soon as the User downloads and/or uses the Application, or as soon as the User uses Chiff’s Services in any other manner.

ARTICLE 4: USE OF CHIFF

4.1. The User can only use the Services in so far as the User has the appropriate or necessary equipment, including, but not limited to, a smartphone or tablet, as well as access to internet, e.g. (without limitation) by means of a subscription at a telecommunications service.
4.2. As soon as the Mobile Application is installed, the latter will generate a unique and random Random Seed. The User’s passwords will be derived from this Random Seed. The Random Seed can be represented as twelve (12) words (‘Paper Back-up’).
4.3. The User is responsible for the safekeeping of their Paper Back-up. Chiff does not accept any liability for this in any way.
4.4. The User agrees that Chiff can contact them via push notifications. The User can disable Chiff’s push notifications at any time through the Mobile Application as well as through the equipment used by the User.
4.5. The User’s passwords are only stored on the User’s smartphone or tablet. Chiff has no access to the User’s passwords. Chiff is in no way able to restore or retrieve the User’s secured data. The User can restore or retrieve their secured data themselves by means of their Paper Back-up.
4.6. In order to restore an account by means of the Paper Back-up, Chiff will store the following User data: (i) websites at which the User has an account; (ii) the User’s user names; and (iii) other configuration data. These data are encrypted and are not accessible to Chiff.
4.7. The Application may not be used for any other purposes than the purposes for which they have been made available to the User. Therefore, the User is not allowed to change, edit, hack, translate, copy, disseminate, pledge, transmit, exploit, encumber, crack or otherwise modify (any part of) the Application. The User is also prohibited from reproducing, licensing or distributing (any part of) the Application.
4.8. Chiff has the right to modify or delete the contents of the Application and/or the Website at its own discretion and/or to refuse Users (partial or temporary) access to the Application and/or the Website.
4.9. The functionality to scan QR codes with the Mobile Application may only be used to scan those QR codes that have been generated by the Extension.
4.10. The User uses the Applications, the Services and the Website at their own risk. The User is obliged to familiarize themselves with and is deemed to understand the risks associated with the Application, the Services and the Website.

ARTICLE 5: PRICES

5.1. Chiff offers the User two versions:
a. a free version for private users; and
b. a paid version for business users.
5.2. All amounts that the User owes to Chiff for the Subscription must be paid by the User to Chiff in advance. The User will be invoiced monthly pro rato on the basis of a fixed amount per user.
5.3. All costs and prices quoted by Chiff or agreed between the Parties are denominated in the currency of the User’s country of residence and, therefore, should be paid to Chiff in that same currency unless Chiff has explicitly stated otherwise in writing.
5.4. All costs and prices quoted by Chiff or agreed between the Parties are inclusive of VAT, government levies, insurances, transaction costs as well as other duties and expenses.
5.5. At the end of each period, the Subscription will be renewed automatically under the same conditions and against the then applicable rates. The User has the right to terminate the Subscription subject to a notification period of one month.

ARTICLE 6: PAYMENT

6.1. In the event of a Subscription, the User must pay any amounts owed to Chiff through a direct debit. The availability of the relevant payment method depends on various factors, such as the User’s location and the User’s bank. Therefore, Chiff cannot guarantee the proper functioning of the payment method.
6.2. In the event that the User has not paid within the payment term determined by Chiff, the User is legally in default without any prior notice of default being required.
6.3. Any complaints about the prices and costs charged to the User can be lodged with Chiff in writing within fourteen (14) days after the relevant amounts have been paid by the User to Chiff or after the invoice date, such at the risk of forfeiting all rights.
6.4. In the event that the User defaults on the (timely) fulfilment of their (payment) obligations, all reasonable costs incurred to obtain an out-of-court settlement are at the User’s expense. In any event, the User will owe Chiff the incurred collection costs in the event of a money claim. The amount of the collection costs is calculated in conformity with the Dutch Extrajudicial Collection Costs (Standards) Act (‘Wet Normering Buitengerechtelijke Incassokosten’) with a minimum amount of €40 (exclusive of VAT). Any reasonable legal and execution costs will also be at the User’s expense.
6.5. Payments made by the User will initially serve to pay all interest and costs due, and subsequently to settle the longest outstanding invoices, even if the User states that the payment is for a later invoice.
6.6. The full action for payment is immediately due and payable if:
a. a payment term has been exceeded;
b. the User applies for a moratorium or has been granted a statutory debt adjustment;
c. the User’s property or receivables are seized.

ARTICLE 7: CONFIDENTIALITY

7.1. All information that is confidential in the opinion of Chiff and that the User obtains regarding Chiff and its Services, as well as all information the User obtains regarding third-party users, must be kept confidential and can only be used in relation to the Services.

ARTICLE 8: USER AND SECURITY

8.1. The User has full responsibility for protecting and operating the electronic equipment on which they have downloaded the Application or, as the case may be, with which User makes use of the Services. The User is held to protect their equipment adequately, including, without limitation, by not interrupting the security of the operating system, as well as by periodically monitoring and updating it.
8.2. The User is fully responsible for configuring adequate authentication methods on their equipment, for safeguarding the confidentiality and/or protecting the means of authentication required to do this.
8.3. The User should make all reasonable efforts to prevent the loss, theft or misuse of the equipment referred to in Article 8(1) as well as their Paper back-up. The User is aware of the risk arising from the loss, theft or misuse of the relevant equipment or their Paper Back-up, including, but not limited to, the risk that a third party may gain (illegal) access to the User’s passwords.
8.4. The User is not allowed to disclose their Paper Back-up to any third parties, including employees of Chiff. If the User loses or forgets their Paper Back-up, Chiff cannot provide any help to recover the User’s accounts.
8.5. If the User has any suspicion that their Paper back-up is being used by a third party, or has been misused and/or impaired, the User must notify Chiff of this suspicion as quickly as possible in writing.

ARTICLE 9: LIABILITY OF CHIFF

9.1. The limitation of liability does not apply in the event of intent or wilful recklessness on the part of Chiff or its managerial staff.
9.2. Chiff is only liable to the User for any direct damage as a consequence of an attributable failure and/or an unlawful act or omission on the part of Chiff. Direct damage is exclusively understood as (i) property damage; (ii) the costs reasonably made to ascertain the cause and scope of the damage, in so far as it relates to damage within the meaning of this article; (iii) costs reasonably and demonstrably made to ensure that Chiff’s defective performance will still meet the requirements of this contract, in so far as these costs can be attributed to Chiff; and (iv) costs reasonably and demonstrably made by the User to prevent or limit direct damage, in so far as the User can demonstrate that these costs have resulted in a reduction of the direct damage within the meaning of this article.
9.3. Chiff’s liability is at all time limited to:
a. the direct damage. Chiff will never be bound to compensate indirect damage. Indirect damage is understood as all damage that is not direct damage, including in any event, but not limited to, consequential damage, loss of income or business opportunities, loss of profit and damage as a result of business interruption;
b. Chiff’s liability is in any event always limited to the amount of insurance payment that Chiff receives in a particular case.
9.4. Save for intent or wilful recklessness on the part of Chiff, Chiff is never liable for any damage of whatever nature as a result of:
a. any loss of or damage to the User’s reputation or goodwill;
b. any loss of goods, properties, monies, opportunities, clients or contacts of the User;
c. any loss or waste of overhead costs or management or staff hours of the User;
d. incompetent use by the User of the Application and/or the Paper Back-up or the Services provided by Chiff;
e. use of electronic equipment and (public) networks;
f. loss and/or theft of the electronic equipment on which the User uses the Services, or of the User’s Paper Back-up;
g. loss of the User's Paper Back-up in any way;
h. computer viruses, spyware, scareware, Trojan horses, worms, other malware or other security breaches that may affect the electronic equipment on which the User uses the Services;
i. phishing or other digital activities intended to cheat the User out of personal information;
j. a failure or temporary interruption of the Application, Website or Service provided by Chiff or other services and products provided by Chiff;
k. abuse or any other use of the Application or Services by the User contrary to the applicable laws and/or regulations;
l. third parties who are engaged in the execution of the contract at the User’s request or with the User’s permission;
m. insufficient or, as the case may be, inadequate knowledge on the part of the User with respect to the risks arising from using the Application or the Services;
n. a breach of the contract between Parties on the part of Chiff that can be attributed to a situation of force majeure in accordance with the provisions of Article 11;
o. the fact that chiff has based itself on inaccurate, incomplete and/or unreliable data, documents and information provided by or on behalf of User;
9.5. The Services will be provided in proportion to availability and without any guarantee being given.
9.6. The User indemnifies Chiff for all third-party claims and all legal assistance costs, including costs relating to or arising from any contract between the Parties, any Subscription, any Services and any (other) use of or access to the Application, with the exception of intent or wilful recklessness on the part of Chiff. In addition, the User accepts that Chiff has the right to recover damage from the User if the latter has used the Application for illegal purposes, in an illegal manner or in any other manner contrary to these Terms of use. Such damage may relate to direct, indirect, consequential or incidental damage.

ARTICLE 10: INTELLECTUAL PROPERTY

10.1. Subject to the provisions of the Terms of use, Chiff grants the User a limited, non-exclusive, non-transferrable license to use the Application, the Services and all related contents, materials and information solely for purposes approved by Chiff and in accordance with the applicable laws and/or regulations. Any other use of the Application, Services, Website and related contents, materials and information is expressly prohibited.
10.2. Updates will be automatically installed or must be installed by the User. Failure to install an update may lead to the malfunctioning of the Application.
10.3. All intellectual property rights that are (or will be) attached to Chiff’s products of the mind and products that have been developed by Chiff, remain vested in Chiff. The User is explicitly forbidden to multiply, disclose or exploit these products in any other manner than provided for in Article 10(1).
10.4. The User will notify Chiff of any breach or any improper use of the intellectual property rights vested in Chiff.

ARTICLE 11: FORCE MAJEURE

11.1. Chiff has the right to suspend the execution of its duties under the contract between the Parties for the duration of the situation of force majeure or to terminate them in full or in part, without being held to any compensation towards the User.
11.2. Force majeure is understood to mean any circumstances that may temporarily or permanently prevent performance of the contract and that cannot be attributed to Chiff. This includes in any event, but is not limited to, war, danger of war, riot, government measures, extraordinary weather conditions, illness of Chiff’s personnel, strike, fire, disruptions in the computer network and other serious interruptions of Chiff’s business operations.

ARTICLE 12: TERMINATION OF THE SUBSCRIPTION AND DISCONTINUATION OF THE APPLICATION

12.1. Without being held to any damages, Chiff has the right to terminate the Subscription in full or in part and to deny any use of the Application without any prior notice of default being required, if:
a. the User does not, not timely or not completely fulfil their duties under the contract with Chiff;
b. Chiff suspects that the User is using the Services in a fraudulent or unauthorised manner;
c. the User applies for a moratorium or has been granted a statutory debt adjustment;
d. the User’s property or receivables are seized.
12.2. If the contract is terminated, any amounts owed by the User to Chiff are immediately and fully due and payable.
12.3. If Chiff terminates the Subscription or denies use of the Application and/or Website, Chiff will reimburse the instalments already paid in advance by the User.
12.4. The User has at all times the right to terminate its Subscription with due observance of a notice period of one month.

ARTICLE 13: COMPLAINTS

13.1. Any complaints with respect to the Application, the Services or otherwise arising from the contract with Chiff, must be notified to Chiff in writing, together with a detailed account of the complaint, within two (2) months after the relevant fact to which the complaint relates has occurred, such at the risk of forfeiting all rights.
13.2. Lodging a complaint does not release the User from their obligations under the contract, nor does the User have the right to suspend their obligations.
13.3. Chiff must be enabled to investigate the complaint. In the event of unjustified complaints, Chiff has the right to charge all reasonable costs of the investigation to User.
13.4. It is preferable to go through the present complaint procedure before submitting a dispute to the competent court.

ARTICLE 14: PRIVACY

14.1. All data that Chiff asks the User to provide are collected, used, stored and deleted in accordance with the General Data Protection Regulation (GDPR) as well as other applicable laws and/or regulations. Please refer to our Privacy Policy for more information.
14.2. It is possible that Chiff is legally obliged to submit personal data to competent government bodies, police or investigative authorities.

ARTICLE 15: APPLICABLE LAW

15.1. All contracts or, as the case may be, legal relationships between Chiff and the User are governed by Dutch law.
15.2. All disputes between Chiff and the User will be settled by the District Court of The Hague.