Terms of service.

1. Scope and contracting party

These Terms of Service apply to every business use of DueHello. DueHello is a product and trade name operated by JKF Commerce, registered at Polluxplein 3, 1033 GC Amsterdam, the Netherlands, Chamber of Commerce number 92785379 and VAT ID NL004976431B04. JKF Commerce is the contracting party and is referred to as “we”, “us” or “DueHello” in these terms.

The service is intended only for businesses and professional users, not consumers. By accepting an order form, creating a paid workspace or using the service, you confirm that you have authority to bind the organisation you represent.

2. Contract documents and priority

The agreement consists of the order form or accepted proposal, these terms, the privacy notice and, where personal data is processed on your behalf, the data processing agreement. A separately signed order form, service level agreement or data processing agreement prevails where it expressly conflicts with these terms.

Your purchasing terms do not apply unless we have expressly accepted them in writing.

3. The service

DueHello monitors accounts receivable, prepares or sends follow-up messages within rules you configure, routes exceptions for review and records actions in an audit trail. Available functions, limits and operating modes depend on your plan and order form.

Draft, Assisted and Autopilot modes provide different levels of automation. Enabling a mode, approving a playbook or changing a rule is an instruction from you. You remain in control of recipients, timing, tone, thresholds, escalation paths and stop conditions.

4. No collection agency or professional advice

DueHello is workflow software. We do not act as a debt collection agency, bailiff, law firm, payment service provider or credit bureau. We do not provide legal, tax, accounting or financial advice, initiate payments, or guarantee that an invoice will be paid.

Formal collection, litigation, enforcement and credit decisions always require your own assessment and, where appropriate, a qualified professional.

5. Accounts, administrators and security

You must keep account information accurate, protect credentials, use appropriate access controls and promptly remove users who no longer require access. Workspace administrators may configure the service and act on behalf of your organisation.

You must notify us promptly at [email protected] if you suspect unauthorised access. You are responsible for activity under your accounts unless it results from our failure to meet our security obligations.

6. Your data, instructions and legal basis

You are responsible for the accuracy and lawful use of invoice, contact and integration data you provide. You must have a valid legal basis for processing recipient data and sending each category of message through DueHello.

Messages are sent in your name and on your behalf. You are responsible for approved playbook content, payment instructions, recipient lists and compliance with applicable contract, privacy, electronic communications and debt-collection rules.

7. Acceptable use

You may not use DueHello for unlawful, deceptive, threatening, discriminatory or harassing communication; unsolicited bulk marketing; consumer credit collection where unsupported; malware; infringement; unauthorised access; or attempts to bypass limits or security controls.

We may investigate suspected abuse and may pause affected messages or access where reasonably necessary to protect recipients, customers, the service or the law.

8. Integrations and source records

Integrations may depend on third-party accounting, email, identity or infrastructure services. You authorise us to exchange the data required to operate enabled integrations. Third-party outages or changes may affect functionality and are outside our control.

Your accounting or ERP system remains the source of truth unless your order form expressly states otherwise. You should verify material actions and maintain appropriate backups and reconciliation controls.

9. Fees, invoicing and taxes

Fees, billing frequency, included volume and any implementation work are stated in the order form or pricing accepted at purchase. Fees exclude VAT and other applicable taxes unless stated otherwise.

Invoices are due within 14 days unless the order form states another term. Late B2B payments may incur statutory commercial interest and reasonable collection costs. We may suspend paid functionality after written notice if an undisputed invoice remains overdue.

10. Plans, volumes and changes in use

Your plan may include limits for workspaces, entities, users, invoices, messages, integrations or support. We will not charge an unagreed percentage of recovered amounts. Any overage, plan change or additional work must follow the pricing or written agreement presented to you.

If sustained use exceeds the agreed plan, we may propose a suitable plan and give reasonable notice before restricting excess use.

11. Subscription, renewal and cancellation

A subscription runs for the monthly or annual term stated at purchase and renews for the same period unless either party gives notice before the renewal date. You can cancel through the available account controls or by emailing [email protected].

Cancellation takes effect at the end of the current paid term. Fees already paid are not refundable for a partial term unless the order form, these terms or mandatory law requires otherwise.

12. Suspension and termination

Either party may terminate for a material breach that is not remedied within 14 days after written notice. We may suspend or terminate immediately where continued use creates a material security risk, is unlawful, seriously harms third parties or the service, or where an overdue undisputed amount remains unpaid after notice.

After termination, access ends and you may request a standard export for 30 days. We then delete customer data according to the data processing agreement and retention obligations, except for records we must retain by law. Accrued payment obligations and provisions intended to survive termination remain effective.

13. Availability, maintenance and support

We operate the service with reasonable professional care and aim for high availability. Planned maintenance, emergency work and dependencies may cause interruptions. Any binding availability target or service credit must be set out in a separate service level agreement.

Vorlyo, another operating brand of JKF Commerce, provides first-line support and customer communications for DueHello on behalf of JKF Commerce. The central contact is [email protected]. Vorlyo is not a separate contracting party under these terms.

14. Intellectual property and licence

We and our licensors retain all rights in DueHello, its software, design, documentation and service-generated know-how. During the agreement, we grant you a limited, non-exclusive, non-transferable right to use the service for your internal business operations.

You retain rights in your data, messages, templates and branding. You grant us only the rights needed to host, process, transmit and display them to provide and secure the service. Feedback may be used without restriction, provided it does not identify you or disclose confidential information.

15. Confidentiality

Each party must protect the other party’s non-public business, technical and financial information with reasonable care and use it only for the agreement. This does not apply to information that is public without breach, already lawfully known, independently developed or lawfully received from another source.

A party may disclose confidential information where required by law, after giving notice where legally permitted.

16. Privacy and data processing

For customer contacts and invoice data, you are normally the controller and JKF Commerce acts as processor in operating DueHello. The data processing agreement required by Article 28 GDPR forms part of the contract and governs processing instructions, security, subprocessors, assistance, audits and deletion or return.

For account, billing and direct business-contact data, JKF Commerce acts as controller as described in the privacy notice.

17. Warranties

We warrant that we will provide the service with reasonable professional care and substantially in accordance with the agreed documentation. If we materially fail to do so, we will use reasonable efforts to correct the failure.

Except where expressly agreed, the service is provided without a guarantee that it will be uninterrupted, error-free, compatible with every third-party system or produce a particular collection result.

18. Liability

Each party is liable only for direct loss that is reasonably foreseeable and caused by its attributable breach. Neither party is liable for indirect or consequential loss, loss of profit, revenue, savings, goodwill, business opportunity or data, except where mandatory law does not permit exclusion.

Our total aggregate liability arising from the agreement is limited to the fees paid or payable for the affected service during the 12 months before the event giving rise to the claim. The exclusions and cap do not apply to liability that cannot legally be limited, including wilful misconduct or deliberate recklessness by senior management, or death or personal injury caused by negligence.

19. Third-party claims

You will defend and reimburse us against a third-party claim to the extent it results from unlawful data, recipient lists, message content or instructions supplied by you, provided we notify you promptly, allow you reasonable control of the defence and cooperate at your cost. This does not apply to the extent the claim was caused by us.

20. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including widespread network failure, utility interruption, government action, natural disaster, war, civil disorder or a critical supplier outage that could not reasonably be avoided. Payment obligations for services already delivered are not excused.

21. Changes to these terms

We may update these terms for legal, security, operational or product reasons. We will give at least 30 days’ notice of a material change unless urgent legal or security action requires less. If a material change substantially disadvantages you, you may terminate before it takes effect by notifying [email protected].

22. Notices, assignment and entire agreement

Operational and legal notices may be sent to the workspace administrator or billing email. Notices to us must be sent to [email protected] and identify the relevant organisation and workspace. You must keep your contact details current.

You may not assign the agreement without our prior written consent, which will not be unreasonably withheld. We may assign it as part of a merger, reorganisation or sale of the relevant business, provided your rights are not materially reduced. The contract documents are the entire agreement about the service. If a provision is unenforceable, the remainder continues.

23. Governing law and disputes

Dutch law governs the agreement, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The parties will first try in good faith to resolve a dispute through their operational and management contacts.

If resolution is not reached, the competent courts of Amsterdam, the Netherlands have exclusive jurisdiction, unless mandatory law requires another court.