Article 1 General provisions

1.1 These general conditions, hereafter referred to as the General Conditions, apply to all legal relationships including agreements, subscriptions and all pre-contractual situations between CC Proof B.V., hereafter: ‘CC Proof’, and any third party that uses CC Proof’s platform and uses one or more of CC Proof B.V.’s forms of subscription.

1.2 Changes and additions to any provision in the General Conditions, or in any subscription (‘the subscription’) to which they have been declared to apply respectively, are only valid if CC Proof has accepted them explicitly and in writing. Changes and additions only apply to the subscription(s) concerned.

1.3 If any provision of the General Conditions or of the subscription is not valid, the other stipulations in the General Conditions or the subscription respectively remain in effect for the rest. The non-valid provision concerned will be replaced by another valid provision that will approach the consequences intended by the non-valid provision as closely as possible.

Article 2 Effectuation of the subscription

2.1 The subscription between CC Proof and the subscriber comes into effect at the time when the subscriber registers as a subscriber through CC Proof’s website by concluding a desired form of subscription as mentioned in 3.1 and CC Proof accepts that subscription by means of an email confirmation to the new subscriber.

2.2 All subscriptions and/or operations entered into or carried out respectively as a result of, thereby or in addition to the provisions of 2.1, are deemed to be a fulfilment of the subscription.

2.3 In the case of subscriptions, offers and promises respectively from CC Proof that have not been confirmed by CC Proof in writing, the explanation of the content and purport of the subscription shall, unless the contrary is proved by the subscriber, only be given by CC Proof. If and in so far as the subscriber wishes to derive rights from the order, the subscription must be confirmed by email.

2.4 CC Proof reserves the right to refuse subscriptions without stating the reasons.

Article 3 Subscriptions and Charges

3.1 The subscriptions that the subscriber can conclude with CC Proof are divided into:

a. the CC Proof subscription: the forms of subscription that relate to the electronic deposition and storage of files by means of CC Proof’s system by subscribers, hereafter: ‘the CC Proof subscriber’.

b. the SKYBOX subscription: the forms of subscription that relate to obtaining access to and inspecting the files deposited electronically by CC Proof subscribers, and which files have been explicitly designated by the CC Proof subscriber as accessible for the subscriber of the SKYBOX subscription, hereafter: ‘SKYBOX file’ and ‘SKYBOX subscriber’ respectively.

c. the Parking subscription: the forms of subscription that relate to solely storing and parking in the database of the files already deposited electronically for each CC Proof subscription concluded. The subscriber of a Parking subscription is regarded as equivalent to the CC Proof subscriber in these General Conditions, unless explicitly otherwise stated.

d. the CC Proof Incidental Registration: is the one-off electronic deposition of a single file in CC Proof’s database, whereby this file deposited once electronically is stored in CC Proof’s database for the period of one year.

3.2 The charges for the forms of subscription mentioned in 3.1 are fixed charges exclusive of VAT, or in accordance with the amounts specifically offered for those forms by CC Proof. The applicable charges are the charges that are stated in the most recent price lists or prices confirmed to the subscriber by CC Proof.

3.3 a. A subscription as mentioned in 3.1 under a. to c. is concluded for the period of one year and without timely written notice of cancellation is extended automatically for the period of a year. In the event that a customer does not wish to extend a subscription concluded in 3.1 under a. to c., the files deposited electronically under the cancelled subscription will be deleted from the database immediately.

b. A file deposited electronically by means of the CC Proof Incidental Registration as mentioned in 3.1 under d. will be stored for the period of one year. After the expiry of that year, the file concerned will be deleted from CC Proof’s database immediately. In the event that a customer wishes to store the CC Proof Incidental Registration file in CC Proof’s database after that year has expired, they can conclude a Parking subscription.

3.4 If the prices and/or rates of factors that determine the price such as fees, wages and insurance rates undergo an increase, for any reason whatsoever, CC Proof is entitled to increase the charges accordingly and to pass on the increase to the subscriber.

Article 4 Payment

4.1 Unless explicitly otherwise agreed in writing, the payments for all forms of subscription must be made to CC Proof within 14 days of the invoice date. The payment must be made without any discount, deduction or settlement. Subscribers do not have the right to suspend their payment obligations.

4.2 Each bill or claim is regarded as a separate claim by CC Proof against the subscriber.

4.3 The subscriber remains liable at all times for payment of the outstanding bill.

4.4 If the subscriber does not pay within the period stipulated in article 4.1, the subscriber is in default by the mere lapse of that period, without further notice of default being required. If payment is not received (in time) by CC Proof, CC Proof reserves the right to delete the file or files already deposited electronically by the subscriber under the subscription concerned for which the payment is owed from the CC Proof database immediately, and still to collect the amount owed.

Article 5 Activities/guarantee

5.1 CC Proof guarantees that it will carry out the agreed activities as described and included in the form of subscription chosen by the subscriber to the best of its ability.

5.2 The subscriber explicitly agrees to the following:

a. In the event that the SKYBOX subscriber and CC Proof subscriber, including other subscribers, have reached an agreement in respect of a SKYBOX file for the sale or transfer or licensing of the idea contained in the SKYBOX file. If a payment in any form whatsoever has been agreed in this agreement between the SKYBOX subscriber and CC Proof subscriber, including other subscribers, the subscriber agrees that CC Proof shall receive 10% of the total agreed payment.

b. Notwithstanding the foregoing, our services are only accessible to minors if they have obtained permission for this from their legal representative or if it concerns a legal act which it is regarded as generally acceptable for a particular minor of that age to carry out independently.

Article 6 Liability

6.1 CC Proof does not accept responsibility for:

a. the correctness and/or completeness of the data provided to CC Proof by or on behalf of the subscriber or the content of the files deposited electronically by the subscriber and accepts absolutely no liability for these or for their consequences. The provision of incorrect and/or incomplete data by or on behalf of the subscriber, even in the event that this is provided in good faith, gives CC Proof the right to apply article 8; termination.

b. content of the electronically deposited file or of the SKYBOX file that is in conflict with the law, and/or good morality, and/or public order, or that must be regarded as illicit and/or improper according to generally accepted standards. The aforementioned cases, even in the case of good faith on the subscriber’s part, gives CC Proof the right to apply article 8; termination, and/or to no longer make the SKYBOX file available to SKYBOX subscribers and solely store it inaccessibly in the CC Proof Database.

6.2 The subscriber will indemnify CC Proof in respect of claims by third parties for damage related to or arising from the subscription or any electronic deposit or other action carried out by the subscriber in accordance with the subscription.

6.3 By virtue of the nature of CC Proof’s activities CC Proof is not liable for any damage that arises from its activities except in the case of intention or gross negligence.

6.4 CC Proof is not liable for damage of any nature whatsoever caused by the actions or omissions of staff employed by CC Proof or other persons whose services CC Proof uses, including advice given by those persons, except in the case of intention and/or gross negligence on CC Proof’s part.

6.5 In accordance with articles 6.1 to 6.4, CC Proof, as the intermediary in the contacts between the SKYBOX subscriber and the CC Proof subscriber, is not liable for damage of any ature whatsoever caused to the CC Proof subscriber by the SKYBOX subscriber’s actions, and vice versa. CC Proof acts solely as an intermediary in this capacity and cannot be held liable for any damage that arises from the contacts between the SKYBOX subscriber and the CC Proof subscriber.

6.6 Notwithstanding the provisions of the General Conditions, the total liability that could nevertheless possibly arise for CC Proof is limited in all cases to a maximum of the amount of the cover provided by the professional and business liability insurance concluded by CC Proof in the matter.

6.7 The burden of proof with regard to any alleged liability on CC Proof’s part rests with the subscriber. The subscriber accepts this burden of proof.

Article 7 Force majeure

7.1 In the case of force majeure CC Proof is entitled, without judicial intervention, either to suspend the fulfilment of the subscription for as long as the circumstance producing the force majeure persists, or to terminate the subscription wholly or partially, without being liable for any compensation or penalty. In the case of suspension CC Proof will still be entitled to terminate the subscription wholly or partially.

7.2 Force majeure includes all circumstances as a result of which CC Proof is temporarily or permanently unable to fulfil its obligations, such as not possessing adequate details about or the provision of incorrect details by the subscriber or the lack of sufficient cooperation by the subscriber, as well as fire, floods, strikes, civil commotions, transport holdups, mobilisation, war, computer faults and faults in postal and telecommunication activities, failure by public utility companies to deliver facilities and further all circumstances under which CC Proof cannot reasonably be required to fulfil its obligations in respect of its subscriber.

7.3 CC Proof is entitled at all times to demand payment for the activities or expenses that were carried out or incurred in execution of the subscription concerned before the circumstances causing the force majeure were present.

Article 8 Termination/suspension/compensation

8.1 If the subscriber:

a. files for its own bankruptcy, is declared bankrupt, assigns its estate, submits a request for suspension of payment; or

b. proceeds to cessation or liquidation of its business or a significant part of it, or if a decision to do this is made; or

c. fails to fulfil any obligations towards CC Proof arising from the law or contractual conditions, or does not fulfil them properly or in time; the subscriber is deemed to be in default by operation of law and any (remaining) debt to CC Proof will be immediately due and payable.

8.2 In the cases mentioned in paragraph 1 CC Proof is entitled, without any obligation to provide compensation and without prejudice to its other rights, such as rights in respect of penalties already due, interest and the right to compensation, and without notice of default or legal intervention being required for the purpose:

a. to terminate the subscription wholly or partially by giving written notice to the subscriber to that effect, and/or

b. to demand immediate payment in full of any amount owed by the subscriber to CC Proof, and/or

c. to delete the files linked to the subscription concerned and already deposited electronically from the CC Proof database immediately, and/or

d. before fulfilling the subscription further, to obtain security from the subscriber for the timely fulfilment of its payment obligations.

Article 9 Obligation to provide information

The subscriber is obliged to inform CC Proof immediately if the conditions mentioned in article 8 paragraph 1 subparagraphs a and b occur, or in the case of force majeure as a result of which the subscriber cannot fulfil its obligations in respect of CC Proof or cannot supply information about the facts and circumstances that can influence the evaluation of a situation about which CC Proof will provide advice.

Article 10 Applicable law and competent court

10.1 Dutch law applies exclusively to all subscriptions concluded and/or actions carried out between CC Proof and the subscriber.

10.2 Disputes between the parties will solely be submitted to the competent court in Amsterdam for adjudication in the first instance, without prejudice to CC Proof’s right to submit any disputes to the competent court according to the law.