This is a translation. In case of any difference, the Dutch version prevails.
Version: 27 October 2026 — this version replaces the version of 29 September 2020.
Below you will find the Terms and Conditions of Smardly BV. They apply when you use our Website, our Apps (including Smardly Voice) or our Services, take out a Subscription or place an order. The Terms and Conditions contain important information about your rights and obligations. Please read them carefully. We recommend that you save or print these terms so that you can read them again later.
1.1. Smardly BV: the private limited company Smardly BV, established in Sittard and registered with the Chamber of Commerce under number 80435602.
1.2. Website: the website of Smardly BV, available at https://smardly.com and all associated subdomains, including the online management environment (backoffice).
1.3. App: any application released by Smardly BV, including Smardly Voice, available through the Apple App Store or otherwise.
1.4. Service(s): all online services of Smardly BV, including the digital profile and business card (Smardly Tap), the associated Wallet pass and QR code, statistics and Smardly Voice.
1.5. Product(s): physical products supplied by Smardly BV, such as NFC cards, key fobs, custom-designed cards and (future) recording equipment.
1.6. Subscription: the agreement under which Customer has access to the Services for a certain period, in the variants Free, Smardly Pro and Smardly Team as described on the Website.
1.7. Account: the personal or business access to the Services that Customer obtains after registration.
1.8. Customer: any natural person or legal entity that enters into an Agreement with Smardly BV and/or has registered via the Website or an App.
1.9. Consumer: a Customer who is a natural person and who is not acting in the course of a profession or business.
1.10. Business Customer: a Customer who is acting in the course of a profession or business.
1.11. User: a natural person who uses the Services under a Subscription of a Business Customer, such as an employee within Smardly Team.
1.12. Agreement: any arrangement or agreement between Smardly BV and Customer, of which the Terms and Conditions form an integral part.
1.13. App Store: the digital store of Apple Inc. and its affiliated companies (together: Apple) through which Apps can be downloaded and Subscriptions can be taken out.
1.14. Terms and Conditions: these Terms and Conditions.
2.1. These Terms and Conditions apply to all offers, Agreements, Subscriptions and deliveries of Smardly BV, unless expressly agreed otherwise in writing.
2.2. If Customer includes provisions or conditions in its order, confirmation or acceptance that deviate from or are not contained in the Terms and Conditions, these are binding on Smardly BV only if and insofar as Smardly BV has expressly accepted them in writing.
2.3. If, in addition to these Terms and Conditions, specific product or service terms apply (such as a data processing agreement), these also apply. In the event of a conflict, Consumer may always rely on the provision that is most favourable to him.
2.4. If an App is downloaded or a Subscription is taken out via the App Store, the following also applies:
3.1. The current prices of Subscriptions and Products are shown on the Website, in the App and/or in the App Store. Prices for Consumers include VAT. Prices for Business Customers may be stated exclusive of VAT; this will then be clearly indicated.
3.2. Any shipping costs are clearly stated before the order is completed.
3.3. The content of the Website and the Apps has been compiled with the greatest care. However, Smardly BV cannot guarantee that all information is correct and complete at all times. All prices and other information are subject to obvious programming and typing errors.
3.4. Smardly BV cannot be held responsible for (colour) deviations resulting from screen quality.
3.5. A running Subscription always renews at the price that applied when it was taken out; a price change applies only to new Subscriptions. Should Smardly BV ever wish to change the price of a running Subscription, it will announce this at least 30 days in advance and Customer may cancel the Subscription free of charge with effect from the date on which the change takes effect.
4.1. The Agreement is formed at the moment Customer accepts the offer of Smardly BV and meets the conditions set therein.
4.2. If Customer has accepted the offer electronically, Smardly BV will confirm receipt without delay by electronic means. As long as this receipt has not been confirmed, Customer may dissolve the Agreement.
4.3. If it turns out that Customer provided incorrect information when entering into the Agreement, Smardly BV has the right to perform its obligations only after the correct information has been received.
4.4. Within the legal framework, Smardly BV may inform itself whether Customer is able to meet its payment obligations, and of all facts and factors that are relevant to responsibly entering into the Agreement. If, on that basis, Smardly BV has good grounds not to enter into the Agreement, it may refuse an order or request with reasons, or attach special conditions to its performance, such as prepayment.
5.1. To use the Services, Customer registers an Account via the Website or an App. Registration may also take place by logging in with Apple, Google or Microsoft, where offered.
5.2. Customer is responsible for choosing a sufficiently secure password and keeps his login details strictly confidential. Smardly BV may assume that whoever logs in to an Account is indeed the rightful holder. Everything that happens through the Account is the responsibility and risk of Customer.
5.3. If Customer knows or suspects that his login details have fallen into the hands of unauthorised persons, he will change his password as soon as possible and/or notify Smardly BV, so that Smardly BV can take appropriate measures.
5.4. Smardly BV distinguishes between private accounts and business accounts. Profiles that a Business Customer creates for a User belong to the business account of that Business Customer. A User may link his private account to a business account in order to switch between the two with a single login; ownership, management and invoicing of both accounts remain separate.
6.1. Smardly BV offers the following Subscriptions, the current content, limitations and prices of which are stated on the Website and in the App:
6.2. Smardly BV may change or limit the content and functionality of the Free Subscription at any time. No rights to availability or support can be derived from the Free Subscription. A new Account receives Smardly Pro on trial once for fourteen days, without payment details; after that the Account automatically falls back to Free and nothing is charged. Earlier arrangements regarding free or lifetime Smardly Pro remain in force unchanged.
6.3. A paid Subscription starts on the day it is taken out and has a term of one month or one year, at Customer's choice. After the term ends, the Subscription is automatically renewed for the same term, unless Customer cancels before the end of the current period.
6.4. Cancellation is possible at any time. Cancelling means that the Subscription ends at the end of the current period; no refund of the remaining period follows. Customer retains all his rights until the end of the paid period.
6.5. At least 30 days before the renewal of an annual Subscription, Smardly BV sends Customer a message stating the amount, the renewal date and the option to cancel.
6.6. A Subscription taken out via the Website can be cancelled easily in the online management environment, via a clearly recognisable cancellation function, or by e-mail. A Subscription taken out via the App Store is cancelled by Customer in the subscription settings of his Apple account. Smardly BV confirms a cancellation addressed to it without delay.
6.7. Customer may switch to another Subscription; what this costs and when it takes effect is shown before confirmation. Switching to a more limited Subscription takes effect at the next renewal.
6.8. After a paid Subscription ends, the Account is converted to the Free Subscription, insofar as Customer has not deleted it himself. Features and data that belong only to the paid Subscription may lapse as a result. Smardly BV recommends that Customer makes an export of any data he wishes to keep before the end of the Subscription.
7.1. Smardly Team is intended exclusively for Business Customers. Business Customer appoints one or more administrators who manage the Accounts, profiles and cards of Users and who can determine which data Users may change themselves.
7.2. The price of the base licence depends on the number of base profiles in use (tiers). Team Pro licences belong to the Business Customer, not to a User, and can be reassigned to another User free of charge at any time.
7.3. Team Pro licences purchased during the term are charged pro rata until the renewal date of the Team Subscription; licences purchased in the last month of the period are free of charge until that date. Everything renews together on a single date. A reduction in the number of licences and a move to another tier take effect at the next renewal; no refund for the current period follows.
7.4. When a User no longer works for Business Customer, that User's work profile remains the property of Business Customer and cannot be taken along. The User keeps his private account, if any.
7.5. Business Customer is responsible for the lawful processing of the personal data of its Users. Smardly BV acts as processor in this respect; the data processing agreement of Smardly BV forms part of the Agreement.
8.1. Smardly Voice is an App for recording, transcribing and summarising conversations, via the microphone of one's own device and, as soon as available, via supported recording equipment.
8.2. Transcription and summarisation take place on Customer's device. Recordings, transcripts and summaries are stored on the device and in Customer's private iCloud storage. Smardly BV has no access to this data and cannot view, recover or restore it. Customer is responsible for sufficient storage space and for making back-ups.
8.3. Customer is responsible for recording conversations lawfully. Customer informs the other participants in advance that the conversation is being recorded, asks for consent where necessary and complies with applicable laws and regulations, including privacy legislation. Smardly BV is not liable for the way Customer uses the App.
8.4. Transcripts and summaries are generated automatically and may contain errors or omissions. Customer checks these results before using them, in particular for decisions with legal, medical or financial consequences.
8.5. Smardly Voice is not a separate Subscription but part of Smardly Pro and of a Team Pro licence; with it, transcription is unlimited. In the App Store this Subscription is likewise called Smardly Pro. Without Pro or a Team Pro licence, recording is unlimited and transcription is limited to the number per calendar month stated in the App. No Smardly Account is required to use Smardly Voice on its own. The Customer may create a Smardly Account to link the App to the other Services, including the digital profile and business card; this is a choice and not a condition. If the Customer takes out the Subscription via the Website, the same rights apply in the App once the Customer signs in with that Account.
8.6. The App runs on the operating systems and devices stated in the App Store. Smardly BV may end support for older versions, subject to its legal obligations regarding updates.
9.1. Customer uses the Services in a manner that is in accordance with the law, these Terms and Conditions and public morality. It is not permitted to publish unlawful, misleading or infringing content through the Services, to send unsolicited messages or to disrupt the operation of the Services.
9.2. If abuse is suspected, Smardly BV may remove the content concerned or (temporarily) block the Account. Smardly BV will inform Customer of this, unless that cannot reasonably be required.
10.1. Smardly BV makes an effort to keep the Services available as well as possible, but does not guarantee uninterrupted availability. Planned maintenance is announced in advance where possible.
10.2. Smardly BV may improve and change the Services. If a paid Subscription is materially degraded as a result, Customer may cancel the Subscription free of charge with effect from the date on which the change takes effect.
10.3. Web addresses and QR codes linked to supplied NFC products keep working for as long as the associated Account exists.
11.1. All rights to the Website, the Apps, the software and the design of the Services rest with Smardly BV or its licensors. Customer obtains a non-exclusive, non-transferable right to use the Services for the duration of the Agreement.
11.2. Content that Customer enters or uploads himself, such as profile details, logos and images, remains the property of Customer. Customer grants Smardly BV permission to use this content insofar as necessary to provide the Services, and warrants that he holds the necessary rights.
12.1. Once the order has been received by Smardly BV, Smardly BV ships the Products as soon as possible, subject to paragraph 3. For custom-designed Products, production starts after Customer has approved the design.
12.2. Smardly BV is entitled to engage third parties in performing the Agreement.
12.3. The Website states, in good time before the Agreement is concluded, in what manner and within what period the Products will be delivered. If no delivery period has been agreed or stated, Products are in any case delivered within 30 days.
12.4. If Smardly BV cannot deliver the Products within the agreed period, it will notify Customer. Customer may then agree to a new delivery date or dissolve the Agreement free of charge.
12.5. Smardly BV recommends that Customer inspects the delivered Products and reports defects within a reasonable time, preferably in writing. See also the Articles on warranty and conformity.
12.6. As soon as the Products have been delivered at the address provided, the risk passes to Customer. If Customer collects the Products, the risk passes upon handover.
12.7. If the ordered Product is no longer available, Smardly BV may supply a similar Product of similar quality. In that case Customer may dissolve the Agreement free of charge and return the Product free of charge.
13.1. This Article applies exclusively to Consumers.
13.2. Consumer has the right to dissolve a distance contract free of charge within 14 days without giving any reason. This period starts:
13.3. For a Subscription, the right of withdrawal lapses when Consumer expressly declares upon taking it out that he wants the Subscription to start immediately and that he thereby waives his right of withdrawal. Smardly BV keeps that declaration with date and time together with the order. If Consumer withdraws from the purchase of a Product that he bought together with a Subscription as a combination, he receives the full combination amount back and the Subscription ends.
13.4. Consumer can withdraw from the Agreement via the withdrawal function on the Website, with the model withdrawal form or in any other unambiguous manner. No Account is required to withdraw. Smardly BV confirms receipt of the withdrawal without delay. A Subscription taken out via the App Store is withdrawn from via Apple.
13.5. After withdrawing from a purchase, Consumer sends the Product back within 14 days to:
Smardly BV
Mgr. Buxckstraat 8
6134 AP Sittard
13.6. Consumer bears the cost of returning the Product. During the withdrawal period, Consumer handles the Product and packaging with care and uses the Product only to the extent necessary to establish its nature, characteristics and functioning, as he could do in a shop. Consumer is liable only for any diminished value resulting from further use.
13.7. Smardly BV refunds all amounts paid by Consumer, including the cost of standard delivery, as soon as possible and at the latest within 14 days after the withdrawal, in the same way as Consumer paid. If Consumer chose a more expensive delivery method than the cheapest standard delivery, the additional costs are not refunded. Smardly BV may wait with the refund until it has received the Product or Consumer demonstrates that he has sent it back, whichever is earlier.
13.8. The right of withdrawal does not apply to Products made to Consumer's specifications, such as custom-designed or personalised cards.
14.1. Article 13 applies mutatis mutandis to Products ordered by Business Customers, provided that:
14.2. Paid Subscriptions of Business Customers have no right of return.
15.1. Customer pays via the payment methods offered in the ordering process. Smardly BV is free to choose the payment methods it offers. For payment after delivery or on invoice, a payment term of 14 days applies.
15.2. Subscriptions are paid in advance per term. Subscriptions via the App Store are settled through Apple.
15.3. Smardly BV provides invoices digitally, always stating the VAT rate applied and the VAT amount.
15.4. If a payment for a Subscription fails, Smardly BV will notify Customer. If payment still does not follow, Smardly BV may convert the Account to the Free Subscription.
15.5. If Customer does not pay on time and also fails to pay after a written reminder with a period of 14 days, Customer owes statutory interest on the outstanding amount and Smardly BV may charge the extrajudicial collection costs. These amount to at most: 15% of outstanding amounts up to € 2,500, 10% of the next € 2,500 and 5% of the next € 5,000, with a minimum of € 40. Smardly BV may deviate from these amounts and percentages in favour of Customer.
16.1. This Article applies to Consumers. If Smardly BV gives a separate warranty on Products, it applies, without prejudice to the foregoing, to all Customers.
16.2. Smardly BV guarantees that the Products and Services conform to the Agreement, the specifications stated in the offer, the reasonable requirements of soundness and usability and the statutory provisions applicable on the date the Agreement was formed. For Services and Apps, Smardly BV provides the updates needed to keep them in conformity with the Agreement.
16.3. If a Product or Service does not conform to the Agreement, Customer reports this within a reasonable time after discovering the defect.
16.4. If Smardly BV considers the complaint justified, the Product will, after consultation with Customer, be repaired, replaced or refunded, or the Service will be brought into conformity with the Agreement.
17.1. Smardly BV guarantees that the Products conform to the Agreement, the specifications stated in the offer and the reasonable requirements of soundness and usability for normal use.
17.2. If the Product does not conform to the Agreement upon delivery, Business Customer reports this within 7 days after delivery at the latest. If he fails to do so, his claim to repair or replacement because of a defect at delivery lapses.
17.3. If Smardly BV considers the complaint justified, the Products will, after consultation, be repaired, replaced or (partly) refunded.
18.1. Customer can submit complaints about Products, Services or other aspects of the service by telephone, e-mail or post. See the contact details at the end of these Terms and Conditions.
18.2. Smardly BV responds as soon as possible, but in any case within 5 working days after receipt of the complaint. If a substantive response cannot yet be given, Smardly BV confirms receipt within that period and indicates when Customer can expect a substantive response.
18.3. If the parties cannot resolve the matter together, Consumer can submit the dispute to the competent court.
19.1. This Article applies exclusively to Business Customers.
19.2. The total liability of Smardly BV for attributable failure is limited to the price (including VAT) agreed for the Agreement in question. For Subscriptions, liability is limited to the amount Customer paid in the twelve months preceding the event causing the damage.
19.3. Liability for indirect damage, including in any case consequential damage, lost profit, missed savings, loss of data and damage due to business interruption, is excluded.
19.4. Outside the cases mentioned in this Article, Smardly BV bears no liability. The limitations in this Article lapse if and insofar as the damage is the result of intent or deliberate recklessness of Smardly BV or its managers.
19.5. Liability arises only if Customer promptly and properly gives Smardly BV written notice of default, with a reasonable period to remedy, and Smardly BV still fails after that period. The notice of default contains as detailed a description of the failure as possible.
19.6. A condition for any right to compensation is that Customer reports the damage in writing as soon as possible, but at the latest within 30 days after it arises.
19.7. In the event of force majeure, Smardly BV is not obliged to compensate any resulting damage.
20.1. All Products delivered to Business Customer remain the property of Smardly BV until all claims, including interest and costs, have been paid in full.
20.2. As long as ownership has not passed, Business Customer may not alienate or pledge the Products, or grant rights in them to third parties, other than in the course of its normal business operations.
20.3. Business Customer stores the Products delivered under retention of title with care and as recognisable property of Smardly BV.
20.4. Smardly BV may take back these Products if Business Customer does not pay on time or is in, or is about to be in, payment difficulties, and Business Customer grants Smardly BV access for that purpose.
21.1. Smardly BV processes Customer's personal data in accordance with its privacy statement: https://smardly.com/nl/privacy
21.2. For the Services to Customer, Smardly BV acts as controller within the meaning of the GDPR. For Smardly Team, Smardly BV acts as processor for Users' data, see Article 7.5.
21.3. Recordings, transcripts and summaries in Smardly Voice are not processed or stored by Smardly BV, see Article 8.2.
22.1. Smardly BV may amend these Terms and Conditions. Amendments are announced at least 30 days before they take effect, by e-mail or in the App.
22.2. If Customer does not agree with an amendment that is to his disadvantage, he may cancel the Subscription free of charge with effect from the date on which the amendment takes effect.
23.1. The Agreement is governed by Dutch law. A Consumer retains the protection afforded to him by the mandatory law of his country of residence.
23.2. Insofar as mandatory law does not provide otherwise, disputes are submitted to the competent court in the district where Smardly BV is established.
23.3. If a provision of these Terms and Conditions turns out to be void, this does not affect the validity of the remaining provisions. In that case the parties will agree on a replacement provision that comes as close as possible to the intent of the original provision.
23.4. In these Terms and Conditions, "in writing" also includes communication by e-mail, provided the identity of the sender and the integrity of the message are sufficiently established.
If you have questions, complaints or comments after reading these Terms and Conditions, please do not hesitate to contact us.
Smardly BV
Mgr. Buxckstraat 8
6134 AP Sittard
Telephone: +31 85 743 00 23
E-mail: [email protected]
Chamber of Commerce number: 80435602
VAT number: NL86171995B01
Previous version
(29 September 2020, pdf)
Privacy statement
Data processing agreement Smardly Team
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