LEGAL
These General Terms and Conditions apply to business customers of Substify B.V. They supplement each signed proposal, quotation, Order Form, Client Services Agreement and service schedule. They do not by themselves oblige Substify to activate a Service.
Business services supplied by Substify B.V.
Substify B.V. is a company organised under the laws of Curaçao, with registration number 175465 and registered address Pletterijweg Z/N, Soli Deo Office Park, Curaçao. These terms apply only to business-to-business transactions. “Customer” means the legal entity purchasing a Service. “Services” means the workplace, cloud, voice, crypto-monitoring, compliance-support or other services identified in an Order Form.
A contract is formed when both parties sign an Order Form or when Substify expressly accepts an order in writing. If documents conflict, the following order applies: (1) the signed Order Form; (2) the applicable service schedule or expressly agreed SLA; (3) the signed Client Services Agreement; (4) these General Terms and Conditions; and (5) the Acceptable Use Policy. Website content, brochures, social-media posts, roadmaps and target dates are informational and do not override signed terms.
Substify provides only the scope stated in the applicable Order Form. Services may activate in phases. A target date is not a guaranteed commencement date unless expressly identified as such in a signed Order Form. A Service becomes chargeable on the date Substify confirms that it is available for productive use or on another agreed date. Changes in capacity, users, wallets, transactions, sites, jurisdictions or deliverables may require revised fees and written approval.
Substify may use qualified infrastructure, software, monitoring, telecommunications and professional partners. Where a third party contracts directly with the Customer, that third party is responsible for its own services. Upstream terms affect the Customer only to the extent disclosed or incorporated into the applicable contract.
Fees are stated in the Order Form, normally in United States dollars and exclusive of applicable turnover tax, duties, usage, overages, licences and third-party charges unless expressly included. Recurring fees are invoiced in advance and payable within ten calendar days. Usage and external charges may be invoiced in arrears. Package discounts apply only while the required components remain contracted and active. During phased activation, interim fees must be recorded in the Order Form.
The Customer must notify Substify of a genuine invoice dispute within ten calendar days and pay undisputed amounts on time. Substify may charge statutory interest and reasonable collection costs on overdue sums and may suspend Services after reasonable notice, except where urgent action is required.
Unless the Order Form states otherwise, the initial term is twelve months from the first Service Commencement Date. Thereafter the contract continues month to month and either party may terminate on thirty days’ written notice. Either party may terminate for material breach not remedied within fifteen business days after notice, or immediately for irremediable breach, insolvency, illegality, sanctions exposure, fraud or a serious security or financial-crime risk.
On termination, accrued fees remain payable. Subject to payment and technical feasibility, Substify will reasonably support an orderly handover at its then-current rates. The Customer is responsible for retrieving its data before the termination date.
Substify may provide operational coordination, monitoring information, documentation support and audit-readiness assistance. Unless a separate written agreement expressly states otherwise, Substify does not act as a regulator, auditor, attorney, tax adviser, accountant, licensed corporate service provider or compliance decision-maker. No Service guarantees a licence, preferential tax treatment, bank acceptance, audit result or regulatory outcome. Customers must obtain formal advice or assurance from appropriately qualified independent professionals.
Each party shall protect the other’s non-public commercial, technical, customer and compliance information and use it only for the contract. Each party shall comply with applicable privacy and data-protection requirements. The Customer is responsible for the lawfulness, purpose and content of data supplied to Substify. If Substify processes personal data solely on documented instructions, it will apply appropriate safeguards, restrict access and use necessary service providers. Additional processor terms may be agreed where required.
Each party retains its pre-existing intellectual property. The Customer retains its rights in Customer Data. Substify retains its rights in its platform, brands, templates, methods and know-how and grants the Customer a limited, non-exclusive right to use contracted deliverables internally and to provide relevant compliance deliverables to its advisers and competent authorities.
Substify may restrict or suspend an affected Service for material non-payment, unlawful use, urgent security risk, a binding authority direction or an upstream interruption. Where legally and operationally possible, Substify will give notice, limit the action to what is reasonably necessary and provide an opportunity to remedy. The current Acceptable Use Policy forms part of the contract only in the version identified in the Order Form or otherwise validly incorporated.
Substify shall provide Services with reasonable skill and care. Connectivity, utilities, public networks, data centres, software platforms and other upstream services may be outside its direct control. Service levels apply only where expressly agreed. Except for express commitments, implied warranties are excluded to the fullest extent permitted by law.
Neither party excludes liability that cannot lawfully be excluded. Subject to that rule, neither party is liable for indirect or consequential loss or loss of profit, revenue, anticipated savings, goodwill or opportunity. Substify’s aggregate liability arising from an affected Service in any twelve-month period shall not exceed the fees paid for that affected Service during the six months preceding the event. This limitation does not apply to fraud, wilful misconduct or liability that cannot lawfully be limited.
The Customer shall indemnify Substify against third-party claims arising from the Customer’s unlawful activity, absence of required licences, Customer Data, instructions or material breach, except to the extent caused by Substify’s fraud or wilful misconduct.
Neither party is liable for delay caused by events beyond its reasonable control, including natural disaster, widespread utility or network failure, labour disruption, governmental action or critical supplier failure despite reasonable precautions. Fees for Services already delivered remain payable.
Substify may update these website terms prospectively. A website update does not silently amend a signed contract. Material changes affecting an active Service will be communicated in advance and take effect only as permitted by the signed contract. The archived version identified in an Order Form remains available on request.
The contract contains the entire agreement and may be amended only in writing. Neither party may assign it without consent, except to an affiliate or successor in a bona fide reorganisation or sale. No partnership, agency, employment or fiduciary relationship is created. Curaçao law governs. The parties shall first seek resolution through senior-management discussions; unresolved disputes are subject to the exclusive jurisdiction of the courts of Curaçao, without limiting urgent interim relief.
Questions or notices may be sent to info@substify.cw. Formal termination or breach notices must also follow the notice method in the applicable Order Form or Client Services Agreement.
