Terms of Service

1. Definitions

• "Platform" means the NDAvia web application, API, and all related services provided by NDAvia B.V.
• "Client" / "You" means the business entity or individual that registers for an NDAvia account.
• "Recipient" means any person who receives a document link shared via NDAvia and is required to sign an NDA to access the document.
• "Document" means any file, content, or material uploaded to the Platform by a Client.
• "NDA" means the non-disclosure agreement or confidentiality terms configured by the Client that Recipients must acknowledge.
• "Audit Trail" means the log of interactions (timestamps, IP addresses, signatures, device data) recorded by the Platform.

2. Acceptance of Terms

By creating an account, accessing, or using NDAvia, you agree to be bound by these Terms of Service and our Privacy Policy. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

If you do not agree to these Terms, you must not use the Platform.

3. Description of Service

NDAvia provides a secure document-sharing platform that requires recipients to acknowledge a non-disclosure agreement before accessing confidential content. The Platform includes:

• Secure document upload and storage.
• Configurable NDA/confidentiality gates.
• White-label branding capabilities.
• Comprehensive audit trails and analytics.
• API access for integration with third-party systems.

4. Account Registration

To use NDAvia, you must register for an account by providing accurate and complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials.
• All activities that occur under your account.
• Notifying us immediately of any unauthorised access at security@ndavia.com.

We reserve the right to suspend or terminate accounts that provide false information or violate these Terms.

5. Subscription & Payments

5.1 Plans & billing

NDAvia offers subscription plans billed monthly or annually. Prices are displayed in Euros (€) and are exclusive of VAT unless stated otherwise. Applicable VAT will be added based on your business location and EU VAT regulations.

5.2 Payment terms

Payments are processed via Stripe. By providing payment information, you authorise us to charge the applicable fees. Invoices are sent electronically and payment is due upon receipt.

5.3 Refunds

Annual subscriptions may be cancelled within 14 days of initial purchase for a full refund, provided the Platform has not been materially used. Monthly subscriptions are non-refundable but can be cancelled at any time to prevent future charges.

5.4 Price changes

We may adjust pricing with at least 30 days' written notice. Existing annual subscriptions will not be affected until renewal.

6. Acceptable Use

You agree not to use NDAvia to:

• Upload or distribute illegal, harmful, defamatory, or infringing content.
• Share content that violates any third party's intellectual property or privacy rights.
• Attempt to circumvent security measures, access controls, or encryption.
• Use the Platform for phishing, social engineering, or deceptive practices.
• Reverse-engineer, decompile, or disassemble any part of the Platform.
• Overload, disrupt, or interfere with the Platform's infrastructure.
• Resell or redistribute access to the Platform without our written consent.

We reserve the right to suspend access immediately if we reasonably believe a violation has occurred.

7. Intellectual Property

All intellectual property rights in the Platform — including software, design, logos, documentation, and trademarks — are owned by NDAvia B.V. or its licensors. These Terms do not grant you any ownership rights.

You are granted a limited, non-exclusive, non-transferable, revocable licence to use the Platform for the duration of your subscription, solely for its intended purpose.

8. User Content & Documents

You retain full ownership of all Documents and content you upload to NDAvia. By uploading, you grant us a limited licence to store, process, transmit, and display your content solely for the purpose of providing the Service.

You represent and warrant that:

• You have all necessary rights and permissions to upload the Documents.
• The Documents do not violate applicable laws or third-party rights.
• You are responsible for the content and accuracy of the NDAs you configure.

NDAvia does not review or approve the content of uploaded Documents or NDAs and is not liable for their legal enforceability.

9. Data Processing

When we process personal data on your behalf (as a data processor), we do so in accordance with our Privacy Policy and, where applicable, a Data Processing Agreement (DPA). Enterprise clients may request a DPA by contacting legal@ndavia.com.

You are the data controller for any personal data of your Recipients processed through the Platform. You are responsible for ensuring a lawful basis for sharing their data with us.

10. Availability & Support

We aim for 99.9% platform uptime (measured monthly, excluding scheduled maintenance). Scheduled maintenance will be communicated at least 48 hours in advance.

Support is available via email at support@ndavia.com during business hours (CET, Monday–Friday, 09:00–18:00). Enterprise plans include priority support with guaranteed response times as specified in the applicable Service Level Agreement (SLA).

We do not guarantee uninterrupted or error-free operation of the Platform.

11. Limitation of Liability

To the maximum extent permitted by Dutch law:

• NDAvia B.V. shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business opportunities, or goodwill.
• Our total aggregate liability for any claims arising under these Terms shall not exceed the fees paid by you in the 12 months preceding the claim.
• We are not liable for the legal enforceability of NDAs configured by Clients, nor for Recipients' compliance with signed NDAs.

Nothing in these Terms limits liability for fraud, wilful misconduct, or liability that cannot be excluded under applicable law.

12. Indemnification

You agree to indemnify and hold harmless NDAvia B.V., its directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

• Your use of the Platform.
• Documents or NDAs you upload or configure.
• Violation of these Terms or applicable law.
• Infringement of any third-party rights.

13. Termination

13.1 By you

You may cancel your subscription at any time through your account settings or by emailing support@ndavia.com. Cancellation takes effect at the end of the current billing period.

13.2 By us

We may suspend or terminate your account immediately if you:

• Breach these Terms and fail to remedy within 14 days of notice.
• Engage in illegal activity or pose a security risk to the Platform.
• Fail to pay fees for more than 30 days past due.

13.3 Effect of termination

Upon termination, your access to the Platform will cease. You may request an export of your data within 30 days of termination. After 30 days, we will delete your data in accordance with our Privacy Policy, except where retention is required by law.

14. Governing Law & Disputes

These Terms are governed by and construed in accordance with the laws of the Netherlands, without regard to conflict of law principles.

Any disputes arising from or relating to these Terms shall be submitted exclusively to the competent courts of Amsterdam, the Netherlands.

For business clients within the EU, nothing in this clause affects mandatory consumer protection rights under applicable local law.

15. Changes to Terms

We may update these Terms from time to time. Material changes will be communicated via email at least 30 days before they take effect. Continued use of the Platform after the effective date constitutes acceptance of the revised Terms.

If you do not agree to the changes, you may terminate your account before the new Terms take effect.

16. Contact

For questions about these Terms of Service:

• Email: legal@ndavia.com
• Post: NDAvia B.V., Herengracht 449-A, 1017 BR Amsterdam, the Netherlands
• Phone: +31 20 799 7603