This document constitutes a legally binding agreement between you (the "User") and Signify Netherlands B.V. ("Signify," "we," "us," or "our"). These Terms of Use govern your access to and use of all Signify web properties, including but not limited to websites, mobile applications, and online services (collectively, the "Web Site" or "Services").
For Business Users: If you are accessing our Services on behalf of a company or legal entity, you represent that you have the authority to bind that entity to these terms, and "you" refers to both you individually and the entity you represent.
Effective Date: January 28, 2019
This document is available in multiple languages for your convenience. Please note that in case of any discrepancies, the English version shall prevail.
1Acceptance of Terms of Use
Overview
By accessing or using this Web Site, you enter into a binding legal contract with Signify Netherlands B.V. This contract governs all interactions with our digital properties. If you do not agree to be bound by all provisions contained herein, you must immediately cease using the Web Site and all related services.
This section establishes the foundational contractual relationship between the user and Signify, creating mutual rights and obligations under Dutch law. Your continued use of the Services constitutes ongoing acceptance of these terms and any subsequent modifications.
Legal Framework (Contract Formation)
Under contract law principles, your use of the Web Site constitutes an offer, and these Terms of Use represent Signify's acceptance conditions. By accessing the Services, you form a binding bilateral agreement. This is legally classified as a "browsewrap" agreement, where continued use signifies consent to the contractual terms displayed on the site.
The agreement is governed by Dutch contract law and the principles established in the Dutch Civil Code (Burgerlijk Wetboek), particularly Books 3 and 6 concerning general provisions and the law of obligations.
Key Commercial Implications:
- Binding Agreement: Access to the Web Site creates immediate contractual obligations, enforceable in accordance with Dutch law
- Scope of Agreement: Covers all content, data, materials, transactions, and communications conducted through the Web Site
- Additional Terms: Specific services or transactions may be subject to supplementary terms that either complement or supersede these general provisions
- Corporate Access: Business users must ensure they have proper authority to bind their organization to these terms
- Multilingual Versions: In case of conflicts between language versions, the English version shall prevail
Business Application Example
A procurement manager at a lighting distributor accesses the Signify B2B portal to review product specifications and pricing. By logging into the portal, they automatically accept these Terms of Use on behalf of their company. If they proceed to place an order, additional purchase terms may apply alongside these general website terms.
2Modification of Terms
Overview
Signify reserves the unilateral right to amend, modify, update, or replace any provision of these Terms of Use at any time without prior notice. Amendments become effective immediately upon posting to the Web Site. Your continued use of the Services following any modification constitutes acceptance of the revised terms.
This provision ensures Signify can adapt to changing legal requirements, business needs, technological developments, and security considerations. Users bear the responsibility to regularly review these terms to stay informed of any changes.
Legal Framework (Contractual Modification Rights)
This clause is legally classified as a "unilateral modification provision" or "amendment clause." While generally enforceable under Dutch contract law, such provisions are subject to reasonableness standards (redelijkheid en billijkheid) under Article 6:248 of the Dutch Civil Code.
For consumer contracts within the EU, the Unfair Terms in Consumer Contracts Directive (93/13/EEC) may limit the enforceability of unrestricted modification rights. However, for B2B relationships between commercial entities, greater contractual freedom typically applies, particularly where parties have relatively equal bargaining power.
The "continued use equals acceptance" mechanism creates what contract lawyers call "implied consent through performance." This differs from explicit consent but remains legally valid for website terms of use.
Key Commercial Implications:
- No Vested Rights: Users cannot rely on terms remaining unchanged; periodic review is essential for business planning
- Immediate Effect: Changes take effect upon posting without notice period, potentially affecting ongoing transactions
- Service Modification Rights: Signify may discontinue, suspend, or modify any aspect of the Web Site without liability
- Access Termination: Signify reserves the right to restrict or terminate user access at any time, for any reason, without prior notice or explanation
- Risk Management: Business users should implement internal procedures to monitor terms for material changes affecting their operations
Business Advisory
For enterprise customers or those with significant commercial relationships with Signify, we recommend:
- Implementing periodic review schedules (e.g., quarterly) to check for terms updates
- Archiving accepted versions of terms for contract compliance documentation
- Consulting legal counsel if material changes affect your business relationship
- Considering whether separate Master Services Agreements or B2B contracts provide more stable terms
3Privacy Policy
Overview
All personal information collected, processed, or stored through the Web Site is governed by Signify's Privacy Policy, which is incorporated into these Terms of Use by reference. The Privacy Policy constitutes a separate but complementary agreement addressing data protection obligations under applicable law.
For business users, this includes not only individual user data but also business contact information, account credentials, usage analytics, and any information submitted through web forms, portals, or communication channels.
Legal Framework (Data Protection Compliance)
This provision operates under the framework of the General Data Protection Regulation (GDPR) (EU) 2016/679, which applies to all processing of personal data of individuals in the European Union. Additionally, the ePrivacy Directive 2002/58/EC (as amended) governs electronic communications privacy.
Signify acts as a "Data Controller" (as defined in Article 4(7) GDPR) for personal information collected through the Web Site. This creates specific obligations including:
- Lawful processing bases (GDPR Article 6)
- Transparency obligations (GDPR Articles 13-14)
- Data subject rights facilitation (GDPR Articles 15-22)
- Security measures implementation (GDPR Article 32)
- Breach notification procedures (GDPR Articles 33-34)
Key Commercial Implications:
- Integrated Agreement: Privacy Policy terms are contractually binding as part of these Terms of Use
- B2B Context: Business contact data (email addresses, names, phone numbers) is still considered personal data under GDPR
- Consent Mechanisms: Different legal bases may apply to different types of processing (contract performance, legitimate interests, consent)
- International Transfers: Check Privacy Policy for details on data transfers outside the EU/EEA and adequacy mechanisms
- Third-Party Processing: Signify may engage sub-processors; review Privacy Policy for current list of service providers
B2B Data Processing Example
A facilities manager creates an account on the Signify B2B portal using their corporate email address. This personal data is processed under Article 6(1)(b) GDPR (processing necessary for contract performance). However, when Signify sends them marketing emails about new products, this requires either consent (Article 6(1)(a)) or legitimate interest (Article 6(1)(f)) as the legal basis, depending on the circumstances and existing customer relationship.
4Disclaimers and Warranties
Overview: Disclaimers (Legally Known as "Exclusion of Warranties")
Signify provides the Web Site and all associated content on an "as is" and "as available" basis without any warranties or representations of any kind. This means we make no promises about the accuracy, reliability, completeness, or fitness for any particular purpose of the information provided.
All implied warranties that would normally apply under commercial law are explicitly disclaimed to the maximum extent permitted by applicable law. This includes implied warranties of merchantability, satisfactory quality, fitness for particular purpose, and non-infringement.
Legal Term: Warranty Exclusions
Legal Definition: A "warranty" is a contractual promise or guarantee about the quality, condition, or characteristics of goods or services. Warranty "exclusions" or "disclaimers" are contractual provisions that eliminate or limit these promises.
Under Dutch law, this provision invokes Articles 6:89 and 7:17 of the Dutch Civil Code, which allow parties to exclude or limit warranty obligations, subject to reasonableness standards. The exclusion of warranties is broader in B2B contexts than in consumer transactions.
The disclaimer encompasses both:
- Express Warranties: Direct promises or guarantees about the Web Site's functionality or content
- Implied Warranties: Warranties that law would ordinarily impose, including:
- Merchantability (Article 7:17 Dutch Civil Code)
- Fitness for particular purpose
- Title and non-infringement
The phrase "to the extent permitted by law" recognizes that certain jurisdictions (particularly in consumer contexts) prohibit complete warranty exclusions. However, between commercial parties of relatively equal bargaining power, such exclusions are generally enforceable.
Key Commercial Implications:
- No Service Level Guarantees: No warranty of uptime, availability, or uninterrupted access to the Web Site
- Content Accuracy: Technical specifications, product information, and pricing are provided without guarantee of accuracy or completeness
- Virus/Malware Risk: No warranty that the Web Site or downloadable content is free from harmful code
- Third-Party Services: Signify disclaims responsibility for internet service provider interruptions, hosting provider failures, or network issues
- Suitability Assessment: Users must independently verify that Web Site content meets their specific requirements
- No Confidentiality: Public website environment means users should not submit confidential or proprietary information
Critical Business Advisory
For Commercial Decision-Making: Do not rely solely on Web Site content for critical business decisions, purchasing commitments, or technical implementations. Always:
- Verify technical specifications directly with Signify sales representatives
- Request written confirmation of pricing, availability, and delivery terms
- Download and archive important content, as Signify may modify or remove it without notice
- Maintain independent backups; Signify has no obligation to preserve user-submitted content
- Consider separate service agreements with defined service levels for mission-critical applications
Practical Application Scenario
A building contractor downloads lighting specifications from the Signify website to prepare a project bid. Later, they discover the specifications were outdated and the actual product has different lumen output. Due to the "as is" disclaimer, Signify is not liable for the contractor's reliance on the outdated information. The contractor should have requested verified specifications from a sales representative before submitting their bid.
5Registration and Account Security
Overview: User Account Creation (Legally Known as "Registration Requirements and Account Security Obligations")
Certain areas of the Web Site, particularly B2B portals, customer dashboards, and premium content sections, require user registration. Registration is provided free of charge but creates specific contractual obligations regarding account maintenance and security.
Upon registration, you must provide accurate, current, and complete information. You are solely responsible for maintaining the confidentiality of your login credentials and for all activities conducted under your account, whether authorized by you or not.
Legal Term: Account Liability and Vicarious Responsibility
Legal Definition: "Account liability" refers to legal responsibility for all actions taken using your account credentials. "Vicarious responsibility" means being held liable for acts of others when those acts result from your failure to exercise reasonable care.
This provision establishes what contract law terms "strict liability" for account usage. Under Dutch law principles of zuiverheid (duty of care), account holders bear responsibility for securing access credentials. This creates vicarious liability for unauthorized use resulting from negligence in credential protection.
The legal framework encompasses:
- Duty of Disclosure: Obligation to provide truthful registration information (Article 6:162 Dutch Civil Code regarding wrongful acts)
- Duty of Care: Reasonable security measures for credential protection
- Notification Obligation: Immediate reporting requirement for security breaches
- Signify's Reservation of Rights: Unilateral right to refuse, modify, or terminate accounts
Key Commercial Implications:
- Corporate Account Management: Organizations must implement internal access controls; a single account should not be shared among multiple employees
- Password Security Standards: Users must maintain unique, complex passwords and update them regularly according to industry best practices
- Unique Credentials Required: Duplicate usernames and email addresses are prohibited; each registration must be distinct
- Email Verification: Valid, accessible email address required for account confirmation and important notifications
- Signify's Termination Rights: Accounts may be terminated for inappropriate usernames, policy violations, or at Signify's sole discretion
- Activity Attribution: All actions taken under an account are legally attributed to the registered account holder
- No Warranty of Access: Signify may deny registration from specific email providers or ISPs without explanation
Enterprise Account Management Best Practices
For Business Users: Organizations should implement the following controls:
- Designate specific authorized individuals for account creation and management
- Use role-based email addresses (e.g., procurement@company.com) rather than personal addresses where appropriate
- Implement password management policies (complexity, rotation, multi-factor authentication where available)
- Maintain documentation of who has access to corporate accounts
- Establish procedures for immediate credential changes when employees with account access leave the organization
- Monitor account activity for unauthorized or suspicious transactions
- Promptly report suspected unauthorized access to digital.marketing.support@signify.com
B2B Account Liability Scenario
An electrical contractor creates a Signify B2B account and shares the password with three office staff members. One staff member places an unauthorized order worth €50,000. Despite the contractor not personally authorizing the order, they remain legally liable because they failed to maintain proper credential security. The account holder is responsible for all activities occurring under their account due to their conduct, inaction, or negligence.
6User Content and Contributor Obligations
Overview
This section addresses User-Generated Content Responsibilities (legally known as "Content Submission Standards and License Grant"). When you submit, post, upload, or transmit any content, materials, data, text, images, or other information to the Web Site ("User Content"), you grant Signify extensive rights while accepting significant responsibilities and potential liabilities.
You warrant that all User Content is appropriate, lawful, non-infringing, and suitable for publication. Additionally, you grant Signify a perpetual, worldwide, royalty-free license to use your submissions across all media and platforms.
Legal Framework (Intellectual Property License and Warranties)
This provision creates what intellectual property law terms a "non-exclusive, perpetual, irrevocable, worldwide, royalty-free license" with full sublicensing and transfer rights. Legally, this is one of the broadest forms of content licenses possible without constituting an outright assignment of intellectual property rights.
The legal structure encompasses several key elements:
- Representation and Warranty: You legally guarantee non-infringement and proper authorization
- License Scope: Includes rights to reproduce, modify, adapt, publish, translate, create derivative works, distribute, publicly perform, and publicly display
- Perpetual Duration: License continues indefinitely, even after account termination
- Irrevocability: Cannot be withdrawn or terminated once granted
- No Compensation: Royalty-free means Signify owes no payment for use of your content
- Sublicensing Rights: Signify may grant third parties rights to use your content
Prohibited Content Categories:
- Unlawful Content: Material violating any applicable laws or regulations
- Defamatory Material: Content injurious to reputation or business standing of persons or entities
- Harmful Content: Material causing or threatening harm to persons or property
- Privacy Violations: Content infringing any person's legal rights to privacy or publicity
- Inappropriate Material: Pornographic, obscene, profane, vulgar, indecent, or threatening content
- Discriminatory Content: Culturally, ethnically, or otherwise objectionable material
- Illegal Activity Promotion: Content suggesting or encouraging unlawful conduct
- Malicious Code: Viruses, malware, or other destructive elements
- Spam and Solicitation: Chain letters, pyramid schemes, unsolicited commercial messages
- Misleading Information: Forged headers, manipulated identifiers, or disguised origins
Critical Business Considerations
Before Submitting Business Content:
- Intellectual Property Clearance: Ensure you own or have proper licenses for all submitted content
- Confidential Information: Never submit trade secrets, proprietary business information, or confidential data
- Third-Party Rights: Verify that content does not infringe patents, copyrights, trademarks, or trade dress
- Employee-Created Content: Confirm your organization owns rights to content created by employees
- Contractor/Vendor Materials: Verify contractual rights to submit work created by external parties
- Attribution Requirements: Content posted may be used without attribution; do not submit if attribution is required
- Competitive Information: Do not post information about competitors without legal authorization
License Grant Practical Example
A lighting designer posts innovative installation photos to the Signify community forum. By posting, they grant Signify perpetual rights to use these images in marketing materials, product catalogs, training presentations, social media, and any other medium—worldwide, forever, without payment or attribution. Signify can also sublicense these images to distributors or partners. The designer retains ownership but cannot revoke Signify's rights, even if they later delete their account.
7Limitation of Liability
Overview
This section establishes Liability Caps and Exclusions (legally known as "Limitation of Liability" and "Exclusion of Consequential Damages"). Signify's total liability for any claims arising from the Web Site, Content, or User Content is strictly limited to the greater of (a) the amount you paid to use the Web Site, or (b) €50.
Furthermore, Signify is not liable for any indirect, consequential, punitive, special, or incidental damages, even if advised of their possibility. This represents one of the most protective liability limitation provisions under commercial contract law.
Legal Framework (Contractual Liability Limitation)
This clause invokes the Dutch Civil Code's provisions allowing contractual limitation of liability (Articles 6:89, 6:90, and 6:248(2)). Under Dutch law, parties may limit or exclude liability for breach of contract, subject to reasonableness (redelijkheid) and fairness (billijkheid) standards.
The limitation operates on multiple levels:
- Cap on Direct Damages: Maximum liability limited to €50 or fees paid (typically zero for website access)
- Exclusion of Indirect Damages: No liability for:
- Consequential damages (losses flowing from the breach)
- Incidental damages (related but not direct losses)
- Punitive damages (punishment-based awards)
- Special damages (unique circumstances losses)
- Lost profits, revenue, or business opportunities
- Loss of data or business interruption
- Fraud Exception: Liability limitations do not apply to damages arising from fraud or fraudulent misrepresentation
- Jurisdictional Variations: Some jurisdictions prohibit certain liability exclusions; limitations apply only to extent permitted
Key Commercial Implications:
- Minimal Recovery Potential: Even substantial losses are capped at €50 maximum recovery
- No Business Loss Claims: Cannot recover for lost profits, contracts, or business opportunities
- Data Loss Risk: Signify not liable for data loss, corruption, or unavailability
- Third-Party Claims: No liability for damages caused by third parties using the Web Site
- Reliance Risks: Users bear full risk of relying on Web Site information for business decisions
- Service Interruption: No compensation for downtime, unavailability, or service disruptions
- Security Breaches: Limited liability for unauthorized access or data breaches (subject to GDPR obligations separately)
Risk Management for Business Users
Recommended Risk Mitigation Strategies:
- Separate Agreements: For critical business relationships, negotiate separate Master Services Agreements or Terms & Conditions with defined liability levels
- Insurance Coverage: Maintain appropriate business interruption and cyber liability insurance
- Verification Procedures: Implement internal processes to verify critical information obtained from the Web Site
- Backup Systems: Do not rely solely on Signify Web Site for mission-critical operations
- Written Confirmations: Obtain written confirmation from sales representatives for important specifications, pricing, or commitments
- Alternative Suppliers: Maintain backup supplier relationships for time-sensitive requirements
Liability Limitation Application Scenario
A commercial building manager relies on product availability information on the Signify website for a major renovation project. Due to outdated Web Site information, they order products that are actually discontinued, causing a three-month project delay and €500,000 in consequential damages (labor costs, lost rent, contractual penalties). Under this limitation clause, maximum recovery from Signify would be €50, with no recovery for the consequential damages regardless of their magnitude. The manager cannot recover lost rent, penalty payments, or additional costs—only the €50 cap applies.
8Third-Party Content and Software
Overview
This section addresses Third-Party Materials and External Links (legally known as "Disclaimer of Third-Party Content" and "Software Licensing Provisions"). The Web Site may contain hyperlinks to external websites, references to third-party services, and downloadable software. Signify disclaims all responsibility for third-party content and materials accessed through the Web Site.
Any software made available must be used in accordance with applicable license agreements. The presence of a hyperlink does not constitute endorsement, and Signify makes no warranties regarding third-party sites or software.
Legal Framework (Third-Party Disclaimer and Software Licensing)
This provision invokes principles of limitation of liability for third-party conduct under Article 6:170 Dutch Civil Code (no liability for acts of third parties absent special circumstances). It also addresses software licensing under copyright law and the Dutch Author's Rights Act (Auteurswet).
Legal elements include:
- Severance of Liability: Hyperlinks do not create legal responsibility for linked content
- No Endorsement: Links do not imply approval, recommendation, or quality warranty
- Software Licensing: Downloaded software governed by separate End User License Agreements (EULAs)
- Redistribution Prohibition: Software cannot be copied, reproduced, or redistributed except as expressly permitted
- Warranty Disclaimers: Software provided "as is" without merchantability or fitness warranties
Key Commercial Implications:
- Independent Verification Required: Users must independently assess third-party websites and services
- Separate Terms Apply: Third-party sites have their own terms of use and privacy policies
- No Signify Control: Signify does not control, monitor, or verify external content
- Software License Compliance: Users must comply with all applicable EULAs before using downloaded software
- End-User Only: Software typically licensed for end-user use only; commercial redistribution prohibited
- Export Controls: Software may be subject to export control laws restricting international distribution
- No Technical Support: Unless specified in separate agreements, no technical support obligation exists
Third-Party Content Scenario
The Signify website links to a distributor's e-commerce platform for product purchases. A customer clicks the link, places an order, but the distributor fails to deliver or delivers incorrect products. Despite the link originating from Signify's website, Signify bears no liability for the distributor's performance, shipping delays, pricing errors, or product defects. The customer's contract is with the distributor, governed by the distributor's terms and conditions, not with Signify.
9Copyrights and Trademarks
Overview
This section protects Intellectual Property Rights (legally known as "Copyright Protection" and "Trademark Rights Reservation"). All content on the Web Site—including text, graphics, logos, software, design elements, and compilations—is protected by copyright and trademark law. These rights belong to Signify Holding B.V., its affiliates, partners, or licensors.
Special provisions apply to the PHILIPS trademark, which is owned by Koninklijke Philips N.V., a separate legal entity from Signify. Use of the PHILIPS name is exclusively reserved and strictly controlled.
Legal Framework (Intellectual Property Protection)
This provision invokes multiple layers of intellectual property protection under Dutch and European law:
- Copyright Protection: Dutch Author's Rights Act (Auteurswet) and EU Copyright Directive (2001/29/EC) protect original works
- Trademark Protection: Benelux Convention on Intellectual Property (Trademarks and Designs) and EU Trademark Regulation (2017/1001)
- Database Rights: EU Database Directive (96/9/EC) protects compilations and data arrangements
- Design Rights: Benelux and EU design protection for website appearance and layouts
The "all rights reserved" language explicitly preserves all intellectual property rights not expressly granted to users through these Terms.
Prohibited Uses:
- Reproduction: Copying, downloading (beyond temporary caching), or reproducing Web Site content for commercial purposes
- Modification: Altering, adapting, or creating derivative works from protected content
- Distribution: Redistributing, transmitting, or making available content to third parties
- Trademark Use: Using Signify or PHILIPS marks in company names, trade names, domain names, or product names
- Confusing Similarity: Adopting marks similar to PHILIPS or Signify trademarks
- False Affiliation: Implying association, sponsorship, or endorsement by Signify or Philips
PHILIPS Trademark Special Notice
Critical Information for Business Users: The PHILIPS name and related trademarks are owned by Koninklijke Philips N.V., not by Signify. Following the 2016 corporate separation:
- Signify has limited licensing rights to use PHILIPS marks on lighting products for a transitional period
- You CANNOT register domain names containing "PHILIPS"
- You CANNOT use "PHILIPS" in company names, statutory names, or trade names
- Unauthorized PHILIPS trademark use may result in legal action by Koninklijke Philips N.V.
- For trademark licensing inquiries: www.ip.philips.com
- For Signify trademark matters: trademarks.lighting@signify.com
10Proprietary Rights in User Submissions
Overview
This section addresses Public Disclosure of Ideas (legally known as "Publication Effect and Patent Rights Waiver"). The Web Site is public by nature; any information you submit is deemed non-confidential and constitutes a "publication" under patent law. This can destroy patentability of inventions disclosed through User Content.
Legal Framework (Patent Law Publication Bar)
Under the European Patent Convention (EPC) Article 54 and most national patent laws, public disclosure before filing a patent application creates "prior art" that prevents patentability. Posting to a public website constitutes such disclosure.
Critical Warnings for Business Users:
- No Confidentiality: Never submit confidential business information, trade secrets, or unprotected inventions
- Patent Rights Destruction: Public posting may eliminate ability to obtain patent protection in most jurisdictions
- No Obligation to Preserve: Signify has no duty to maintain confidentiality even if you mark submissions as confidential
- IP Clearance Required: Before commercializing ideas from the Web Site, conduct patent searches and obtain proper licenses
- Existing IP May Apply: Publicly posted ideas may already be subject to Signify or third-party patents
11U.S. Copyright Infringement Claims (DMCA)
Overview
This section establishes Copyright Takedown Procedures (legally known as "DMCA Safe Harbor Provisions"). If you believe copyrighted material has been uploaded to the Web Site in violation of your rights, you may file a notice under the U.S. Digital Millennium Copyright Act (DMCA).
Legal Framework (17 U.S.C. § 512(c) Compliance)
The DMCA (17 U.S.C. § 512) provides "safe harbor" protections for online service providers that respond appropriately to copyright infringement notices. To qualify, notices must contain specific statutory elements.
Required Elements of Valid DMCA Notice:
- Signature: Physical or electronic signature of copyright owner or authorized agent
- Work Identification: Identification of copyrighted work(s) claimed to be infringed
- Infringing Material Location: Information sufficient to locate the material (URLs, specific page references)
- Contact Information: Your address, telephone number, and email
- Good Faith Statement: Statement that you believe use is unauthorized
- Accuracy Statement: Statement under penalty of perjury that information is accurate and you have authority to act
DMCA Agent Contact
Mail to:
Signify Netherlands B.V.
Legal Services
High Tech Campus 48
5656AE Eindhoven
The Netherlands
Important: This address is exclusively for DMCA copyright claims. Product inquiries, support requests, or other matters will not receive response through this channel.
12Indemnification and Release
Overview
This section establishes User Liability for Content (legally known as "Indemnification Obligation" and "Hold Harmless Agreement"). You agree to indemnify, defend, and hold harmless Signify from any claims, damages, liabilities, costs, and expenses (including attorney fees) arising from your User Content, Terms violations, or disputes with other users.
Legal Framework (Indemnity Obligations)
Indemnification clauses shift liability from the service provider to the user for certain categories of claims. Under Dutch law (Article 6:162 Dutch Civil Code), parties may contractually allocate liability risks through indemnification agreements.
This provision creates three distinct obligations:
- Indemnify: Reimburse Signify for losses and damages incurred
- Defend: Assume legal defense responsibilities and attorney fees
- Hold Harmless: Shield Signify from liability exposure
Indemnification Triggers:
- Content-Based Claims: Any third-party complaints regarding your User Content (defamation, privacy violations, IP infringement)
- Terms Violations: Claims arising from your breach of these Terms of Use
- Legal Actions: Lawsuits, regulatory proceedings, or government investigations
- User Disputes: Claims by other users regarding your conduct or content
- Attorney Fees: Signify's reasonable legal costs in defending claims
- Identity Disclosure: Signify may reveal your identity to claimants as part of defense
Financial Implications for Business Users
Potential Liability Exposure: Indemnification obligations can result in substantial financial liability:
- Legal defense costs (attorney fees, court costs, expert witnesses)
- Settlement payments or judgments
- Damages awarded to third parties
- Regulatory fines or penalties
Risk Management: Organizations should verify they have adequate Commercial General Liability and Cyber Liability insurance covering indemnification obligations.
Indemnification Application Example
A user posts product reviews containing false statements that harm a competitor's business reputation. The competitor sues Signify for defamation. Under the indemnification clause, the user (not Signify) must pay Signify's legal defense costs (€75,000), plus any settlement or judgment amount (€200,000). Total user liability: €275,000, despite Signify being the named defendant.
13Service Termination Rights
Overview
This section addresses Service Discontinuation (legally known as "Termination Without Cause" and "No Data Preservation Obligation"). Signify reserves the unilateral right to shut down the Web Site, any portion thereof, or individual user accounts at any time, for any reason, without notice, liability, or obligation to preserve content.
Legal Framework (At-Will Termination Rights)
This provision establishes what contract law terms "termination without cause" or "termination at will." Under Dutch commercial law principles, service agreements may include broad termination rights, particularly for free services.
Key Implications:
- No Notice Required: Termination may occur immediately without advance warning
- No Cause Required: Signify need not provide reasons for service discontinuation
- No Data Backup: Signify has no obligation to preserve, backup, or return User Content
- No Liability: No compensation for losses resulting from service termination
- Business Continuity Risk: Organizations must maintain independent backups of critical data
14Product Availability
Overview
Product references on the Web Site do not guarantee availability in your country or region. Contact local Signify offices to confirm product availability and specifications for your market.
15Forward-Looking Statements
Overview
This section provides Safe Harbor Protection (legally known as "Forward-Looking Statements Disclaimer" under the U.S. Private Securities Litigation Reform Act of 1995). Statements about future plans, expectations, or predictions are not guarantees and actual results may differ materially.
Investment Risk Factors:
- Economic and business conditions
- Strategy implementation success
- Acquisition integration risks
- Consumer preference changes
- Regulatory and legal changes
- Competitive market dynamics
For Investors: See SEC filings at www.sec.gov for comprehensive risk disclosures.
16Dispute Resolution and Governing Law
Overview
This section establishes Jurisdictional Framework (legally known as "Choice of Law" and "Forum Selection Clause"). All disputes arising from these Terms or use of the Web Site are governed by Dutch law and subject to the exclusive jurisdiction of courts in Amsterdam, The Netherlands.
Legal Framework (Jurisdiction and Applicable Law)
This provision invokes two distinct legal mechanisms:
- Choice of Law (Governing Law): Disputes governed by Netherlands law, specifically the Dutch Civil Code (Burgerlijk Wetboek)
- Forum Selection (Jurisdiction): Exclusive jurisdiction in District Court of Amsterdam (Rechtbank Amsterdam) and Court of Appeal Amsterdam (Gerechtshof Amsterdam)
Under EU law (Rome I Regulation (EC) No 593/2008), choice of law clauses in B2B contracts are generally enforceable. However, mandatory consumer protection laws may apply regardless of chosen law.
Practical Implications:
- Litigation Location: Disputes must be filed in Amsterdam courts
- Dutch Legal Procedures: Court proceedings conducted according to Dutch civil procedure law
- Language: Court proceedings typically in Dutch; translation costs may apply
- Cost Allocation: Dutch law uses "loser pays" principle for litigation costs
- Travel Requirements: Parties may need to travel to Netherlands for hearings
- Foreign Judgment Enforcement: Amsterdam judgments may require separate enforcement proceedings in other jurisdictions
Consumer Rights Protection
For EU consumers, mandatory consumer protection laws of your country of residence may apply regardless of this choice of law provision. EU Consumer Rights Directive (2011/83/EU) and national consumer protection laws cannot be contractually waived.
Version History & Document Archive
Version History & Document Archive
Current Version: January 28, 2019
Effective Date: January 28, 2019
Document Code: EN-AA-20190128
Archive Link: https://www.signify.com/global/legal/terms-of-use/archive/terms-of-use-en-aa-20190128
Significant Changes in Current Version
The January 28, 2019 revision represents a comprehensive update to align with evolving legal requirements and corporate structure changes. Key modifications include:
- GDPR Compliance Enhancements: Extensive updates to data protection provisions following the May 25, 2018 effective date of the General Data Protection Regulation (EU) 2016/679. Enhanced transparency regarding data collection, processing, and user rights under Articles 13-15 GDPR.
- Privacy Policy Integration: Strengthened contractual linkage between Terms of Use and Privacy Policy as complementary but distinct legal documents. Clarified that Privacy Policy terms are incorporated by reference and binding as part of overall user agreement.
- Corporate Branding Clarifications: Updated intellectual property provisions to reflect Signify's 2016 corporate separation from Philips Lighting. Clarified that PHILIPS trademarks remain owned by Koninklijke Philips N.V., with Signify holding limited licensing rights for lighting products during transitional period.
- User Content License Scope: Refined and expanded scope of license granted to Signify for user-submitted content. Added explicit sublicensing and transferability rights to enable Signify to partner with distributors, marketing agencies, and other third parties in utilizing User Content.
- Jurisdiction and Governing Law: Confirmed exclusive jurisdiction of Amsterdam courts and application of Dutch law for all disputes. Updated to align with Rome I Regulation (EC) No 593/2008 requirements for choice of law provisions in international contracts.
- Forward-Looking Statements Disclosure: Enhanced safe harbor provisions for investor-related communications, incorporating language compliant with U.S. Private Securities Litigation Reform Act of 1995 and EU Market Abuse Regulation (EU) 596/2014.
Review and Compliance Recommendations
For Business Users and Legal Departments:
- Review changes against your organization's risk management and compliance frameworks
- Update internal training materials and user guidelines to reflect current provisions
- Archive this version for contract compliance documentation and audit trails
- Consult legal counsel if terms materially impact existing business relationships or ongoing transactions
- Consider whether separate Master Services Agreements or customized terms provide more appropriate risk allocation for significant commercial relationships
Historical Versions: Previous versions of these Terms of Use remain available in our document archive for reference, audit, and legal review purposes. Organizations requiring access to historical terms for contract compliance analysis or dispute resolution should contact:
Signify Legal Department
Email: legal.terms@signify.com
Address: High Tech Campus 48, 5656AE Eindhoven, The Netherlands