Terms & conditions
Co-worker: a natural person working on the basis of an employment contract or on a self-employed basis in Customer's company or organization.
Customer (or “Party”): the entity mentioned in the Quote for the Services of the Service Provider.
Defect: any shortcoming on the part of Kadanza which impedes its smooth operation. A functionality that is missing in a new version that was present in a previous version does not constitute a shortcoming.
Kadanza: the online brand management platform and web application of the same name which must allow the Customer to easily manage his own brands and automate graphic design.
Login data: a code exclusively intended for the User, consisting of a user name and a password, with which access to Kadanza can be obtained.
Parties: by this is meant the Service Provider and the Customer jointly.
Services: the provision of Kadanza.
System Requirements: the minimum requirements that Customer's hardware and software must meet in order to be able to use Kadanza in an appropriate manner.
User: the Client and/or its employees, the suppliers or customers of the Customer, designated by the Customer for the use of Kadanza.
3. RIGHT OF USE
3.3 The Service Provider has the right to introduce innovations to Kadanza at its discretion. The
Service Provider must inform the Customer in a timely manner about the implementation of updates and/or upgrades in so far as, in the opinion of the Service Provider, these may be important for the use of Kadanza. The Service Provider is not liable for problems that may arise during the implementation of innovations, nor for backward compatibility with the Customer's equipment, and cannot ensure that the Customer is able to implement the new versions of Kadanza.
3.4 The Customer shall not allow any other natural person or legal entity other than Customer to use Kadanza.
4. DURATION AND TERMINATION
The Right of Use is granted for a period of 1 year, unless the Parties have explicitly agreed otherwise in writing.
4.2 After the expiry of the period provided in Article 4.1, the Right of Use as a result of the execution of the Quote will be tacitly extended for a subsequent period of 1 year, unless one of the Parties terminates the Right of Use as provided in the Quote in writing no later than three months before the end of the current period.
4.3 In case the Right of Use is terminated, the Customer will have access to Kadanza until the last day of the current term.
4.4 The execution of the Offer and the Right of Use can be terminated immediately, by operation of law and without notice of default, at the moment that the Service Provider ascertains from the circumstances that the Customer is unable to fulfill his payment obligations, or at the moment that the Customer ceases his activities. The execution of the Offer and the Right of Use may also be terminated by formal notice of default by either Party in the event that the other Party is declared bankrupt or is the subject of insolvency proceedings, or if the other Party is guilty of a serious breach of its responsibilities or obligations.
5. FEES AND PAYMENT
5.1 All prices and other rates set by the Service Provider are exclusive of VAT and exclusive of other possible levies imposed by governmental bodies, all of which are at the expense of the Customer.
5.2 The compensation described in Article 5.1 is due regardless of whether or not the Customer makes use of Kadanza.
5.4 All invoices are payable within a period of 30 calendar days from the last day of the month in which the invoice is drawn up. Monthly service charges (including administration and default interest) of 1.5% are payable on all outstanding balances. Payments are first credited to the costs associated with the late payment and then to the outstanding balance. The Customer is responsible for all collection costs or legal fees due to the late payment or lack of payment. All assignments of a user licence are subject to full payment, including all outstanding additional costs, taxes, expenses and fees, charges or the costs associated with changes to this user licence.
6. OBLIGATIONS OF THE SERVICE PROVIDER
6.1 The Service Provider guarantees a daily backup of the data the Customer has entered by means of Kadanza.
6.2 The Service Provider will ensure that the data which the Customer has entered by means of Kadanza will be secured, to the extent that this is reasonably possible, against loss, theft, unauthorized access and alteration by non-users. In order to ensure the security of its Services, the Service Provider applies technologies which meet the applicable current standards within the industry. However, the Customer explicitly acknowledges that the Service Provider has no influence on the data transfer to and from Kadanza.
7. OBLIGATIONS OF THE CUSTOMER
7.1 The Customer undertakes to pay the fees as described in Article 5. The Customer is obliged to comply with the rules of use set out in Article 9.
7.2 If the Customer does not comply with his obligations, the Service Provider may block or suspend the use of Kadanza with prior notice.
7.3 The Customer guarantees that the configuration of hardware and software which he uses complies with the System Requirements for the use of Kadanza. The Customer is responsible for taking the appropriate measures to protect his configuration of the hardware, software, telecommunication and internet connections against viruses, cybercrime and unlawful use thereof by his own users or by third parties.
8.1 Data entered by the Customer using Kadanza will be stored in a database controlled by a third party designated by the Service Provider.
8.2 The Customer retains ownership of and responsibility for the data he has entered at all times.
8.3 The Customer understands that the use of this data within Kadanza is a form of processing,
but the role of the Service Provider is strictly limited to a technical service. The conditions, as described in the chapter “Data Processing Addendum (DPA)” are fully applicable to this.
8.4 The Customer understands and acknowledges that there is always a possibility of loss or damage of data, despite all attempts and efforts on the part of the Service Provider. Under no circumstances the Service Provider is responsible for costs due to the reproduction of damaged or lost data, nor for any damage due to the loss of income suffered by the Customer.
9. RULES OF USE
9.1 The Customer may not obstruct or damage (the other customers of) the Service Provider in any way by his use of Kadanza, as will be judged by the Service Provider. The Customer is not allowed to carry out activities that can be assumed to cause damage to the systems of (the other customers of) the Service Provider.
9.3 The Customer is responsible for the content and correctness of the information which he has submitted to the Service Provider using Kadanza.
9.5 The Customer guarantees that he will not use Kadanza in such a way that the rights, interests, or claims of third parties can be harmed. The Customer will not use, upload or generate any obscene, defamatory, racist, sexist, negationist, (child) pornographic or other illegal, unlawful or degrading material or content. In any case, the Customer must indemnify and safeguard the Service Provider for and against any claim by a third party against Kadanza.
10.1 In case the Service Provider carries out activities on behalf of Customer, the Service Provider will charge these activities to the Customer, separately from the standard fee provided for Kadanza and in accordance with the current rates applied by the Service Provider and the costs incurred.
11. AVAILABILITY AND LIABILITY
11.1 The Service Provider must endeavor to provide optimum availability of and access to Kadanza. The Service Provider will ensure availability as determined in the chapter “Kadanza Service Level Agreement”.
11.2 Subject to prior notice, the Service Provider may (temporarily) refuse access to Kadanza or limit its use, insofar as this is necessary for the maintenance of or improvements to Kadanza, without giving the Customer a right to compensation from the Service Provider. The Service Provider must make every effort to keep these interventions to a minimum and, if possible, inform the Customer about them within reasonable time.
11.3 The Customer accepts that Kadanza can never be 100% flawless and without Defects, and the Customer acknowledges that differences or contradictions may occur when exporting creations from Kadanza (e.g. when printing).
Under no circumstances the Service Provider is responsible for any damage suffered by the Customer in connection with the fact that Kadanza is not correctly or fully available, whether or not temporarily, nor for any damage due to the (non-)functioning of the Customer's or third parties' programming, the Customer's, the Service Provider's or third parties' equipment, or the Customer's, the Service Provider's or third parties' internet connection.
The Service Provider does not accept responsibility for information that has been transferred to or received from the Service Provider in an incorrect, incomplete, or untimely way via Kadanza.
In case of damage to the Customer, the Customer has the explicit obligation to inform the Service Provider thereof, to take all reasonable measures to limit the damage, and to at least prevent that the damage increases or to prevent additional damage. The Service Provider is not liable for the increase of damage or for additional damage.
As far as permitted by law, the Service Provider is under no circumstances liable for any loss of data or content, loss of profit, business interruption or indirect, incidental, special, consequential, exemplary or punitive damage. In all circumstances the maximum liability of the Service Provider, its directors, Co-workers, agents of the Service Provider and its associated companies towards the Customer for damage resulting from any cause whatsoever, and the maximum remedy of the Customer, regardless of its form or claim and whether in a contractual, extra-contractual or other context, is limited to the net profit of the Service Provider originating from the Customer in the year in which the damage occurred.
12. LOGIN DATA
12.1 The Customer must handle the Login data with care and is responsible for it. The Login data is not transferable. The Customer and Users are obliged to maintain the greatest confidentiality regarding the Login data with respect to any other person. The Customer is responsible for all use of its Login data. All user activities will be carried out at the expense and risk of the Customer.
12.2 The Service Provider may at any time block or suspend the use of Kadanza for an indefinite period of time, subject to further explanation if the Service Provider suspects that Kadanza is being abused or is the object of unauthorized use.
12.3 The Customer warrants that Users will act responsibly when accessing Kadanza and handling all information obtained through Kadanza. The Customer is jointly and unconditionally responsible for all information added to Kadanza by Users.
13.8 Kadanza bv, Mechelsesteenweg 271/6.1 2018 Antwerp, Belgium (firstname.lastname@example.org).
This SLA only applies to the Kadanza Shared Cloud solution.
This SLA has been drawn up in a spirit of partnership. The Service Provider will always do everything in its power to solve each problem in a good time.
Availability indicates that Kadanza is both available and measurable. Kadanza guarantees an availability of 99.9% for Kadanza.
If the Service Provider cannot offer Kadanza in accordance with the applicable Service Level (“Shortcoming of the Service”), the Customer will be eligible for compensation (“Service Credits”). In order to claim a Service Credit, the Customer must notify the Service Provider within 3 calendar days of the alleged Defect of the Service and provide a full description of the disruption.
Level of Service and Service Credits are calculated on a monthly basis.
LEVEL OF SERVICE
Level of Service are calculated as follows:
A / (T - S) * 100
A = the actual availability of Kadanza in minutes per month, as measured by the Service Provider T = the total number of minutes within the month in question
S = the total number of minutes of any scheduled outage duration within the month in question
The planned duration of the disruption is the duration of the disruption due to the maintenance of Kadanza, announced at least 24 hours in advance.
Service Credits for Level of Service are calculated as follows:
(L - P) * Q where:
L = the agreed percentage of availability
P = the actual percentage of availability as calculated above Q = the monthly fee for Kadanza
The total amount of the Service Credits for a calendar month applies only to the monthly fees for the standard Kadanza products (Brand Manager, Asset Manager and Layout Manager) and may not exceed 50% of the monthly fee for the standard Kadanza products.
De Kadanza Helpdesk can be contacted via email@example.com.
Support requests are defined in 3 types of customer queries:
Technical questions relate to a specific bug or other form of non-functioning of Kadanza. They also include any security or back-up deficiencies. If necessary, the Service Provider will reply within the time limit set out in the Response Times.
User questions are those relating to cases where the system does not speak for itself. The Service Provider does its best to prevent these cases and to keep them to an absolute minimum.
Content questions relate to the presence (or lack of presence) of the content itself. The Customer bears the main responsibility for uploading and structuring the content, and as such is responsible for providing primary support for these questions.
Response times will be measured from the moment the Customer submits a support request via the Kadanza Helpdesk. Response times only apply during office hours on working days from 9.00 a.m. to 5.00 p.m. (GMT+1), unless the Agreement between the Customer and the Service Provider specifically provides for support outside office hours.
The following Response times only apply to technical questions as defined above:
Very critical questions: the application is not available to be used or more than half of the agreed functionalities do not work (for example due to a problem with the database). Response time: within 4 hours.
Critical questions: one or more critical elements of the application no longer respond or respond extremely slowly. Response time: within the same working day.
Non-critical questions: one or more elements of the website respond slowly or incompletely. Response time: within the next working day.
The Service Provider will always strive to solve problems as quickly as possible. However, the Service Provider cannot provide guaranteed settlement times. This is because the nature and causes of problems can vary enormously. In any case, the Service Provider will do everything in its power to solve problems as quickly as possible. It will also send regular status reports to the Customer.
Kadanza uses the Google Cloud Platform for hosting. All data is stored in Belgium.
The development of Kadanza is an ongoing process. New versions of the web application are installed weekly or every 14 days.
Daily backups of Kadanza are carried out in the following way:
The target recovery time (Recovery Time Objective - RTO) is 48 hours and the target recovery point (Recovery Point Objective - RPO) is 24 hours.
1. KADANZA, PROCESSING AND PARTIES
The Service Provider can recover the damage as a result of violations of this DPA from the Customer. The Customer indemnifies the Service Provider from all claims of third parties concerning damage as a result of a violation of this DPA or other documents referred to.
Purpose of processing is defined as: provision of services and customer support, general product, service and network management, and marketing and sales activities (own products).
2. APPLICATION AND DEFINITIONS
The processing of personal data and the application of these Processing Regulations are governed by the Privacy Act (General Data Protection Regulation 2016/679, the Personal Data Protection Act of 30/7/2018, the ePrivacy Directive 2002/58/EC and any other relevant applicable legislation). The terminology used here has the meaning defined in the aforementioned privacy legislation.
3. OBLIGATIONS OF THE SERVICE PROVIDER
All processing carried out by the Service Provider is strictly limited to the provision of Kadanza, the platform and the service. The Service Provider limits itself to storing and making it available to the Customer; the Service Provider is a purely technical intermediary.
The Service Provider will not edit or remove personal details, nor disclose them to third parties, except in as far as the Customer requests it or the Service Provider would be obliged to do so by law, administrative or court order. The Service Provider will inform the Customer as soon as possible in such cases; except when this in itself would be forbidden.
The Customer explicitly agrees that the Service Provider makes use of Sub-processors. In this sense the Service Provider notes that it makes use of KAN Communication Design cv, Mechelsesteenweg 271/6.1, 2018 Antwerp (Belgium), BE 0896.136.874 for the management of Kadanza.
The Service Provider will inform the Customer of any other sub-processors.
5. TRANSFERS OUTSIDE EU/EEA
The Service Provider will not transfer personal data to countries outside the EU/EEA without the prior written consent of the Customer. In this case, CAN will use the standard contractual clauses based on the European Commission Decision 2010/87/EU of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC.
The Service Provider retains the confidential nature of the data in accordance with the applicable Privacy legislation and takes all reasonable measures to ensure that only the Co-workers of the Service Provider and of the Sub-processors who must have access to the personal data are given access to it and only to the extent that this is necessary for the provision of the service. The Service Provider also ensures that the Co-workers are reliable and contractually bound to secrecy. The Service Provider has carried out all appropriate technical and organizational measures, as described in point 13, to guarantee the security of the personal data and the processing in accordance with the law. Personal data should be protected against accidental or unauthorized access, alteration, destruction, damage, corruption or loss as well as against any other unauthorized or unlawful processing or disclosure (“Data breach”).
The Parties will provide assistance and cooperation to each other as may reasonably be required to meet requests for information from supervisory authorities or data subjects. This information may relate to the Service Provider's processing policy at Kadanza or the technical and organizational measures implemented by the Service Provider at Kadanza.
The parties will keep each other informed to the extent necessary and without undue delay of any request, complaint, notification or other communication relating to the processing operations at Kadanza.
The Service Provider will assist the Customer in providing information or a copy of the personal data to the Customer, to those involved, authorities or third parties, as may be requested by the Customer. This service may be subject to additional fees. Where this is necessary, useful and relevant, the Service Provider can also assist the Customer in complying with requests of those involved.
8. DATA BREACH
To the extent relevant, the Parties shall immediately inform each other in writing and by telephone if they become aware of a Data breach and shall provide each other as soon as possible with full information concerning the Data breach, including but not limited to the nature of the Data breach and the personal data affected, the categories and number of data subjects, the number of data logs involved, the measures taken to deal with the Data breach, the possible consequences and adverse impact of the Data breach and any other information that the other Party must provide to the relevant Data Protection Authority or to the data subject. The Parties must keep a log of the Data breach, indicating the facts, the consequences and the corrective measures taken.
Before a new or updated type of processing is accepted, the Service Provider will inform the Customer of this. At the request of the Customer, the Service Provider may participate in a privacy impact assessment with regard to the proposed new or updated type of processing.
After termination of the processing of the personal data or earlier at the request of the Customer, the Service Provider will stop all use of personal data on Kadanza and, at the request of the Customer, irrevocably remove, destroy or transfer (in a mutually agreed form and in a mutually agreed manner) all personal data and copies thereof which are stored on Kadanza as well as all processing products which were produced with these personal data to the Customer (or a third party designated by the Customer).
11. NO TRANSFER OF RIGHTS
12. DURATION AND OPERATION
During this period, this DPA can only be terminated by mutual agreement between the Parties.
13. SECURITY MEASURES
Description of the technical and organizational security measures implemented by the Service Provider:
The technical and organizational measures are subject to technical progress and development. In this context, the Service Provider may carry out alternative appropriate measures. The level of security must be in line with best practice in the sector and must not be lower than the measures set out therein. All changes must be documented and agreed with the Customer. In cases of doubt, the Service Provider must prove that the alternative measures aim at the same protection and provide a comparable level of protection.
The Service Provider has taken the following security measures in relation to Kadanza: