AGeneral Terms and Conditions of Onramp B.V.
A. General Provisions
Article 1 – Definitions
1.1. Onramp: The private limited liability company Onramp B.V.
1.2. Licensee: The (legal) person with whom Onramp B.V. has entered into an agreement.
1.3. Services: The services provided by Onramp, as described on www.Onramp.nl, including:
Access to and use of the System for setting up and managing customer pages;
Any applicable hosting services;
Tools for online identification, verification, and scoring of natural and legal persons for KYC, KYB, and AML purposes.
1.4. Agreement: The agreement between Onramp and the Licensee, which includes these General Terms and Conditions.
1.5. System: The equipment, software, customer pages, and tools managed by Onramp through which the Services are delivered.
1.6. Customer Pages: Payment and onboarding pages managed by the Licensee, based on Onramp’s System.
1.7. General Terms and Conditions: These General Terms and Conditions.
Article 2 – Applicability
2.1. These General Terms and Conditions apply to all offers, agreements, and legal relationships in which Onramp delivers goods and/or services.
2.2. Any purchase or other conditions of the Licensee are expressly rejected.
2.3. The Licensee acts as a business user and cannot invoke consumer protection laws.
2.4. Onramp reserves the right to unilaterally amend these General Terms and Conditions. Changes will be announced in writing or by email and will take effect 14 days after notification. The Licensee must object in writing within 14 days of receipt. In such case, Onramp will consult the Licensee to seek a resolution.
2.5. If the Licensee does not agree with the changes, they may terminate the Agreement. Any prepaid amounts will be refunded on a pro-rata basis.
2.6. Deviations from or additions to these General Terms and Conditions are only valid if agreed upon in writing.
2.7. If any provision is declared null or void, the remaining provisions will remain fully in effect.
Article 3 – Formation of the Agreement
3.1. All offers from Onramp are non-binding. An Agreement is concluded through written acceptance or by registering via the website.
3.2. Onramp reserves the right to reject a prospective Licensee’s application without stating reasons.
3.3. The Licensee must designate at least one contact person and immediately notify Onramp of any changes.
Article 4 – License
4.1. All intellectual property rights related to the System, software, and related materials remain the property of Onramp.
4.2. The Licensee receives a non-exclusive, non-transferable right of use for the duration of the Agreement.
4.3. The right of use may only be exercised for the Licensee’s own business purposes and may not be transferred to third parties.
4.4. Technical protection measures by Onramp may not be removed or circumvented.
4.5. The Licensee is responsible for keeping usernames and passwords confidential.
Article 5 – Term and Termination
5.1. The Agreement is entered into for the agreed term. If no term is specified, a default term of one month applies.
5.2. The Agreement will be tacitly renewed unless terminated in writing or via the website before the end of the current term.
5.3. Upon termination or dissolution, the Licensee is no longer entitled to use the System and must delete all obtained data.
5.4. Onramp may terminate the Agreement with immediate effect in the event of bankruptcy, suspension of payments, or other serious circumstances.
Article 6 – Obligations of Onramp
6.1. Onramp aims to provide uninterrupted Services but cannot guarantee this. Malfunctions must be reported immediately via support@onramp.nl. The Licensee will receive an acknowledgment of receipt and an update on the status of the issue within 24 hours.
6.2. Onramp reserves the right to make changes to the System or Services. If possible, changes will be announced in advance.
6.3. Onramp is not responsible for the content of customer pages or for products and services offered by the Licensee.
6.4. Backups are made to the best of Onramp’s ability, but their availability cannot be guaranteed.
Article 7 – Obligations of the Licensee
7.1. The Licensee is responsible for the proper use of the System and compliance with these General Terms and Conditions.
7.2. The Licensee may not provide the System or software to third parties or exploit them commercially.
7.3. The Licensee must provide Onramp with accurate data in a timely manner and promptly report any changes.
7.4. The Licensee may not distribute illegal or harmful content via the System.
7.5. In case of a breach of the terms, Onramp may suspend the Services or immediately terminate the Agreement. This particularly applies to serious violations such as fraudulent use, infringement of intellectual property rights, or distribution of harmful or illegal content via the System.
Article 8 – Prices and Payments
8.1. All prices are exclusive of VAT.
8.2. Invoices must be paid within 14 days of the invoice date.
8.3. In the event of late payment, Onramp may suspend access to the System.
8.4. The Licensee is not entitled to set off or suspend payments.
Article 9 – Liability
9.1. Onramp’s liability is limited to direct damages, up to a maximum of €50,000 per incident.
9.2. Indirect damages, such as loss of profit or data, are excluded. Indirect damages also include business interruption, missed savings, or reputational damage.
9.3. The Licensee indemnifies Onramp against third-party claims unless these result from Onramp’s intent or gross negligence.
Article 10 – Force Majeure
10.1. Onramp is not liable in cases of force majeure, including but not limited to supplier failures, power outages, or pandemics.
10.2. If the force majeure situation lasts longer than 60 days, the Agreement may be terminated without further obligations.
B. Hosting
Article 11 – Hosting Services
11.1. Onramp provides disk space and data traffic within agreed limits. Exceeding these limits may incur additional costs.
11.2. System maintenance is, where possible, performed outside of office hours.
11.3. The Licensee is responsible for managing their own data and backups.
Article 12 – Notice and Takedown
12.1. Upon complaints or suspected violations, Onramp may remove data or block access to the System.
12.2. In case of serious violations, the Agreement may be terminated immediately.
C. Privacy
Article 13 – Privacy and Data Processing
13.1. Onramp processes personal data in accordance with applicable laws and regulations and its Privacy Policy.
13.2. The Licensee is responsible for the lawfulness of the data they process.
Article 14 – Governing Law and Disputes
14.1. These General Terms and Conditions are governed exclusively by Dutch law.
14.2. Disputes will be submitted exclusively to the District Court of Noord-Nederland.
For further questions, please contact us at info@onramp.nl.
Article 15 – Use of Third Parties and Additional Conditions
15.1. In providing its Services, Onramp uses carefully selected third parties, including parties that perform data verifications such as name and IBAN checks.
15.2. For certain parts of the Services, including the IBAN name check via Surepay B.V., additional terms or data processing provisions may apply. These are included in a separate appendix (Appendix Surepay), which forms an integral part of these General Terms and Conditions.
15.3. By using these functionalities, the Licensee agrees to the addendum and confirms they have read and accepted it.