Terms and conditions
1 APPLICATION OF TERMS
1.1
These Terms apply to your use of the Service (as
that term is defined
below). By setting up an
account:
a you agree to these Terms; and
1.2
If you do not agree to these Terms, you are not
authorised to access
and use the Service, and you must immediately stop doing so.
2 CHANGES
2.1
We may change these Terms at any time by
notifying you of the
change by
email or by posting a notice on the
Website. Unless stated otherwise,
any change takes effect from the date set out in the notice.
You are responsible for ensuring you are familiar with the latest
Terms. By continuing to access
and use the Service from the date on which the Terms are changed,
you agree to be bound by the changed Terms.
2.2
These Terms were last updated on 10th of September 2020.
3 INTERPRETATION
In these Terms:
Kanbanote
Software
means the software owned by us
(and our licensors) that is used to provide the Service.
Confidential Information means any
information that is not public knowledge and that is
obtained from the other party in the course of, or in connection with,
the provision
and use of the Service. Our
Confidential Information includes Intellectual Property owned by us
(or our licensors), including the Kanbanote Software.
Your Confidential Information includes the Data.
Data
means all data, content, and information (including personal
information) owned, held, used or created by you or on your behalf
that is stored using, or inputted into, the Service.
Fees
means the applicable fees set
out on our pricing table below at
or as agreed otherwise in writing between you and us, as may be
updated from time to time in accordance with clause
7.6
.
Premium plans pricing table
| Currency | EUR | USD |
| Monthly plan | € 3.50 / month | $ 4.50 / month |
| Yearly plan | € 30 / year | $ 40 / year |
Plans comparison
| Free plan | Premium plan |
|
- 1 board
- 1 tag maximum per list - Advertisement displayed on the board - No priority on Kanbanote team support |
- Unlimited number of boards
- Multi tags support for lists - No advertisement - Priority on Kanbanote team support |
Force Majeure means an
event that
is beyond the reasonable control of a party, excluding:
-
an event to the extent that it could have been avoided by a party
taking reasonable steps or reasonable care; or
-
a lack of funds for any reason.
including and similar words do not imply any limit.
Intellectual Property Rights includes copyright and all rights existing anywhere in the world
conferred under statute, common law or equity relating to inventions
(including patents), registered and unregistered trade marks and
designs, circuit layouts, data and databases, confidential
information, know-how, and all other rights resulting from intellectual
activity. Intellectual Property
has a
consistent meaning, and includes any enhancement, modification or
derivative work of the Intellectual Property.
Objectionable includes
being objectionable,
defamatory, obscene, harassing, threatening, harmful, or unlawful
in any way.
a
party
includes that party’s permitted assigns.
a
person
includes an individual, a body corporate, an association of persons
(whether corporate or not), a trust, a government department, or any
other entity.
personal information
means information about an identifiable, living person.
personnel
includes officers, employees, contractors and agents, but a reference
to your personnel does not include us.
Service means the
service having the core functionality described on the
Website, as the Website is updated from time to time.
Start Date means
the
date that you
set up an account.
Terms
means these terms
titled SaaS terms of use.
Underlying Systems means the
Kanbanote Software, IT solutions, systems and networks
(including software and hardware) used
to provide the Service, including any third party solutions, systems
and networks.
We, us or
our means Sandoche Adittane
(Micro Entreprise), company
number 79218834400016.
Website means the
internet site at https://www.kanbanote.com
and https://beta.kanbanote.com, or such other
site notified to you by us.
Year
means a 12-month period starting
on the Start Date or the anniversary of that date.
You
or your means
you or, if clause
1.1b
applies, both you and
the other person on whose behalf you are acting.
Words in the singular include the plural and vice versa.
A reference to a statute includes references to
regulations, orders
or notices made under or in connection with the statute or regulations
and all amendments, replacements or other changes to any of them.
4 PROVISION OF THE SERVICE
4.1
We must use reasonable efforts to provide the
Service:
a in accordance with these Terms and French law;
b exercising reasonable care, skill and diligence; and
c using suitably skilled, experienced and qualified personnel.
4.2
Our provision of the Service to you is
non-exclusive.
Nothing in these Terms prevents us from providing the Service to any
other person.
4.3
We must use reasonable efforts to ensure the
Service is available
during normal business hours in France on a 24/7 basis. However, it is possible that
on occasion the Service may be unavailable to permit maintenance or
other development activity to take place, or in the event of Force
Majeure. We must use reasonable
efforts to publish on the Website https://stats.uptimerobot.com/ZwwK5t5BnV
advance details of any unavailability.
4.4
Through the use of web services and APIs, the Service
interoperates with a range of third party service features.
We do not make any warranty or representation on the availability
of those features. Without
limiting the previous sentence, if a third party feature provider
ceases to provide that feature or ceases to make that feature
available on reasonable terms, we may cease to make available that
feature to you. To avoid
doubt, if we exercise our right to cease the availability of a
third party feature, you are not entitled to any refund, discount
or other compensation.
5 YOUR OBLIGATIONS
5.1
You and your personnel must:
a use the Service in accordance with these Terms solely for:
i your own internal business purposes;
b not resell or make available the Service to any third party, or otherwise commercially exploit the Service.
5.2
When accessing the Service, you and your
personnel must:
a not impersonate another person or misrepresent authorisation to act on behalf of others or us;
b correctly identify the sender of all electronic transmissions;
c not attempt to undermine the security or integrity of the Underlying Systems;
d not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
e not attempt to view, access or copy any material or data other than:
i that which you are authorised to access; and
ii to the extent necessary for you to use the Service in accordance with these Terms; and
f neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.
5.3
A breach of any of these Terms by your
personnel is deemed to
be a breach of these Terms by you.
5.4
You are responsible for procuring all licences,
authorisations and
consents required for you and your personnel to use the Service,
including to use, store and input Data into, and process and
distribute Data through, the Service.
a we may require access to the Data to exercise our rights and perform our obligations under these Terms; and
b to the extent that this is necessary but subject to clause 9 , we may authorise a member or members of our personnel to access the Data for this purpose.
6.2
You must arrange all consents and approvals
that are necessary
for us to access the Data as described in clause
6.1
.
6.3 You acknowledge and agree that:
i
use
to
generate anonymised and aggregated statistical and analytical
data;
ii
use Analytical Data for our internal research
and product
development purposes and to conduct statistical analysis and
identify trends and insights;
b
our rights under clause
6.3a
above will survive termination of expiry of the Agreement; and
c
title to, and all Intellectual Property Rights in,
Analytical Data is and remains our property.
6.4
You acknowledge and agree that to the
extent Data contains
personal information, in collecting, holding and processing that
information through the Service, we are acting as your agent for
the purposes of the Privacy Act 1993 and any other applicable
privacy law. You must obtain all
necessary consents from the relevant individual to enable us to
collect, use, hold and process that information in accordance with
these Terms.
6.5
While we will take standard industry measures
to back up all Data
stored using the Service, you agree to keep a separate back-up copy
of all Data uploaded by you onto the Service.
7.1
You must pay us the Fees.
7.2
We will provide you with valid tax invoices on a
monthly basis prior
to the due date for payment.
7.3
We may increase the Fees by giving at least
30 days’
notice. If you do not wish to pay
the increased Fees, you may terminate these Terms and your right
to access and use the Service on no less than 10 days’ notice,
provided the notice is received by us before the effective date of
the Fee increase. If you do
not terminate these Terms and your right to access and use the
Service in accordance with this clause, you are deemed to have
accepted the increased Fees.
8.1
Subject to clause
8.2
, title to, and all Intellectual Property Rights in, the Service,
the Website, and all Underlying Systems is and remains our property
(and our licensors’ property). You must not contest or dispute that
ownership, or the validity of
those Intellectual Property Rights.
8.2
Title to, and all Intellectual Property
Rights in, the Data (as
between the parties) remains your property.
You grant us a worldwide, non-exclusive, fully paid up,
transferable, irrevocable licence to use, store, copy, modify,
make available and communicate the Data for any purpose in
connection with the exercise of our rights and performance of our
obligations in accordance with
these Terms.
8.3 To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.
8.4
If you provide us with ideas, comments or
suggestions relating to the
Service or Underlying Systems (together
feedback):
a
all Intellectual Property Rights in that feedback, and anything
created as a result of that feedback (including new material,
enhancements, modifications or derivative works), are owned solely by
us; and
b
we may use or disclose the feedback for any purpose.
9.1
Each party must, unless it has the prior
written consent of the
other party:
a keep confidential at all times the Confidential Information of the other party;
c disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 9.1a and 9.1b .
9.2
The obligation of confidentiality in clause
9.1
does not apply to any disclosure or use of Confidential
Information:
a for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
b required by law (including under the rules of any stock exchange);
e by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9 .
10 WARRANTIES
10.1
Each party warrants that it has full power and
authority to enter
into, and perform its obligations under, these Terms.
10.2
To the maximum extent permitted by law:
a our warranties are limited to those set out in these Terms
b we make no representation concerning the quality of the Service and do not promise that the Service will:
i meet your requirements or be suitable for a particular purpose
ii be secure, free of viruses or other harmful code
a it is fair and reasonable that the parties are bound by this clause 10.3 .
10.4
Where legislation or rule of law implies into
these Terms a condition
or warranty that cannot be excluded or modified by contract, the
condition or warranty is deemed to be included in these Terms.
However, our liability for any breach of that condition or warranty
is limited, at our option, to:
a supplying the Service again; and/or
b paying the costs of having the Service supplied again.
11.1
Our maximum aggregate liability under or in
connection with these
Terms or relating to the Service.
11.2
Neither party is liable to the other under or
in connection with
these Terms or the Service for any:
a loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
b consequential, indirect, incidental or special damage or loss of any kind.
11.3
Clauses
11.1
and
11.2
do not apply to limit our liability under or in connection with these
Terms for:
b fraud or wilful misconduct; or
11.4
Clause
11.2
does not apply to limit your liability:
a to pay the Fees;
b under the indemnity in clause 6.7 ; or
c for those matters stated in clause 11.3a to 11.3c .
11.5
Neither party will be responsible, liable, or
held to be in breach of
these Terms for any failure to perform its obligations under these
Terms or otherwise, to the extent that the failure is caused by the
other party failing to comply with its obligations under these Terms,
or by the negligence or misconduct of the other party or its
personnel.
11.6
Each party must take reasonable steps to mitigate
any loss or damage,
cost or expense it may suffer or incur arising out of anything done or
not done by the other party under or in connection with these Terms or
the Service.
12 TERM, TERMINATION AND SUSPENSION
12.1
Unless terminated under this clause
12
, these Terms and your right to access and use the Service:
a starts on the Start Date; and
b
continues until a party gives at least [insert period, e.g. 30 days’] notice that these Terms and your
access to and use of the Service
will terminate on the expiry of that notice.
12.2
Either party may, by notice to the other party,
immediately terminate
these Terms and your right to access and use the Service if the other
party:
a breaches any material provision of these Terms and the breach is not:
i remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
ii capable of being remedied; or
b becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
12.3
You may terminate these Terms and your right to
access and use the
Service in accordance with clause
7.6
.
12.5
On termination of these Terms, you must pay all
Fees for the
provision of the Service prior to that termination.
12.7
Except to the extent that a party has ongoing
rights to use
Confidential Information, at the other party’s request following
termination of these Terms but subject to clause
12.9
, a
party must promptly return to the other party or destroy all
Confidential Information of the other party that is in the first
party’s possession or control.
12.8
At any time prior to one month after the date
of termination, you
may request:
b deletion of the Data stored using the Service, in which case we must use reasonable efforts to promptly delete that Data.
To avoid doubt, we are not required to comply with clause
12.9a
to the extent that you have previously requested deletion of the
Data.
a undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;
b used, or attempted to use, the Service:
i for improper purposes; or
ii in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;
c transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
d otherwise materially breached these Terms.
13 GENERAL
13.1
Neither party is liable to the other for any
failure to perform its
obligations under these Terms to the extent caused by Force
Majeure.
13.2
No person other than you and us has any right to
a benefit under, or
to enforce, these Terms.
13.3 nbsp;
For us to waive a right under these Terms, that
waiver must be in
writing and signed by us.
13.4
Subject to clause
6.4
, we are your independent contractor, and no
other relationship (e.g.
joint venture, agency, trust or partnership) exists under these
Terms.
13.5
If we need to contact you, we may do so by email or by posting a notice on the
Website.
You agree that this satisfies all legal requirements in relation to
written communications. You may
give notice to us under or in connection with these Terms by emailing
sandoche@kanbanote.com
13.7
Clauses which, by their nature, are intended to
survive termination
of these Terms, including clauses
6.7
,
8
,
9
,
11
,
12.5
to
12.9
and
13.6
, continue in force.
13.8
If any part or provision of these Terms is or
becomes illegal,
unenforceable, or invalid, that part or provision is deemed to be
modified to the extent required to remedy the illegality,
unenforceability or invalidity. If modification is not possible, the
part or provision must be
treated for all purposes as severed from these Terms.
The remainder of these Terms will be binding on you.
13.9
Subject to clauses
2.1
and
7.6
, any variation to these Terms must be in
writing and signed by both
parties.
13.11
You may not assign, novate, subcontract or
transfer any right or
obligation under these Terms without our prior written consent, that
consent not to be unreasonably withheld.
You remain liable for your obligations under these Terms despite any
approved assignment, subcontracting or transfer.