Terms of Use

These terms of use were last updated on January 6, 2025.

The service “software” is offered to you via the Internet as Software-as-a-Service by the company Clinicly. The use of Clinicly software is subject to the following terms and conditions. By using the Clinicly software, you agree to them. Deviations from these conditions are only binding if accepted by Clinicly in writing.

Article 1. Using our Services

1.1. The Clinicly software allows you to provide digital support to your front desk staff.
1.2. In order to use the Clinicly software, you must first become a client through the registration on our website: www.clinicly.nl. After the registration is completed and our team has delivered the software through web chat delivery or WhatsApp integration, you can use the service.
1.3. Through the Clinicly software, your business data will be processed. You consent to all forms of processing that fall within the scope of the service. Please refer to our privacy policy for more information.

Article 2. Rules of Use

2.1. It is prohibited to use Clinicly software for actions that violate Dutch or other applicable laws and regulations. This includes, among other things, storing or distributing information through the service that is defamatory, libelous, or racist.
2.2. If Clinicly determines that you are violating the above conditions, or receives a complaint about this, Clinicly may intervene to terminate the agreement.
2.3. If, in Clinicly's judgment, there arises any hindrance, damage, or other danger to the functioning of Clinicly's or third parties' computer systems or network and/or to the provision of services via the internet, particularly due to excessive sending of email or other data, leaking of personal data, or activities of viruses, Trojans, and similar software, Clinicly is entitled to take any measures it reasonably deems necessary to avert or prevent this danger.
2.4. Clinicly is at all times entitled to report any observed criminal offenses. Furthermore, Clinicly is entitled to provide your name, address, IP address, and other identifying information to a third party who complains that you are infringing upon their rights or these terms of use, provided that the validity of that complaint is reasonably plausible, there is no other way to obtain this information, and the third party has a clear interest in receiving the data.
2.5. Clinicly can recover damages resulting from violations of these rules of conduct from you. You indemnify Clinicly against all third-party claims relating to damage resulting from a violation of these rules of use.

Article 3. Availability and Maintenance

3.1. Clinicly makes no representations regarding the availability of the service.
3.2. Clinicly actively maintains Clinicly software. Maintenance can take place at any time, even if this may lead to limited availability. Maintenance will be announced in advance when possible.
3.3. Clinicly may adjust the functionality of Clinicly software from time to time. While your feedback and suggestions are welcome, Clinicly ultimately decides which adjustments it will or will not implement.

Article 4. Intellectual Property

4.1. The Clinicly software, associated software, and all information and images on the website are the intellectual property of Clinicly. These may not be copied or used in any way without separate written permission from Clinicly, except in cases where this is legally permitted.
4.2. Information that you store or process via the service is and remains your property. Clinicly has a limited right of use to utilize this information for the service, including for future aspects thereof. You can revoke this right of use by deleting the relevant information and/or terminating the agreement.
4.3. You are responsible for the information, documents, and images that you store and process via the service. This data may be protected by someone else's intellectual property rights. Only store or distribute information, documents, and images through our service if you have the right to do so.
4.4. If you send information to Clinicly, for example feedback about an error or a suggestion for improvement, you grant them an unlimited and perpetual right to use this information for the service. This does not apply to information that you explicitly mark as confidential.
4.5. Clinicly may access data that you store and/or distribute via Clinicly software, for example because this is necessary for proper service provision, you want to receive technical support, or Clinicly is obligated to do so under a legal provision or court order. Clinicly is not responsible for the data that you store and/or distribute.
4.6. If you want to use WhatsApp for the use of our software, we provide assistance with this integration process. This involves creating a Facebook account, Meta Developer Account, and WhatsApp Business account in your name. If you have us perform this integration, you have agreed to the relevant terms and conditions and you bear these responsibilities yourself.

Terms and conditions for creating a Facebook account:
Facebook Terms of Service
Facebook Privacy Policy
Facebook Cookie Policy
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Terms and conditions for creating a Meta Developer account:
Meta Platform Terms
Meta Developer Policies
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Terms and conditions for creating a WhatsApp Business account:
Meta Terms for WhatsApp Business
Meta Hosting Terms for Cloud API
WhatsApp Business Messaging Policy
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Payment terms Meta:
Meta Payment Terms

Terms costs for WhatsApp Business:
WhatsApp Business Pricing‍

Article 5. Service Fee

5.1. A fee is required for the use of Clinicly software as further specified on the website.
5.2. Payment can be made via online payment (only direct debit is used for this).
5.3. If you as a customer reach the monthly message limit of your chosen package, the Clinicly software automatically stops working. You then have the choice to either purchase additional messages/conversations during the period, upgrade to a more extensive package to regain access to all functionalities, or wait until the next month begins. With a new package choice, new connection costs apply.
5.4. Connection costs are equal to the cost of the chosen monthly package. If a custom package is chosen, connection costs will be determined based on the customer's requirements. These costs will always be presented in advance by an offer.
5.5. Payment of connection costs takes place immediately upon ordering the chosen package via the website. The start of the automatic direct debit for the monthly package takes place after complete integration of the software with the customer.
5.6. All prices mentioned on the website are excluding VAT.

Article 6. Liability

6.1. Except in cases of intentional misconduct or gross negligence, Clinicly's liability is limited to the amount you have paid for a Clinicly package and used in the three months preceding the occurrence of the damaging event.
6.2. Clinicly is explicitly not liable for indirect damage, consequential damage, lost profits, missed savings, and damage due to business interruption. Clinicly explicitly emphasizes that the software cannot be used as a replacement for front desk staff or any other staff of your company. Additionally, Clinicly is not liable for the output of the software and therefore the advice that the software provides. Clinicly software should only be used as a supplement to your business to support your staff.
6.3. A condition for the creation of any right to compensation is that you report the damage to Clinicly in writing no later than two months after discovery.
6.4. In case of force majeure, Clinicly is never obligated to compensate for any damage incurred by you. Force majeure includes, but is not limited to, disruptions or failures of the internet, telecommunications infrastructure, power outages, domestic unrest, mobilization, war, transport obstacles, strikes, lockouts, business disruptions, stagnation in supply, fire, and flooding.

Article 7. Duration and Termination

7.1. The purchase of a Clinicly package is immediately effective and continues for a minimum period of 1 year, depending on the chosen package.
7.2. If there is an interim package change due to the circumstances described in Article 5, paragraph 3, no new minimum period applies. The original minimum period of the initial package purchase remains valid.
7.3. A downgrade of the package is only possible after the expiration of the minimum period mentioned in Article 7, paragraph 1.
7.4. After this period, the agreement is tacitly renewed for the same period each time. If you, as a customer, enter into the agreement, you may terminate the agreement at any time after tacit renewal with a notice period of one month, calculated from the moment of termination.
7.5. Clinicly reserves the right to increase the price annually by the CPI (Consumer Price Index) after the minimum period of 1 year following the purchase of a Clinicly package.
7.6 If a custom product needs to be developed for the customer, an offer for the connection fee will be provided in advance. Once the connection fee has been paid, development of the product will begin. If the customer is not satisfied with the final result and decides not to proceed with the purchase of the annual subscription, the customer is not entitled to a refund of the connection fee.

Article 8. Changes to Terms and Conditions
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8.1. Clinicly may modify these terms and conditions as well as the prices at any time.
8.2. Clinicly will announce the changes or additions in advance or upon their effective date so that you can take note of them.
8.3. If you do not wish to accept a change or addition, you may terminate the agreement within 30 days of the effective date. Continued use of the service beyond 30 days after the effective date will be considered acceptance of the modified or supplemented terms and conditions.

Article 9. Miscellaneous Provisions

9.1. This agreement is governed by Dutch law.
9.2. To the extent not otherwise prescribed by mandatory law, all disputes related to Clinicly's software shall be submitted to the competent Dutch court in the district where Clinicly is located.
9.3. If a provision in these terms of use requires a communication to be made "in writing," this requirement is also satisfied if the communication is made by email, provided it is sufficiently established that the message genuinely originates from the purported sender and that the integrity of the message has not been compromised.
9.4. The version of communication or information as stored by Clinicly is deemed to be accurate, unless you provide proof to the contrary.
9.5. If a provision in these terms of use is found to be invalid, this shall not affect the validity of the entire terms of use. In such a case, the parties shall establish new provision(s) to replace the invalid one(s), reflecting the original intent of the provision as closely as legally possible.
9.6. Clinicly is entitled to transfer its rights and obligations under the agreement to a third party that takes over Clinicly's software or the relevant business activities.

Appendix 1: Processing of Personal Data

‍If Clinicly processes personal data on your behalf, for example, because your end users submit personal data through the Clinicly software to schedule an intake with your company, the following terms apply in addition to the general terms and conditions.

Article 1. General

‍1.1. The terms defined in this annex under the General Data Protection Regulation (hereinafter: “GDPR”) have the meanings assigned to them in the GDPR.
1.2. When processing personal data, you may be regarded as the data controller, or, if you process personal data on behalf of a third party, as a data processor. Clinicly acts (depending on the capacity in which you process the personal data) as a processor or sub-processor.

Article 2. Purposes of Processing

2.1. Clinicly commits to processing personal data on your behalf under the terms of use. Processing will take place solely within the context of using the Clinicly software, as well as for purposes reasonably related to it or determined with further consent.
2.2. Clinicly will not process personal data for any purpose other than as determined by you. Clinicly will inform you of the processing purposes insofar as they are not already mentioned in this annex. The addendum to this annex specifies the categories of data subjects and personal data involved.
2.3. Clinicly does not have control over the purpose and means of processing personal data. Clinicly does not make decisions regarding the collection and use of personal data, the disclosure to third parties, or the duration of personal data storage.

Article 3. Obligations of Clinicly

3.1. With regard to the processing activities mentioned in Article 2, Clinicly will ensure compliance with the requirements for processing personal data as stipulated by the GDPR.
3.2. Clinicly will process personal data and other information provided by or on behalf of you.
3.3. Upon request and within a reasonable timeframe, Clinicly will inform you about the measures it has taken concerning its obligations under this annex.
3.4. The obligations of Clinicly under this annex also apply to those processing personal data under Clinicly's authority.
3.5. Clinicly will inform you if it believes that any of your instructions conflict with relevant privacy laws and regulations.
3.6. Clinicly will provide the necessary cooperation if a data protection impact assessment or prior consultation with the supervisory authority is required in the context of the processing.

Article 4. Transfer of Personal Data

4.1. Clinicly may process personal data in countries both within and outside the European Union, in compliance with relevant laws and regulations.
4.2. Upon your request, Clinicly will inform you of the specific country or countries involved.

Article 5. Division of Responsibility

5.1. Both parties will ensure compliance with applicable privacy laws and regulations.
5.2. The permitted processing activities will be carried out by Clinicly within a (semi-)automated environment.
5.3. Clinicly is only responsible for processing personal data under this annex, in accordance with your instructions and under your explicit (final) responsibility. Clinicly is not responsible for any other personal data processing activities, including but not limited to the collection of personal data by you, processing for purposes not communicated to Clinicly, processing by third parties, and/or processing for other purposes. Responsibility for these processing activities rests solely with you.
5.4. You guarantee that the content, use, and instructions for the processing of personal data, as referred to in this annex, are lawful and do not infringe upon any third-party rights.

Article 6. Engagement of Third Parties or Subcontractors

6.1. You hereby grant Clinicly permission to engage third parties (sub-processors) for the processing of personal data.
6.2. Upon your request, Clinicly will inform you as soon as possible about the sub-processors it has engaged. You have the right to object to the engagement of a sub-processor. Such objections must be submitted in writing, within two weeks, and supported by arguments.
6.3. Clinicly will unconditionally ensure that these third parties assume the same obligations in writing as those agreed upon between you and Clinicly. Clinicly guarantees proper compliance with these obligations by these third parties.

Article 7. Security

‍7.1. Clinicly will make efforts to implement appropriate technical and organizational measures for the processing of personal data, to protect against loss or any form of unlawful processing (such as unauthorized access, damage, alteration, or disclosure of personal data).
7.2. Clinicly does not guarantee that security will be effective under all circumstances. Clinicly will strive to maintain security at a level that, considering the state of technology, the sensitivity of the personal data, and the costs associated with implementing security measures, is not unreasonable.
7.3. You will only provide personal data for processing by Clinicly if you are assured that the required security measures have been taken. You are responsible for complying with the measures agreed upon between us.

Article 8. Notification Obligation

8.1. In the event of a security breach and/or data breach (meaning a breach of security that accidentally or unlawfully results in the destruction, loss, alteration, unauthorized disclosure of, or access to transmitted, stored, or otherwise processed data), Clinicly will make every effort to inform you as soon as possible. You will then assess whether to notify the supervisory authorities and/or the data subjects. Clinicly will strive to ensure that the information provided is complete, correct, and accurate.
8.2. If required by laws and/or regulations, Clinicly will cooperate in informing the relevant authorities and any affected parties. You are responsible for reporting the breach to the relevant authorities.
8.3. The notification obligation at a minimum includes reporting the following:
The fact that a breach has occurred
The (suspected) cause of the breach
The (currently known and/or expected) consequences
The (proposed) solution
The measures already taken
Contact information for follow-up
Who has been informed (such as the data subject, you, or the supervisory authority)

Article 9. Handling Data Subject Requests

‍9.1. In the event that a data subject submits a request concerning their personal data to Clinicly, Clinicly will forward the request to you and inform the data subject accordingly. You will handle the request independently. If it becomes evident that you require Clinicly's assistance in fulfilling the data subject's request, Clinicly will cooperate and may charge associated costs.

Article 10. Confidentiality

10.1. All personal data that Clinicly receives from you and/or collects itself under this annex is subject to a duty of confidentiality towards third parties. Clinicly will not use this information for any purpose other than that for which it was obtained, unless it has been anonymized and can no longer be traced back to data subjects.
10.2. This duty of confidentiality does not apply in the following cases:If you have given explicit consent to disclose the information to third parties; or if there is a legal obligation to provide the information to a third party.

Article 11. Audit

‍11.1. You have the right to have audits conducted by an independent ICT expert who is bound by confidentiality, to verify compliance with all points in this annex.
11.2. The audit will only take place after you have requested and reviewed similar audit reports available at Clinicly and provided reasonable arguments justifying the need for an audit initiated by you. An audit is justified when the similar audit reports at Clinicly do not provide sufficient clarity regarding Clinicly's compliance with this annex. The audit initiated by you will take place once per year, two weeks after prior notification by you.
11.3. Clinicly will cooperate with the audit and make all reasonably relevant information for the audit available, including supporting data such as system logs and employees, as soon as possible and within a reasonable timeframe, with a maximum period of two weeks being considered reasonable unless an urgent interest prevents this.
11.4. The findings from the audit will be evaluated by both parties in mutual consultation, and based on this, will either be implemented by one or both parties.
11.5. The reasonable costs for the audit will be borne by you, with the understanding that the costs for the ICT expert will always be borne by you.

Article 12. Duration and Termination
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12.1. This annex is entered into for the duration of the collaboration, starting from the moment you have an agreement with Clinicly for a software package.
12.2. This annex cannot be terminated prematurely.
12.3. Both parties may only amend this annex with mutual consent.
12.4. After the termination of the agreement, Clinicly will immediately destroy the personal data received from you, unless otherwise agreed upon by both parties.