Kabood: Kabood B.V., established in Amsterdam, Chamber of Commerce no. 77339177.
Customer: the entity with whom Kabood has entered into an agreement.
Services: the services provided by Kabood, including the services provided on the Kabood plat- form www.Kabood.io.
Agreement: all agreements entered into by Kabood and Customer.
Parties: Kabood and Customer together.
These terms and conditions will apply to all quotations, offers, activities, orders, Agreements and deliveries of services or products by or on behalf of Kabood.
Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
The Parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the Customer or of third parties.
An Agreement between Kabood and the Customer is established by the Customer's acceptance of an offer made by Kabood. Customer can also request Services directly from the Website. The Agreement is then created at the moment of sending the (automatically generated or not) email from Kabood with the confirmation and acceptance of the application.
Contrary to the provisions of article 6:225 paragraph 2 of the Dutch Civil Code Kabood shall not be bound by a deviating acceptance of an offer of a potential Customer.
An offer is non-binding and valid for 14 days. If another the period of validity is included in the offer or accompanying letter, then that period of validity shall apply.
Kabood has the right to refuse a Customer, at its sole discretion.
The Agreement shall deem to be concluded from the time at which notification containing the acceptance of the offer made by Kabood will be received by Kabood.
Kabood can grant the Customer access to one or more accounts. Each account is linked to a natural person and is made accessible by entering identification and verification details (login details).
Customer acknowledges that providing login details to third parties is not allowed.
The Customer is responsible for his own use of the accounts, the use of the accounts by employees of the Customer and the non-disclosure of login details to third parties.
Any action taken through the Customer's account or an account created by the Customer shall be deemed to be carried out under the responsibility and at the risk of the Customer. If the Customer suspects or has reasonable grounds to suspect that an account has been misused, the Customer must report this to Kabood immediately so that action can be taken.
Kabood shall provide the Customer with a defined storage space on a server to store its data. Kabood shall inform the Customer in a timely manner if the storage space is insufficient to store the data. If the Customer subsequently does not order additional storage space for a fee, data that are in excess of the available storage space will no longer be stored.
Kabood shall ensure that the stored data are accessible as far as technically possible.
The Customer shall not be entitled to transfer this storage space partly or entirely for the use of third party, with or without a fee.
The Customer guarantees not to store information in the storage space if the provision, publication or use of such information is in violation of the law or any agreements with third par- ties.
Kabood shall, to the extent technically feasible, take suitable and reasonable precautions against data loss and to prevent unauthorised access by third parties to the Customer’s data.
Customer is solely responsible for all data stored on Customer’s account and guarantees that all data Provided by Customer to the Service and/or Kabood, does not infringe on any rights, including, but not limited to any rights of intellectual property, and indemnifies Ka- bood for any breach of this warranty and/or claim arising out of the publication or other use of data provided by Customer.
Kabood reserves the right to delete or make unavailable any data normally accessible to Customer, if Kabood has any reason to believe the data breaches the rights of third parties, without any right to compensation for Customer.
Upon termination of the contractual relationship and at the written request of the Customer, Kabood will provide a copy of the Customer's data stored on its servers at the time of termination of the contractual relationship on a standard commercial data carrier or by electronic transmission and in a standard format.
After the expiry of 30 days from the end of the contractual relationship or, at the request of the Customer, for this period, Kabood will permanently and completely delete the Customer's data stored on its servers and provide written confirmation thereof to Customer. This process is subject to mandatory legal storage obligations.
Kabood is not obliged to provide its data to the Customer contrary to these provisions (in particular as regards time, format or migration). Divergent transmission of the Customer's data will require Kabood's prior written consent and separate compensation by the Customer.
The Customer is aware that the use and processing of personal data within the meaning of the applicable domestic and/or foreign data protection legislation, in particular and as far as applicable the EU General Data Protection Regulation (“EU-GDPR”) may require the prior consent of the affected persons and/or the registration of the relevant database with a domestic or foreign authority. Kabood is, as far as applicable, fully compliant with the regulations of the EU-GDPR.
All prices used by Kabood are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise. The Customer is responsible for any sales tax- es due.
Kabood is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
Kabood expressly reserves the right to adjust prices of any current agreement annually. Kabood will communicate price adjustments to the Customer prior to the moment the price increase becomes effective.
If the Customer does not pay within the agreed term, Kabood is entitled to charge an inter- est of 8% per year (0,66 % per month) from the day the Customer is in default. .
When the Customer is in default of payment and Kabood has incurred extrajudicial collection costs to collect fees payable to it, then Customer may be required by Kabood to compensate Kabood for such costs.
If the Customer does not pay on time, Kabood may suspend its obligations until the Customer has met his payment obligation, including, but not limited to blocking access to the services Service or extraordinarily terminate the contractual relationship. The Customer shall have no access to the data saved by it in the Service during the block. In the event of a termination, Section 13.2 shall apply.
In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the Customer, the claims of Kabood on the Customer are immediately due and payable.
If the Customer refuses to cooperate with the performance of the Agreement by Kabood, he is still obliged to pay the agreed price to Kabood. The Customer waives the right to suspend the fulfilment of any obligation arising from the Agreement. And waives his right to settle any debt to Kabood with any claim on Kabood.
Kabood executes the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. Insofar as under any Agreement, Kabood has undertaken an obligation, this obligation applies only as a commitment to take best efforts, and not as a commitment to achieve a specific result.
Kabood reserves the right to have the agreed services (partially) performed by third parties.
Kabood is allowed to modify the Software (Service, including its system requirements) for the purposes of adapting to technical or commercial market changes and for good cause. For example due to
It is the responsibility of the Customer that Kabood can start the implementation of the Agreement on time. If the Customer has not ensured that Kabood can start the implementation of the Agreement in a timely fashion, Kabood reserves the right to charge the resulting additional costs and/or extra hours, which shall be paid unconditionally by Customer.
The Customer shall make available to Kabood all information, data and documents relevant to the correct execution of the Agreement in time and in the desired format and manner.
The Customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless other- wise ensuing from the nature of the Agreement.
If the Customer does not timely and properly provide the information, data or documents reasonably required by Kabood and the execution of the Agreement is delayed because of this, Kabood reserves the right to charge the resulting additional costs and/or extra hours, which shall be paid unconditionally by Customer.
The Agreement between Kabood and the Customer is entered into for the duration of twelve months, unless Parties have expressly agreed otherwise in writing.
If a fixed-term contract has been entered into, it shall be extended automatically by the same period at the end of the term, unless 1 of the Parties terminates the contract with due observance of a notice period of 1 month.
Either party may wholly or partially terminate the agreement with immediate effect in writing without notice of default if the other party is granted – provisional or non-provisional – court protection from creditors, if an application for bankruptcy is made in respect of the other party, if the company of the other party is wound up or terminated other than for the purpose of restructuring or amalgamation of companies. Kabood is never obliged to refund any monies already received or to pay compensation on account of the termination referred to in this paragraph. If the customer is finally in a state of liquidation, the right of the customer to use the software, web shop, websites, etc, provided and the right of the customer to access and/or use Kabood’s services end without termination on the part of Kabood be- ing required.
The entitlement to dissolve the agreement on account of an attributable failure in the performance of the Agreement only accrues to one party or the other if the other party, in all cases following the most detailed possible written notice of default in which a reasonable period of time is given to remedy the failure, attributably fails in the fulfilment of essential obligations under the agreement. Customer payment obligations and all obligations to assist and/or provide information by the customer or a third party to be brought in by the Customer count as essential obligations under the agreement in all cases.
All intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all content uploaded to the Services by or on behalf of Customer, including all content uploaded by Kabood on request of Customer, shall remain with its respective owner.
Kabood retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, that form a part of the services, such as the look and feel of the platform www.kabood.io etc.
The Customer treats any information it receives (in whatever form) from Kabood as confidential. The same applies to all other information concerning Kabood of which it knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its dis- closure may cause damage to Kabood. The Customer takes all necessary measures to en- sure that it keeps the information referred to in this paragraphs secret.
Kabood treats any information it receives (in whatever form) from Customer as confidential. The same applies to all other information concerning Customer of which it knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to Customer. Kabood takes all necessary measures to ensure that it keeps the information referred to in this paragraphs secret.
The obligation of secrecy described in this article does not apply to information:
The confidentiality obligation described in this article applies for the duration of the underlying Agreement and for a period of 3 years after the end thereof.
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, knowhow or algorithms relevant to the Services or any software, documentation or data related to the Services; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Kabood or authorised within the Services); or remove any proprietary notices or labels.
Kabood cannot guarantee availability of the Service at all times and absence of any other disruptions and interruptions to the functioning. Kabood shall take appropriate measures to make it possible for the Customer to use the Service as interruption-free as possible.
The Customer shall notify Kabood of any disruptions to the Service without delay and provide information regarding the details of the circumstances of the issue. Kabood shall remedy the disruption to the Service within an appropriate period of time. Kabood is entitled to circumvent the disruption to the Service by means of a workaround solution if the cause of the disruption itself is only to be remedied with inappropriate expense and the usability of the Service is not significantly negatively affected.
The Customer must examine a product or service provided by Kabood as soon as possible for possible shortcomings. If a delivered product or service does not comply with what the Customer could reasonably expect from the Agreement, the Customer must inform Kabood of this as soon as possible, but in any case, within 2 weeks after the discovery of the short- comings.
The Customer gives a detailed description as possible of the shortcomings, so that Kabood is able to respond adequately. The Customer must demonstrate that the complaint relates to the Agreement.
If a complaint relates to ongoing work, this can in any case not lead to Kabood being forced to perform other work than has been agreed.
Every right of the Customer to compensation from Kabood shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.
Except as represented otherwise in the Agreement, the services are provided “as is”. Other than as expressly provided in the Agreement, Kabood makes no other warranties, express or implied, and hereby disclaims all implied warranties, including any warranty of merchantability and warranty of fitness for a particular purpose.
Kabood is only liable for any damage the Customer suffers if and insofar as this damage is caused by intent or gross negligence. If Kabood is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an Agreement. Kabood is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
If Kabood is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
All images, photos, colours, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and can not lead to any compensation and/or (partial) dissolution of the Agreement and/or suspension of any obligation.
In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Kabood in the fulfilment of any obligation to the Customer cannot be attributed to Kabood in any situation independent of the will of Kabood, when the fulfilment of its obligations towards the customer is prevented in whole or in part or when the fulfilment of its obligations cannot reasonably be required from Kabood .
The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
If a situation of force majeure arises as a result of which Kabood cannot fulfil one or more obligations towards the Customer, these obligations will be suspended until Kabood can comply with it. From the moment that a force majeure situation has lasted at least 30 calendar days, both Parties may dissolve the Agreement in writing in whole or in part.
If a situation of force majeur arises and Kabood suspends its obligations, customer can also opt to suspend its payment obligations for the duration of the suspension of the services by Kabood. Kabood does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.
If, after the conclusion of the Agreement and before its implementation, it appears necessary to change or supplement its contents, the Parties shall timely and in mutual consultation adjust the Agreement accordingly.
Kabood is entitled to amend or supplement these general terms and conditions. Changes of minor importance can be made at any time. Major changes in content will be discussed by Kabood with the Customer in advance as much as possible.
If Kabood enters into an Agreement with several Customers and/or entities, each of them shall be jointly and severally liable for the full amounts due to Kabood under that Agreement.
The Customer can not transfer or assign any rights deriving from an Agreement to a third party, nor can Customer encumber them with a security right without the express prior con- sent of Kabood. This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.
Any general terms and conditions of the Customer are here with expressly objected to. Their application to the contractual relationship between Kabood and the Customer is excluded.
If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions. A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Kabood had in mind when drafting the conditions on that issue.
Dutch law is exclusively applicable to all Agreements. The court in Amsterdam is exclusively competent in case of any disputes between Parties, unless the law prescribes otherwise.