Terms and Conditions

In these Terms and Conditions, the following definitions apply:

• Credimigo: the private limited company Credimigo B.V., established at Vossiusstraat 20, 1071AD Amsterdam, registered with the Dutch Chamber of Commerce (KvK) under number 81707169, VAT identification number NL003597297B90, provider of the Platform;
• Platform: the software, website, applications and APIs of Credimigo, with which the User automates its own accounts receivable management, including AI Accounts Receivable Automation, AI analysis and Recovery Score, drafting and sending reminders/demand letters, automated follow-up communication, payment arrangements, payment links, workflow automation, reporting, integrations and the Marketplace;
• User: the natural person or legal entity, acting in the exercise of a profession or business, that enters into an agreement with Credimigo and uses the Platform to manage and collect its own claims;
• Debtor: the party to whom the User has a Claim, and to whom the communication, reminders or automated follow-up communication of the Platform relate;
• Claim: the invoice or outstanding payment obligation of a Debtor towards the User that is entered by the User into the Platform or supplied via an integration;
• Marketplace: the part of the Platform through which the User can, on its own initiative and by its own choice, transfer a Claim or file to an External Partner;
• External Partner: a third party not affiliated with Credimigo that, where applicable, performs out-of-court debt collection activities, judicial debt collection or legal services, including a debt collection service provider registered in the Register Incassodienstverlening (Debt Collection Services Register), a bailiff (gerechtsdeurwaarder) or a lawyer, to whom the User may transfer a file via the Marketplace;
• Agreement: any agreement between Credimigo and the User relating to the use of the Platform, of which these Terms and Conditions form an integral part.

2.1 These Terms and Conditions apply to all offers, quotes, agreements, services, software, websites and APIs of Credimigo.

2.2 By creating an account, entering into an Agreement or using the Platform in any way, the User unconditionally accepts these Terms and Conditions in their entirety.

2.3 Any purchasing or other general terms and conditions of the User are expressly rejected and do not apply, unless Credimigo has accepted them in writing and expressly.

2.4 Credimigo is entitled to unilaterally amend these Terms and Conditions. Amendments are announced via the Platform or by e-mail and take effect on the date of publication, unless stated otherwise. Continued use of the Platform after the effective date constitutes acceptance of the amended terms.

2.5 If any provision of these Terms and Conditions proves to be null and void or voidable, the remaining provisions shall remain in full force. In that case, the parties shall consult on a replacement provision that approximates the purport of the original provision as closely as possible.

3.1 Credimigo does not perform debt collection activities for the creditor; Credimigo supplies software with which the creditor manages its own claims and automates its own communication. This core provision is decisive for the interpretation of this article and of the Agreement as a whole: the User is and remains the creditor, Credimigo is and remains a software supplier.

3.2 In practice, this principle works out as follows, in two related sets of four principles:

• the creditor communicates — all communication towards the Debtor is sent in the name of and under the responsibility of the User;
• the creditor decides — by configuring, activating and (where the Platform requires it) approving workflows and sending moments, the User determines which steps are taken towards a Debtor;
• the creditor receives — payments from the Debtor are in principle made directly in favour of the User, via the User's own connection with an independent payment service provider (see Article 10a);
• the creditor transfers — only the User decides whether and when a file leaves its own management and is transferred via the Marketplace to an External Partner (see Article 11).

Opposite this stands the role of Credimigo, always in support of the above:

• Credimigo automates — the drafting and (based on the User's settings) sending of reminders, demand letters and follow-up communication via e-mail, WhatsApp, SMS and voice;
• Credimigo facilitates — payment arrangements, payment links and the technical connection with payment service providers and accounting/ERP systems;
• Credimigo records — file building, status display and the audit trail of steps taken;
• Credimigo connects — the Marketplace through which the User is, on its own initiative, put in touch with an External Partner.

3.3 On the basis of the above, Credimigo offers in particular:

• AI Accounts Receivable Automation and AI analysis with Recovery Score;
• the drafting and, after configuration or approval by the User, sending of reminders and demand letters;
• automated follow-up communication via e-mail, WhatsApp, SMS and voice, sent on behalf of and in the name of the User;
• payment arrangements and payment links;
• workflow automation and reporting;
• integrations with accounting and ERP systems;
• the Marketplace, through which the User can transfer a file on its own initiative to an External Partner (see Article 11).

3.4 Credimigo itself does not perform out-of-court debt collection activities on behalf of the User and does not act as a debt collection service provider, debt collection agency, bailiff or lawyer. In addition to Article 3.2, this is, among other things, reflected as follows:

• Credimigo does not itself take an independent decision to proceed to a collection measure and does not independently negotiate a Claim on behalf of the User;
• Credimigo does not, in principle, receive funds on behalf of the User or the Debtor and is not the party that collects the money (see further Article 10a);
• Credimigo does not present itself to the Debtor as the party collecting or that has taken over the Claim.

3.5 Communication, classifications, Recovery Scores, workflow advice or other output generated via the Platform (including via AI) do not constitute legal advice and cannot be regarded as such. The User itself decides, and remains itself responsible for, every action taken towards a Debtor.

3.6 If the User chooses to no longer follow up a Claim or file itself, it may transfer it via the Marketplace to an External Partner. From the moment of such transfer, it is not Credimigo but the External Partner that performs the (out-of-court or judicial) debt collection activities, under its own registration, terms and responsibility. Article 11 applies to this.

3.7 Qualification of services as software

Credimigo is exclusively a software supplier and does not itself perform out-of-court debt collection activities on behalf of or for the account of Users. The Platform enables Users to manage and automate their own accounts receivable management and collection process ("self-collection"), whereby the User at all times remains the creditor itself and remains responsible for the claim and the collection process conducted.

Credimigo safeguards this qualification in the event of changes to the Platform or the services and will, if changes in legislation and regulations, case law or the actual services give reason to do so, adjust the services, functionalities or communication in order to maintain this qualification.

3.8 Credimigo reserves the right to change, expand or limit the functionality of the Platform, provided that this does not substantially reduce, without compensation, the core functionality for which the User has paid.

4.1 The Agreement is formed at the moment the User creates an account and agrees to these Terms and Conditions, or at the moment of signing a quote or contract, if applicable.

4.2 The Agreement is entered into for an indefinite period. Credimigo has two forms of service provision, each with its own payment and termination regime:

• Subscriptions (including the Free, Starter, Finance and Enterprise packages, as further described and priced on the Platform): these run per calendar month and can be cancelled monthly. Cancellation may take place at any time via the Platform or in writing and results in the Agreement ending at the end of the current, already paid invoice month. Subscription fees already paid for the current month will not be refunded (pro rata).
• Separate, non-subscription-based services/packages (including Credimigo Analyse, Credimigo Dossier, Credimigo Recover and Credimigo Resolve, insofar as not included in a running subscription): these are separate assignments per action or file. The User may cancel such a separate service at any time before commencement free of charge. Once Credimigo has started, at the request of the User, executing a process (for example drafting and sending a file, a Recovery action or a Resolve process), the User may unilaterally have this stopped in the interim, but the fee due or already paid for it will not be refunded. This concerns an agreement for services between two businesses (B2B), to which no statutory right of withdrawal applies; an assignment is an assignment.

4.3 The current packages, prices and terms per subscription form and separate service are published on the Platform and the Credimigo website and form part of the Agreement.

4.4 Credimigo is entitled to suspend or terminate the Agreement in whole or in part, with immediate effect and without prior notice of default, if:

• the User acts in violation of Article 5 (Prohibited use) or the Acceptable Use Policy;
• the User has provided incorrect, incomplete or misleading information;
• there are well-founded suspicions of fraud, abuse or unlawful conduct;
• the User is in default of payment obligations towards Credimigo;
• the User applies for a suspension of payments, is declared bankrupt, or otherwise loses free disposal over (part of) its assets.

5.1 The User is responsible for:

• providing correct and up-to-date company information;
• the security of its account and login details;
• the use of strong passwords and, where offered, multi-factor authentication;
• correct and lawful use of the software, including actions performed by employees or third parties linked to the User;
• all actions performed under its account, regardless of whether these were performed by the User itself.

5.2 The User indemnifies Credimigo against all damage, third-party claims and costs (including reasonable legal costs) arising from unlawful, incorrect or careless use of the account by the User or third parties attributable to it.

5.3 The User must report any suspicion of unauthorised use of its account to Credimigo without delay.

6.1 For every Claim it enters into the Platform or has processed via an integration, the User guarantees and represents that:

• the underlying invoice was validly formed;
• the User is authorised to submit and have this Claim collected;
• the Claim actually and unconditionally exists, is due and payable and has not already (partly) been settled, become time-barred, been disputed or otherwise ceased to exist;
• the Debtor's details are correct and up to date.

6.2 Credimigo may, but is not obliged to, check submitted Claims in an automated or manual manner and require additional verification or documentation, in particular when signs of fraud, abuse or inaccuracy are identified.

6.3 Credimigo reserves the right to temporarily block, refuse or stop files, without this constituting a shortcoming on the part of Credimigo, if there is doubt about the validity or accuracy of a Claim.

6.4 All risks and consequences of submitting incorrect, unlawful or non-existent Claims are entirely for the account and risk of the User. Credimigo is not obliged to assess (or have assessed) the accuracy of a Claim on its merits before processing it.

6a.1 If a Debtor is a natural person not acting in the exercise of a profession or business ("Consumer Debtor"), additional statutory requirements apply to communication and cost calculation, including in any event:

• the obligation to send the Consumer Debtor, prior to charging out-of-court collection costs, a demand letter that meets the requirements of Article 6:96(6) of the Dutch Civil Code (the "fourteen-day letter"), with a payment term of at least fourteen days after receipt and a correct specification of the collection costs due in the event of late payment;
• the capping of out-of-court collection costs pursuant to the Decree on Compensation for Out-of-Court Collection Costs (BIK);
• the distinction between statutory interest for consumers and statutory commercial interest, which applies exclusively between businesses.

6a.2 The Platform offers template texts and settings that are set up to comply with these requirements for Consumer Debtors, including a fourteen-day letter template and a BIK-compliant calculation of collection costs. The use and correct application thereof is up to the User; Credimigo does not vouch for the accuracy of texts or calculations amended by the User.

6a.3 The User is and remains, even when using communication generated by the Platform, itself responsible and liable towards the Consumer Debtor for the accuracy of the demand letters sent, the terms applied, the calculated collection costs and interest, and other compliance with applicable consumer-protection legislation and regulations.

6a.4 Credimigo is entitled, but not obliged, to build in technical safeguards in the Platform (for example mandatory waiting periods or blocks) to prevent collection costs from being charged to a Consumer Debtor without a prior fourteen-day letter.

7.1 The User is not permitted, via the Platform, to:

• send false invoices or phantom invoices;
• submit unlawful, time-barred, disputed or non-existent claims;
• misuse the identity of third parties or otherwise wrongfully pose as someone else;
• carry out spam campaigns or unsolicited communication in violation of applicable legislation (including the Dutch Telecommunications Act and the GDPR);
• mislead, intimidate or otherwise treat Debtors or third parties improperly;
• infringe applicable laws and regulations, including but not limited to consumer law, debt collection law (including the Wki (Dutch Quality of Debt Collection Services Act) and the Decree on Compensation for Out-of-Court Collection Costs), sanctions legislation and the GDPR;
• use the Platform in a manner that jeopardises the availability, integrity or security of the Platform or of other users.

7.2 In the event of (suspected) violation of this article or of the Acceptable Use Policy, Credimigo may, without prior warning and without being liable for any compensation, block accounts, refuse files or terminate the Agreement with immediate effect. Credimigo also reserves the right to report to competent authorities if this is legally required or reasonably called for.

8.1 A fixed price per action applies to certain services. In addition, subscription fees, usage fees, transaction fees of third-party payment providers, and/or success fees (see Article 9) may apply, as further set out in the applicable quote, the subscription or the Platform itself.

8.2 All stated prices are exclusive of VAT and other government-imposed levies, unless stated otherwise.

8.3 Credimigo is entitled to periodically adjust rates. Price changes are announced to the User at least thirty (30) days prior to the effective date.

8.4 In the event of late payment by the User, Credimigo is entitled to suspend access to the Platform, without prejudice to Credimigo's right to performance, compensation and statutory interest and collection costs in accordance with statutory standards.

9.1 A success fee applies exclusively within the separate, non-subscription-based services referred to in Article 4.2 (in particular the Resolve process), and not insofar as a Recovery file is already included in the User's subscription. Credimigo may charge a success fee when an outstanding Claim is (wholly or partly) successfully collected after the User has chosen this route.

9.2 Before the User submits a file for the Resolve process, the Platform discloses at file level, prior to confirmation by the User, at least: (a) the percentage or fixed amount of the success fee, (b) the basis on which it is calculated (for example the amount collected, excluding any collection costs and interest), and (c) the alternative of transfer to an External Partner via the Marketplace including the costs of that External Partner attached to it, so that the User can make an informed choice about this before any costs are incurred. This confirmation constitutes the prior written agreement on the basis referred to in Article 9.1.

9.3 The success fee is due only insofar as and at the moment that the underlying payment has actually been paid directly to the User, or — if payment is made via a connection of the User with a payment provider — is credited to the User's account. Credimigo does not charge a success fee on amounts that have not actually been received.

9.4 Insofar as Debtors are Consumer Debtors, in determining the success fee account is taken of the fact that it may not be charged to the Consumer Debtor on top of the statutorily capped collection costs (BIK); in that case the success fee is for the account of the User, not the Debtor, unless mandatory law permits otherwise.

10.1 Credimigo is a technology and communication platform that supports the User with accounts receivable management. Credimigo in no way guarantees that a Claim will (wholly or partly) actually be collected or paid, or that paid funds will actually reach Credimigo, the User or an External Partner (in time or in full). Credimigo's services expressly constitute a best-efforts obligation and never an obligation of result.

10.2 Credimigo is not liable for the total or partial absence of payment by a Debtor, regardless of the cause thereof, including but not limited to inability to pay, unwillingness to pay, bankruptcy, suspension of payments, debt restructuring, unreachability of the Debtor, limitation, or any other circumstance that lies with the Debtor or outside Credimigo's sphere of influence.

10.3 The User hereby grants Credimigo, insofar as legally permitted, final discharge for the non-payment, late payment or incomplete payment of a Claim by the Debtor, that is: for the commercial debtor risk inherent in holding a claim on a third party (including inability to pay, unwillingness to pay, bankruptcy or untraceability of the Debtor), regardless of whether the relevant file was followed up in-house via the Platform, or transferred via the Marketplace to an External Partner.

10.4 This discharge expressly does not cover, and leaves unaffected, Credimigo's liability for damage resulting from a shortcoming of Credimigo itself in the performance of the Platform or the Agreement — for example, the mistaken failure to pay on funds already received by Credimigo on behalf of the User, or an error in processing attributable to Credimigo. Such damage remains fully subject to the liability regime of Article 12, including the limitations set out therein.

10.5 Funds paid by a Debtor and incidentally received by Credimigo on behalf of the User, by way of exception to the principle of Article 3.4 (for example via a payment link), are paid on to the User as soon as possible after receipt and verification, less any costs or success fee due, unless otherwise agreed. Credimigo is not liable for delays or defects attributable to the payment provider engaged by the User or Credimigo.

10.6 The provisions of this article do not affect the rights the User has directly against the Debtor; this discharge relates exclusively to the relationship between the User and Credimigo.

10a.1 For the actual collection, processing and payout of funds between the Debtor and the User, the Platform uses an external, independently regulated payment service provider, including Stripe (or a comparable licensed payment service provider). This payment service provider, not Credimigo, handles the actual flow of funds: the Debtor pays via a payment page or payment link secured by the payment service provider, and the funds are processed and paid out directly to the User by the payment service provider, generally on the basis of the User's own connection or account (for example via Stripe Connect) created by the User itself between the User and that payment service provider.

10a.2 Credimigo is at no point itself the holder of, or intermediary for, the funds paid by the Debtor. Credimigo exclusively facilitates the technical integration between the Platform and the payment service provider (including generating payment links and displaying payment statuses in the file), and does not itself collect, manage or distribute funds on behalf of the User or the Debtor, except in the incidental case referred to in Article 10.5.

10a.3 The contractual relationship for the payment services is formed between the User and the payment service provider; the payment service provider's own terms, rates and (payout) terms apply to this. Credimigo is not a party to that agreement and is not liable for the functioning of the payment service provider, including delays, malfunctions, blocked payouts, chargebacks or the failure to (timely) pay out received funds to the User.

10a.4 The User is itself responsible for entering into its own, valid agreement with the payment service provider, for complying with its acceptance and verification requirements (including KYC/AML requirements), and for checking received payments in its own payment service provider environment in addition to the status display in the Platform.

11.1 Via the Marketplace, the User can, on its own initiative and by its own choice, transfer a file to an External Partner. Credimigo selects the External Partners connected to the Marketplace based on, at least, their registration in the Register Incassodienstverlening (for debt collection service providers) or their capacity as bailiff or lawyer, but does not vouch for and is not responsible for the individual suitability of an External Partner for the User's specific file.

11.2 From the moment of transfer, the general terms and conditions, rate policy and working method of the relevant External Partner also apply. The agreement for the actual debt collection or legal services is formed between the User and the External Partner; Credimigo is not a party to this.

11.3 In such a transfer, Credimigo acts exclusively as a technical platform and intermediary (marketplace), and is not liable for the acts or omissions of an External Partner, for the quality of its services, for its compliance with the Wki or other regulations, or for the outcome of a transferred file.

11.4 Credimigo may receive a referral or brokerage fee ("marketplace fee") for the intermediation via the Marketplace from the External Partner to whom a file is transferred. This fee is not an additional cost item for the User, is not charged to the User or the Debtor on top of the rates applied by the External Partner, and is disclosed to the User in broad terms where legally required or otherwise deemed appropriate.

11.5 The User is itself responsible for assessing the suitability of an External Partner for its specific situation, and for checking its registration in the Register Incassodienstverlening prior to transfer.

12.1 Credimigo's total liability towards the User under the Agreement, on whatever grounds, is at all times limited to compensation for direct damage and is, per event (a series of related events counts as one event), limited to the lowest of: (a) the amount paid by the User to Credimigo in the three (3) months immediately preceding the event causing the damage, or (b) €1,500. Credimigo's total liability towards a User for all events within one calendar year combined is moreover never higher than the total amount that User has paid to Credimigo in that calendar year, with an absolute maximum of €5,000.

12.2 Credimigo is only liable for direct damage that is the direct result of intent or deliberate recklessness on the part of Credimigo.

12.3 Credimigo is never liable for indirect damage or consequential damage, including but not limited to: loss of profit, missed savings, reputational damage, loss of (business) data, and damage resulting from business interruption.

12.4 Credimigo is never liable for:

• irrecoverable Claims or the total or partial absence of payment by Debtors;
• bankruptcies, suspensions of payment or other insolvency situations of Debtors;
• decisions the User itself makes based on information, classifications, Recovery Scores or workflow advice provided by the Platform (including AI);
• delays, defects or shortcomings of third parties, including payment providers, accounting and ERP integrations, cloud suppliers or External Partners;
• damage arising because the User supplied incorrect, incomplete or outdated information;
• damage resulting from the User's failure to comply with applicable laws and regulations when using the Platform.

12.5 The limitations of liability contained in this article lapse if and insofar as mandatory law precludes them.

12.6 Any claim for damages against Credimigo lapses if it is not submitted to Credimigo in writing and with reasons within three (3) months after the User became aware, or could reasonably have become aware, of the event causing the damage, and is subsequently not brought before a court within three (3) months after that written notification.

13.1 The User indemnifies Credimigo against all third-party claims (including Debtors and supervisory authorities), including all related costs (including reasonable legal assistance costs), that relate to or arise from:

• use of the Platform by the User in violation of these Terms and Conditions;
• the accuracy, validity or lawfulness of Claims and data submitted by the User;
• violation by the User of applicable laws and regulations, including the GDPR, consumer law and debt collection regulations;
• communication sent by the User to Debtors via the Platform.

14.1 Credimigo strives for high availability of the Platform, but does not guarantee uninterrupted availability.

14.2 Maintenance, malfunctions, updates or dependencies on external parties (including cloud suppliers, payment providers and AI service providers) may lead to temporary interruptions. Credimigo endeavours to announce planned maintenance in advance, but is not obliged to do so in the case of urgent maintenance.

14.3 Credimigo is not liable for damage resulting from (temporary) unavailability of the Platform, except in the case of intent or deliberate recklessness on the part of Credimigo.

15.1 Credimigo is not obliged to fulfil any obligation if prevented from doing so as a result of force majeure. Force majeure includes: malfunctions at cloud suppliers, payment providers, AI service providers or other third parties on which Credimigo depends, failure of internet or energy supplies, cyberattacks, government measures, and other circumstances reasonably beyond Credimigo's sphere of influence.

15.2 If the force majeure situation continues for longer than sixty (60) days, both parties are entitled to dissolve the Agreement, without being liable for any compensation.

16.1 All intellectual property rights to the Platform, including the software, AI models, algorithms, workflows, designs, documentation, trademarks and trade names, rest exclusively with Credimigo or its licensors.

16.2 The User obtains only a non-exclusive, non-transferable and revocable right of use to the Platform for the duration of the Agreement and for the purpose of its own business operations.

16.3 The User is not permitted to copy, reverse-engineer, decompile the Platform, or any part thereof, make it available to third parties or otherwise infringe it in any other way, except insofar as permitted by mandatory law.

16.4 Data entered by the User into the Platform (including invoice and Debtor data) remains the property of the User. The User grants Credimigo a right of use to this data insofar as necessary for the performance of the Agreement, including the use of data (in anonymised or aggregated form) to improve the Platform and the underlying AI models.

17.1 The parties undertake to keep confidential all confidential information they receive from each other in connection with the Agreement, except insofar as disclosure is legally required.

18.1 The User is not entitled to transfer rights or obligations under the Agreement to a third party without Credimigo's prior written consent.

18.2 Credimigo is entitled to transfer the Agreement, or rights and obligations arising from it, to an affiliated company or in the context of a business takeover, merger or reorganisation, without the User's prior consent.

19.1 Dutch law exclusively applies to all agreements between Credimigo and the User.

19.2 Disputes arising from or relating to the Agreement are submitted exclusively to the competent court in Amsterdam, without prejudice to Credimigo's right to submit a dispute to the court competent under the law.