Prowise Conditions of Use

Prowise B.V., and its related companies, having its registered office in Budel and being registered with the Chamber of Commerce under number: 52893766 (hereinafter referred to as: Prowise), offers you various services, including: Presenter, ProConnect, Community Prowise Central and our Touch Table tools. Insofar as no statutory rule stands in the way of that, the conditions below apply to the use of the Prowise services.

Derogations from or additions to these Conditions of Use are only binding if Prowise has accepted these in writing.

Services

1. The services of Prowise enable you to – among other things – generate, amend, download and share educational material.
2. The services are provided through various channels. You can use the online services after you have created an account. Prowise Central is pre-installed on our devices and you yourself have the option of downloading our Touch Table tools.
3. In these Conditions of Use, the various services are referred to using the general term ‘services’. Any derogating provisions are stated separately.

Account

1. In order to make use of the various online Prowise services, you must first register on the Prowise website.
2. Upon completion of your registration, Prowise will automatically generate and activate an account. You will then be able to log into your account immediately to use the online Prowise services.
3. You are required to block unauthorised access to your account by means of a user name and password. The password in particular must be kept secret. Prowise may assume that everything that takes place through your account following a login using your user name and password is carried out under your direction and supervision. This means that you are liable for all these actions, unless unauthorised persons have gained access to your login details and you have informed Prowise that another person knows your login details.
4. Accounts are personal and non-transferable.
5. The Prowise services process your personal data. Please consult the Prowise privacy and cookie statement for more information.
6. Users under 12 years of age must obtain permission from their parents/carers before creating an account. Without their permission, these users are not permitted to use the services and Prowise reserves the right to delete account.

Rules of use

1. You are forbidden to use the Prowise services for activities that conflict with national or international applicable laws and regulations. In addition, you are forbidden from using the Prowise services in a way that can cause losses or nuisance. This includes, expressly without limitation:
   a. storing or spreading information that is defamatory, libellous or racist;
   b. sending unsolicited messages (spam) or advertising in another manner;
   c. using programs that may reasonably be expected to hinder the operation of the Prowise services or third-party services;
   d. infringing on any intellectual property rights of Prowise or third parties;
   e. spreading pornographic material, or making it public, which does not include material containing functional nudity (for example for educational purposes);
   f. spreading information that damages Prowise’s reputation or good name;
   g. computerised use of, consultation of or access to services and/or the Prowise website, for example by means of scripts, spiders and/or bots.
2. If Prowise finds that you have violated one of the above conditions, or receives a complaint about that, Prowise may take measures to end the violation. Violation of paragraph 2.1 will in any case result in your account being closed and removed, without any restitution of subscription fees.
3. If, at Prowise’s discretion, the operation of the Prowise’s computer systems or network, third-party networks and/or service provision via the internet is hindered or at risk, in particular as a result of excessive amounts of email or other data being sent, leaked personal data or virus activity, Trojan horses and similar software, Prowise is authorised to take any reasonable measures it deems necessary to avert or prevent such risk.
4. Prowise is entitled at all times to report any criminal acts discovered.
5. Prowise will under no circumstances be liable for any loss of any kind that you suffer as a result of the closure of its services or the removal of information in connection with a violation of the Conditions of Use.
6. Prowise may recover from you any losses or damage suffered as a result of violation of these rules of conduct. You indemnify Prowise against all third-party claims in connection with the information you have posted or the other data traffic you generate.
7. You are personally responsible for any online business transactions using the Prowise services, including – without limitation – generating and sharing educational material.

Installation and use of Touch Table tools

1. All parts of the Prowise services, including the software and any information and images displayed on the1. Touch Table tools are available on and can be downloaded from the Prowise website.
2. You are responsible for installing, configuring and using these tools in the correct manner.
3. Prowise cannot guarantee that these tools will function faultlessly on any device, but endeavours to make detailed documentation available on its website stating the minimum system requirements.
4. You are not permitted to:
   a. reverse engineer the source code of the Touch Table tool or to decompile the Touch Table tool, except where this is legally permitted;
   b. provide a copy of the Touch Table tool to third parties;
   c. sublicense or make the Touch Table tool available to third parties by means of rental, Software-as-a-Service constructions or otherwise;
   d. make changes to the Touch Table tool, except where this is legally permitted; e. delete or render unreadable designations of the creator as the owner of the Touch Table tool or parts of the tool.
5. The Touch Table tools can be downloaded free of charge. However, you require a Prowise Presenter Pro account to use them. After purchasing an account, the Touch Table tools can be used free of charge.

Installation and use of Prowise Central

1. Prowise will install Prowise Central on the touchscreens to ensure that they function optimally. These Conditions of Use apply to the use of Prowise Central.
2. You are not permitted to:
   a. reverse engineer the source code of Prowise Central or to decompile Prowise Central except where this is legally permitted;
   b. provide a copy of Prowise Central to third parties;
   c. sublicense or make Prowise Central available to third parties by means of rental, Software-as-a-Service constructions or otherwise;
   d. make changes to Prowise Central except where this is legally permitted;
   e. delete or render unreadable designations of the creator as the owner of Prowise Central or parts of it.

Updates and upgrades for Touch Table tools and Prowise Central

1. From time to time, Prowise will issue updates that can rectify errors or improve the operation of the Touch Table tools and Prowise Central.
2. The available updates for the Touch Table tools and Prowise Central will be announced on the website. It is your responsibility to monitor these notifications.
3. No liability will be accepted for any damage or losses arising from failure to install updates. Moreover, in the event of failure to install updates, the services may not function properly.
4. An update may impose conditions that derogate from the provisions in these Conditions of Use. You will always be notified in advance of these conditions, which means that you will have an opportunity to refuse the update. By installing such an update, you agree to these derogating conditions.

Availability, maintenance and service

1. Prowise will make every effort to ensure, but cannot guarantee, that its services will be fully available at all times.
2. Prowise has the right to take the Services it offers or parts thereof temporarily out of operation for the purpose of maintenance (planned or unplanned), adjustment, improvement or deletion. To the extent possible, Prowise will endeavour to only put the Services or parts thereof out of operation outside of office hours and working days. In addition, Prowise will make every effort to inform you of when the Services or parts thereof are going to be put out of operation.
3. Prowise will under no circumstances be liable for any loss you suffer as a result of the Services or parts thereof being put out of operation for maintenance, adjustment or improvement.
4. In the event that an adjustment should result in a significant change in the functionality, Prowise will endeavour to inform you of this.
5. Questions, failures or other notices must be communicated to the Prowise customer service via the website, by email or by telephone.

Prowise intellectual property

1. All parts of the Prowise services, including the software and any information and images displayed on the website and/or incorporated into the software, are the intellectual property of Prowise and its licensors. Except in those cases in which it is legally permitted, these may not be copied or used without the separate written permission of Prowise.
2. For the duration of your subscription, you will have the right to use the Prowise services, including the content Prowise offers you by means of those services, and the information generated using those services (such as educational material) for informative and educational purposes. After cancellation of your subscription, it is no longer possible to access the content you have generated, unless you have exported it. You may only use this information with due observance of Prowise’s rights in respect of that information. However, the information generated by you will remain available to other users of the services through which you have shared the information.
3. For Prowise Central, you will receive a non-exclusive licence for non-commercial use in perpetuity subject to these Conditions of Use.
4. Prowise Central and the Touch Table tools contain copy-protection.

Your intellectual property

1. It is possible to export the information generated by you during the term of your subscription.
2. All rights to information that was specifically created by you (such as specific texts or images) and that you store or share via the Prowise services, belong and will continue to belong to you (or your suppliers).
3. Prowise has a restricted right of use to use this information for the benefit of its services.
4. You may revoke the right of use by deleting the relevant information and/or terminating the contract, with the exception of the information that you have expressly shared.
5. If you send information to Prowise, such as feedback on an error or a suggestion for improvement, you provide it an unlimited, perpetual right to use this information for the benefit of its services.
6. The Prowise services enable you to search usable content, such as images, on the internet. You must ensure that you have the right to use such content. You indemnify Prowise against any third-party claims arising from an infringement of the rights of these third parties.

Right of withdrawal

1. This article solely applies to users who are deemed to be consumers who are not acting in a professional or commercial capacity.
2. You have the right to cancel the subscription to Prowise Presenter Pro, as referred to in Article 11, or your paid use of the Touch Table tools, as referred to in Article 4 Installation and use of Touch Table tools, within fourteen days of taking it out.
3. Following cancellation of the subscription as referred to in the preceding sentence you are obliged to pay Prowise a fee for any use of the subscription until its cancellation.

Subscription

1. The minimum term of the subscription for Prowise Presenter Pro is one year.
2. Upon expiry of this term, the subscription will be automatically renewed. If you are acting as a consumer, you can terminate the contract at any time after this renewal, subject to a notice period of one month.
3. Prowise can adjust the fee referred to in this article each year. If you are acting as a consumer, you will have the right to cancel the subscription immediately after Prowise increases the fee.

Payment

1. You can use the services you have selected upon payment of the fee stated on the website.
2. You must pay the fee within 30 days of the invoice date. In the event of late payment, you are in default immediately, after which Prowise will send you a notice of default stating that, in the event of late payment, in addition to the amount owed at such time, you will owe a default interest of 1% a month from the moment you are in default, as well as the extrajudicial expenses to the amount of at least 15% of the debt, to a minimum of EUR 100.00.
3. If you are acting as a consumer and do not pay within the term referred to in paragraph 3, Prowise will inform you of the late payment and allow you an additional term of fourteen days to comply with your payment obligations after all. If you do not pay within the above 14-day term as referred to in this paragraph, you will owe the statutory interest on consumer transactions and the extrajudicial expenses as referred to in the BIK graduated scale, with a minimum of EUR 40.00, calculated on the basis of the amount owed.
4. If, after receiving a payment reminder, you fail to pay invoices within the term set, Prowise will send you an additional notice of default, after which you must pay the invoice, including the statutory interest and the compensation for extrajudicial expenses, within five working days.
5. If, after receiving the notice of default as referred to in paragraph 3 and 5, you continue to fail to pay the amount owed, Prowise may pass on the debt for collection, in which case, in addition to the amount owed, including the statutory interest or contractual interest and the extrajudicial costs, you will also be obliged to pay all the legal costs.
6. From the moment Prowise can claim statutory interest from you, Prowise will also be authorised to deny you access or restrict your access to the Prowise services.

Liability

1. This article solely applies to users who are not deemed to be consumers.
2. Prowise is only liable to the Client in the event of an attributable breach of the contract and solely for alternative compensation, in other words: payment of the value of the shortfall in performance.
3. Any liability on the part of Prowise for any other form of damage or loss is excluded.
4. The maximum amount that can be paid in the event of liability pursuant to the previous articles equates to the amounts invoiced for the 12 months preceding the month in which the fact causing the damage or loss occurred, subject to a maximum of the amount that will be paid by our insurance in this regard. This maximum amount will lapse if and to the extent that the damage or loss is a consequence of intent or wilful recklessness on the part of Prowise.
5. Prowise’s liability due to an attributable failure to perform the contract only arises if you give Prowise immediate and proper notice of default in writing, setting a reasonable period in which to remedy the breach, and Prowise continues to attributably fail to perform its obligations even after that period. The notice of default must contain the most detailed description possible of the failure to perform the contract to enable Prowise to provide an adequate response. As a result of the lapse of 24 months after the claim for damages/compensation has arisen, your claim against Prowise will lapse.
6. In the event of force majeure, which in any case is taken to include disruptions or outages of the Internet, the telecommunications infrastructure, power failure, civil commotion, mobilisation, war, gridlock traffic, strikes, lockout, business interruptions, a delay in supplies, fire, floods, import and export barriers, and in the event that Prowise is not in a position to deliver through its own suppliers, regardless of the reason, due to which performance of the contract by Prowise cannot reasonably be expected, performance of the contract will either be suspended or the contract will be terminated if the force majeure situation exceeds 90 days, all without any obligation to pay compensation.

Duration and cancellation

1. By using the services, you conclude a contract with Prowise.
2. The contract you conclude with us by using our services remains in force for an indefinite period of time, unless provided for otherwise in these Conditions of Use.

Amendment of the conditions

1. Insofar as this is legally permitted, Prowise may amend these conditions.
2. Prowise will announce any changes or additions at least thirty days before these take effect by means of its website or after login, in order to notify you thereof.
3. If you do not wish to accept a change or addition, you may cancel the contract until the date it takes effect. Use of the Prowise services after the effective date will be regarded as acceptance of the amended or additional conditions.

Other provisions

1. These Conditions of Use are governed by Dutch law.
2. To the extent that the rules of mandatory law do not prescribe otherwise, any disputes in connection with Prowise will be referred for adjudication to the competent court in the Netherlands in the district in which Prowise has its offices.
3. Prowise is entitled to transfer its rights and obligations under the contract, as well as the personal data processed by it to a third party taking over Prowise or the relevant business activity from Prowise.
4. If any provision in these Conditions of Use is found to be void, this will not affect the validity of the conditions as a whole. In such case, the parties will replace that provision by one or more new provisions reflecting the purport of the original provision as far as is possible under the law.