General terms and conditions of Kanban Ease
These general terms and conditions are about Kanban Ease. Please read the terms and conditions below carefully.
Article 1 Definitions
1.1 General terms and conditions: these general terms and conditions of Kanban Ease.
1.2 Service(s): the Service(s) as further specified in this agreement concluded between Kanban Ease Client.
1.3 Kanban Ease: a trade name of the private limited liability company SkillSource B.V. Statutory office in Geldrop and registered with the Chamber of Commerce under file number 51432846.
1.4 Client: any (legal) person who has concluded an agreement with Kanban Ease.
Article 2 Quotations and offers
2.1 Stipulations that deviate from the provisions included in the general terms and conditions only apply if and insofar as they have been concluded in writing and/or via e-mail in consultation with Kanban Ease and have been accepted as such by Kanban Ease.
Article 3 Commencement of the agreement
3.1 An agreement is concluded as soon as a signed agreement has been received and accepted in an unchanged state by Kanban Ease;
3.2 The commencement date stated as such on the agreement serves as the commencement date for the subscription. If the effective date is not stated, the acceptance date will serve as the effective date. The Client will receive confirmation of acceptance by e-mail.
Article 4 Termination of agreement
4.1 The Service will be provided by Kanban Ease to the Client during the term as agreed between the parties.
4.2 Both the Client and Kanban Ease can terminate the agreement in writing on a monthly basis, subject to a notice period of one month.
4.3 If the Client fails to fulfill one of its obligations towards Kanban Ease or Kanban Ease has good reason to fear that the Client will not fulfill its obligations and the Client is unable to provide adequate security for the fulfillment of the obligations at Kanban Ease’s first request to fulfill its obligations, Kanban Ease has the right to suspend (further) execution of the agreement(s) concluded with the Client, or to dissolve this agreement(s) in whole or in part, without prejudice to Kanban Ease’s right to compensation .
Article 5 Force majeure
5.1 Force majeure with regard to the agreement is understood to mean everything that is understood in law and case law, as well as disruptions of a technical nature that are not under the control of Kanban Ease.
5.2 Kanban Ease is not obliged to fulfill its obligations under the agreement if compliance has become impossible due to force majeure.
5.3 The Client declares not to hold Kanban Ease responsible or liable for any damage due to failure/downtime, unavailability of the website/server and/or for loss of data and/or for loss of income due to technical or other malfunctions; unless these are or will be caused by gross negligence.
Article 6 Prices
6.1 Payment is made monthly.
6.2 All prices for Kanban Ease Services will be charged from the conclusion of the agreement. Kanban Ease prepares its invoices in Euros. All amounts stated in these general terms and conditions and the agreement are exclusive of turnover tax (VAT) and other levies imposed by the government, unless stated otherwise.
6.3 Changing prices is only possible if Kanban Ease notifies the client at least one month in advance.
6.4 In the event of non-payment, breach of contract or any other event, at the discretion of Kanban Ease, Kanban Ease has the right to (temporarily) block the Service. The costs arising from the agreement will continue unabated during a period in which the Service is blocked.
6.5 The costs of troubleshooting the Service(s) will be borne by Kanban Ease, unless: – Client has used the Service(s) improperly; – Client has acted contrary to the agreement or the general terms and conditions regarding use of the Service(s); – The malfunction can otherwise be attributed to the Client.
Article 7 Payment terms
7.1 The Client’s payment obligation commences on the day the agreement is concluded.
7.2 Payment must be made within 14 days after the invoice date, in a manner to be specified by Kanban Ease in the currency in which the invoice was declared. The moment of payment is the moment that the amount due has been received by Kanban Ease.
7.3 The compensation due under the agreement is exclusive of VAT and any other levies resulting from legal regulations. The Client is also liable for the compensation arising from these conditions.
7.4 If the Client has not paid on time, the Client will be informed of this and a further payment term will be offered. If payment has not been made within that period, the Client will be in default without further notice of default.
7.5 From the moment the Client is in default, Kanban Ease is entitled to block access to the Services. In addition, Kanban Ease will charge the statutory collection costs from that moment on. These collection costs amount to 15% of the outstanding amount with a minimum of € 40.
7.6 In addition to the collection costs referred to in Article 7.5, Kanban Ease will also charge statutory (commercial) interest from the moment the Client is in default. Any costs for a lawyer, bailiff, etc. will also be borne by the Client.
Article 8 Use of Services
8.1 To gain access to the Services, the Client must have login details provided by Kanban Ease.
8.2 The Client is responsible for the confidentiality and secrecy of the login details made available by Kanban Ease.
8.3 The Client is liable for the (unlawful) use by third parties of the login details and for all actions or expressions made via the Client’s account.
8.4 If third parties gain access to the Client’s account, without this being attributable to the Client, the Client must report this to Kanban Ease immediately after discovery.
8.5 Kanban Ease is never liable for any damage that the Client may suffer as a result of unauthorized access to his account by third parties.
8.6 The Client indemnifies Kanban Ease against any claims that third parties may assert as a result of damage caused by unlawful access to the Client’s account.
8.7 The Client must immediately inform Kanban Ease if any changes occur in the name, e-mail address(es) or other details of the Client.
8.8 If the Service delivered by Kanban Ease does not meet the requirements, the Client is obliged to report this to Kanban Ease within five (5) days after discovery.
Article 9 License
9.1 All intellectual or industrial property rights to all Services developed or made available under the Agreement, including but not limited to software, including the source code, databases, equipment or other materials such as analyses, designs, documentation, reports, as well as preparatory material , are vested solely in Kanban Ease or its licensors.
9.2 The Client only obtains the user rights and powers expressly granted by these Terms and Conditions, other terms and conditions or otherwise. For the rest, the Client will not reproduce or make copies of the Software or other materials.
9.3 The Client is not permitted to place any brand or identification marks on the Software or via the Kanban Ease site, and/or any indications regarding copyrights, trade names or other intellectual property rights, including indications regarding the confidential nature and secrecy of the Software, modify or delete, or modify or imitate the Software or any parts thereof.
9.4 Any other liability or indemnification obligation of Kanban Ease due to violation of intellectual or industrial property rights of third parties is excluded if caused by the use of the supplied Software in a form not modified by Kanban Ease, in connection with or Software provided, or in a manner other than for which the Software was developed or intended.
Article 10 Intellectual property
10.1 It is not permitted to resell or otherwise trade, distribute, copy or make available the software, modules or other products or Services other than through the agreed Services via Kanban Ease.
10.2 If the Client acts contrary to the provisions of Article 9.1, the Client owes an immediately payable fine of Euro 6,000 (six thousand euros) and an additional fine of € 500 (five hundred euros) per day, for each day that the violation continues with a maximum of €50,000 (Fifty Thousand Euros).
Article 11 Liability
11.1 Kanban Ease excludes any liability for indirect damage suffered by the use of the Services provided by Kanban Ease, with the exception of situations in which the damage is directly attributable to intent or gross negligence on the part of Kanban Ease, its management and /or managerial staff.
11.2 Any liability is limited to the amount paid out under the applicable insurance agreement in the relevant case.
11.3 Direct damage should exclusively be understood to mean: the reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions, any reasonable costs incurred to remedy the defective performance of to have Kanban Ease comply with the agreement, insofar as these can be attributed to Kanban Ease and reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to limitation of direct damage as referred to in this article .
11.4 Kanban Ease is in any case never liable for the following damage items: Consequential damage, lost profits, missed savings, damage due to business stagnation, death and personal injury
11.5 If, with the exception of what is stated in Article 11.2, for whatever reason no payment is made under the said insurance, Kanban Ease’s liability is limited to a maximum of the invoice value of the order, or at least to that part of the order to which the liability relates.
11.6 The client indemnifies Kanban Ease against claims from third parties arising from or related to the execution of the agreement
11.7 Kanban Ease’s activities depend on the cooperation, services and deliveries of third parties, over which Kanban Ease has little or no influence. Kanban Ease can therefore in no way be held liable for any damage whatsoever arising from the relationship with Kanban Ease or its termination, regardless of whether the damage arises or becomes visible during the relationship with Kanban Ease.
11.8 Kanban Ease cannot be held liable for damage in any form caused by sending confidential or secret information. Kanban Ease is not liable for security or misuse by third parties of the data that is stored.
Article 12 Force majeure
12.1 Force majeure with regard to the agreement means everything that is understood in law and case law, as well as disruptions of a technical nature that are not under the control of Kanban Ease.
12.2 Kanban Ease is not obliged to fulfill its obligations under the agreement if compliance has become impossible due to force majeure.
12.3 The Client declares not to hold Kanban Ease responsible or liable for any damage due to failure/downtime, unavailability of the website/server and/or for loss of data and/or for loss of income due to technical or other malfunctions; unless these are or will be caused by gross negligence.
Article 13 Helpdesk
13.1 The helpdesk provides support service to the Client by e-mail and telephone.
13.2 The Client cannot derive any rights from information provided by the helpdesk employees.
Article 14 Transfer of rights and obligations
14.1 Parties are not entitled to transfer their rights or obligations arising from an agreement to third parties without prior written permission from the other party, with the exception of what is stated in Article 14.2.
14.2 If the Services offered by Kanban Ease are transferred to another legal entity, the obligations arising from this agreement will also be transferred. In that case, the Client has no right of termination.
Article 15 Rights and obligations of the Client
15.1 The Client will refrain from conduct that is contrary to the general terms and conditions or Dutch law and/or regulations and will act and behave in accordance with what can be expected of a responsible and careful user.
15.2 The Client must immediately report any malfunctions in the functioning of the Service(s) to Kanban Ease.
Article 16 Rights and obligations Kanban Ease
16.1 Kanban Ease provides the Client with access to its facilities and use of the agreed Services upon payment by the Client of the agreed price.
16.2 Kanban Ease will make every effort to resolve any malfunctions in access to its site and/or the use of the technical infrastructure of the site as quickly as possible.
16.3 Kanban Ease will, insofar as can reasonably be expected of it, make every effort to maintain the Service(s) during 7 days a week and 24 hours a day, except for the time required for maintenance work and malfunctions. Kanban Ease guarantees an uptime of 99.9% for the duration of the subscription. If this is exceeded, the subscription fee will be credited pro rata.
16.4 Kanban Ease will make every effort, to the extent that can reasonably be expected of it, to maintain and maintain the connection with other networks and/or systems.
16.5 Kanban Ease will remedy a malfunction in the Service(s) as soon as possible after the malfunction has been reported by the Client. No guarantees can be given regarding lead times.
16.6 Kanban Ease will inform the Client of any disruptions that have a direct impact on Kanban Ease’s Services to the Client.
16.7 Kanban Ease undertakes to announce maintenance work on its network in advance. Kanban Ease will provide an estimate of the expected impact and duration.
Article 17 Maintenance, malfunctions and liability for maintenance and malfunctions
17.1 Kanban Ease can carry out or have maintenance carried out on the network, servers, websites, applications, hosting services or other services at any time. As a result, Services may be temporarily unavailable. Kanban Ease cannot be held liable for damage that may arise from this to the Client or third parties. Kanban Ease will, to the extent possible, announce maintenance in advance via email.
17.2 If circumstances require Kanban Ease to carry out urgent maintenance (for example due to malfunctions), it is possible that Kanban Ease will not be able to give a timely announcement. Kanban Ease cannot be held liable for damage that may arise from this to the Client or third parties.
17.3 Examples of non-attributable shortcomings are: disruptions to power supplies or other disruptions to servers and hosting Kanban Ease services; technical or software malfunctions to servers and hosting services that Kanban Ease makes available to its customers.
17.4 Availability of hosting Services, applications and/or websites of the Client within the Kanban Ease infrastructure is expressly not guaranteed. Malfunctions and maintenance can cause (temporary) failure of all Services. Kanban Ease is not responsible or liable for the consequences of this failure for the Client and/or third parties.
17.5 In the event of a malfunction, maintenance or unavailability of Services, Kanban Ease cannot guarantee to communicate about this in advance or in a timely manner.
Article 18 Personal data
18.1 (Personal) data entered by the Client in Kanban Ease will not be made available to third parties, unless otherwise provided by law or agreement.
18.2. The other party has personal data of various data subjects and is the Controller within the meaning of the General Data Protection Regulation (GDPR).
18.3. The Controller determines the forms of processing of these personal data and wants to have this carried out by Kanban Ease, whereby the Controller indicates the purposes and means and that Kanban Ease is therefore qualified as a Processor within the meaning of the GDPR.
18.4. That Articles 18 to 29 are qualified as a Processing Agreement.
Article 19. Purposes of processing
19.1. The Processor undertakes to work on behalf of the Controller of Personal Data under the conditions of this Processing Agreement. Processing will only take place in the context of the execution of the delivery of products and services in the context of the underlying agreement and the purposes that are reasonably related to it or that are determined with further consent.
19.2. The Processor will not process the personal data for any purpose other than as determined by the Controller. Controller will inform Processor of the subject and duration of the processing, the nature and purpose of the processing, the type of personal data and categories of data subjects, and the rights and obligations of the controller towards data subjects, as referred to in Article 28 paragraph 3 GDPR, insofar as this data is not already mentioned in this Processing Agreement or the underlying agreement.
19.3. The personal data to be processed on behalf of the Controller remains the property of the Controller and/or the relevant data subjects.
Article 20 Processor’s obligations
20.1. With regard to the processing referred to in Article 19, the Processor will ensure compliance with the applicable laws and regulations, including in any case the laws and regulations in the field of the protection of personal data.
20.2. The obligations of the Processor arising from this Processing Agreement also apply to those who process personal data under the authority of the Processor, including but not limited to employees, in the broadest sense of the word.
20.3. The Processor is permitted to engage other Processors. The Controller will be informed of this in writing in advance.
Article 21 Transfer of personal data
21.1. The processor may process the personal data in countries within the European Union. Transfer to countries outside the European Union is prohibited.
21.2. The Processor will inform the Controller which country or countries are involved.
Article 22 Division of responsibility
22.1. The permitted processing will be carried out by employees of the Processor within an automated environment.
22.2. The Processor is solely responsible for the processing of the personal data under this Processing Agreement, in accordance with the instructions of the Controller and under the explicit (ultimate) responsibility of the Controller. For other processing of personal data, including but not limited to the collection of personal data by the Controller, processing for purposes that have not been reported to the Processor by the Controller, processing by third parties and/or for other purposes, the Processor is expressly obliged to not responsible.
22.3. The Controller guarantees that the content, use and order for the processing of personal data as referred to in this Agreement is not unlawful and does not infringe any right of third parties.
Article 23 Security
23.1. The processor will make every effort to take sufficient technical and organizational measures, as referred to in Article 32 GDPR, with regard to the processing of personal data to be carried out, against loss or against any form of unlawful processing (such as unauthorized access, impairment, modification or provision of the personal data). ).
23.2. The processor has in any case taken the following measures:
– Logical access control, using passwords;
– Encryption (scrambling) of passwords;
– Limited physical access to the servers where the personal data is stored;
– Secured communication with server (HTTPS/SSL).
23.3. The processor does not guarantee that the security is effective under all circumstances. If an explicitly described security is missing in the Processing Agreement, the Processor will make every effort to ensure that the security meets a level that, taking into account the state of the art, the sensitivity of the personal data and the costs associated with implementing security, is not unreasonable. is.
23.4. The Controller only makes personal data available to the Processor for processing if it has ensured that the required security measures have been taken. The Controller is responsible for compliance with the measures agreed upon by the Parties.
Article 24 Reporting obligation
24.1. In the event of a security breach and/or a data leak within the meaning of Article 33 GDPR, the Processor will inform the Controller without unreasonable delay.
24.2. The Processor will, where possible, assist the Controller in fulfilling its responsibilities towards the supervisory authority and/or data subjects as referred to in Articles 33 and 34 GDPR. A reasonable fee will be charged for this work, unless otherwise agreed in the Underlying Agreement.
Article 25 Handling requests from data subjects
25.1. In the event that a data subject submits a request for access, rectification, erasure and/or restriction of processing as referred to in Articles 15 – 19 GDPR to the Processor, the Processor will handle the request itself to the extent that he can do so himself. He will inform the Controller of the request.
25.2. The Processor may charge the costs for handling the request to the Controller.
Article 26 Secrecy and confidentiality
26.1. All personal data that the Processor receives from the Controller and/or collects itself in the context of this Processing Agreement is subject to an obligation of confidentiality towards third parties. The processor will not use this information for any purpose other than that for which it obtained it.
26.2. This confidentiality obligation does not apply to the extent that the Controller has given explicit permission to provide the information to third parties, if the provision of the information to third parties is logically necessary given the nature of the assignment given and the execution of this Processing Agreement, or if there is a there is a legal obligation to provide the information to a third party.
Article 27 Audit
27.1. The Processor will provide the Controller with the cooperation necessary for the accountability obligation referred to in Article 28(3)(h) GDPR. A reasonable fee will be charged for this work, unless otherwise agreed in the Underlying Agreement.
Article 28 Liability
28.1. The Processor’s liability for damage resulting from an attributable failure to comply with this Processing Agreement is limited per event (a series of consecutive events counts as one event) to compensation for direct damage, up to a maximum of the amount of the compensation received by the Processor. for the work under this Processing Agreement for the month prior to the damage-causing event. The Processor’s liability for direct damage will never exceed the amount covered by the Processor’s liability insurance.
28.2. Direct damage is exclusively understood to mean all damage consisting of:
– damage caused directly to material property (“property damage”) or persons;
– reasonable and demonstrable costs to urge the Processor to properly comply with the Processing Agreement (again);
– reasonable costs to determine the cause and extent of the damage insofar as they relate to the direct damage referred to in this article.
28.3. The Processor’s liability for indirect damage is excluded. Indirect damage means all damage that is not direct damage. Indirect damage in any case includes consequential damage, lost profits, lost savings, reduced goodwill, damage due to business stagnation, damage related to the use of data or data files prescribed by the Controller, or damage due to loss, mutilation or destruction of data or data files.
28.4. The exclusions and limitations referred to in this article will lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of the Processor or its management.
28.5. Unless compliance by the Processor is permanently impossible, the Processor’s liability due to an attributable shortcoming in the performance of the Agreement only arises if the Controller immediately gives notice of default to the Processor in writing, setting a reasonable period for the correction of the shortcoming, and the Processor also after continues to fail in the fulfillment of its obligations during that period. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that the Processor is given the opportunity to respond adequately.
28.6. Any claim for compensation by the Controller against the Processor that has not been specified and explicitly reported will lapse after twelve (12) months after the claim arose.
Article 29 Duration and termination
29.1. This Processing Agreement is concluded after registration with Kanban Ease has been completed.
29.2. The Processing Agreement is entered into for the duration of the underlying agreement and ends as soon as the underlying agreement ends.
29.3. As soon as the Processing Agreement has been terminated, for whatever reason and in whatever manner, the Processor will destroy all personal data of the Controller that is in its possession and any copies thereof within a reasonable period.
Article 30 Dispute settlement and applicable law
30.1 If one or more articles of these terms and conditions are declared invalid by a court decision, the other provisions of these general terms and conditions will remain in full force and Kanban Ease and the Client will enter into consultation with a view to new provisions to replace the void or voided provisions. to agree on provisions, whereby the purpose and scope of the void or annulled provisions are taken into account as much as possible.
30.2 Every Agreement between Kanban Ease and the Client is exclusively governed by Dutch law.
30.3 The court in Maastricht has exclusive jurisdiction to hear disputes between Kanban Ease and the Client.
Article 31 Changes to the conditions
31.1 Kanban Ease reserves the right to change or supplement these conditions.
31.2 Changes also apply to agreements already concluded, subject to a period of 30 days after written notification of the change.
31.3 If the Client does not wish to accept a change in these terms and conditions, he can terminate the agreement until the date on which the new terms and conditions come into effect on this date or on the date of receipt of the notice of termination if this is after the effective date of the change.