General Terms and Conditions
1. APPLICABILITY
1.1 KATE Innovations and the Customer hereby agree that:
a. the terms and conditions set out below constitute the General Terms and Conditions;
b. the General Terms and Conditions apply to all Service Orders, change requests, and Appendices, as well as to any other agreement in which the General Terms and Conditions of KATE Innovations are declared applicable; and
c. no other general terms and conditions, as defined in Article 6:231 of the Dutch Civil Code, of either Party shall apply to the Agreement.
1.2 In the Agreement, capitalized terms have the meanings assigned to them in Article 16.
2. SERVICES AND SERVICE LEVELS
2.1 KATE Innovations shall provide the Services:
a. in accordance with Good Industry Practice; and
b. substantially in compliance with the Service Description.
2.2 KATE Innovations will make all commercially reasonable efforts to meet or exceed the Service Levels. At the end of each Reporting Period, KATE Innovations shall, upon request, provide the Customer with a report describing the Actual Performance concerning each Service Level.
2.3 KATE Innovations does not guarantee uninterrupted or error-free service delivery and does not commit to resolving all errors.
2.4 KATE Innovations is not responsible for delays, non-delivery, or any other damage resulting from data transmission via communication networks and Internet facilities, and the Customer acknowledges that the Service may be limited, delayed, or subject to other issues inherent to the use of such communication facilities.
3. IMPLEMENTATION
3.1 The Customer acknowledges that the Licensed Products are provided unconfigured and require further implementation efforts. KATE Innovations will support the Customer with implementation if a Service Order for the provision of Professional Services has been agreed upon and the applicable Fee has been paid.
4. TERMS OF USE
4.1 Permitted Use
4.1.1 The Customer may only use KIS in accordance with this Article 4.
4.1.2 The Customer’s use of KIS is limited to the Licensed Products in the Cloud Environment, subject to the following:
a. The Customer ensures that only Registered Users have access to and use the Licensed Products;
b. The Customer may not exceed the Number of Licenses;
c. The Customer may only use the Licensed Products for processing real estate-related data in the Netherlands and for its own internal business purposes; and
d. The Customer is not entitled to a copy of the object code.
4.1.3 The Customer may replace a Registered User with another Authorized User, provided that the total number of Registered Users does not exceed the total Number of Licenses.
4.1.4 The Customer guarantees that:
a. Registered Users will use the Service in compliance with the terms of the Agreement; and
b. Each Registered User will maintain a secure password, change it frequently, and keep it confidential.
4.2 Usage Restrictions
4.2.1 The Customer may not:
(i) modify, alter, change, or translate KIS (or any part thereof) or create derivative works;
(ii) merge KIS (or any part thereof) with other software, products, or services (except for interfaces provided by KATE Innovations);
(iii) sublicense, resell, redistribute, lease, rent, lend, disclose, or otherwise transfer KIS (or any part thereof) to third parties;
(iv) reverse-engineer, decompile, or disassemble KIS (or any part thereof) or attempt to derive its source or object code;
(v) use KIS (or any part thereof) to provide facility management services, operate a service bureau, or offer similar services to third parties.
4.3 Unauthorized Use
4.3.1 The Customer may not:
a. intentionally access, store, distribute, or transmit viruses or materials that are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive, facilitate illegal activities, depict sexually explicit images, or promote violence or discrimination;
b. use KIS to provide services to third parties;
c. transfer its rights under the Agreement temporarily or permanently;
d. attempt or assist others in attempting to gain unauthorized access to the Service.
KATE Innovations reserves the right to block the Customer’s or an Authorized User’s access to the Service if this article is violated.
4.3.2 The Customer shall prevent unauthorized access to or use of the Service and immediately notify KATE Innovations of any such unauthorized access or use.
4.3.3 KATE Innovations is entitled to audit the Customer’s and Authorized Users’ use of KIS. Such audits will be conducted at KATE Innovations’ expense unless they reveal non-compliant use by the Customer.
5. CUSTOMER OBLIGATIONS
5.1 The Customer shall provide all necessary cooperation to KATE Innovations for the provision of the Services, including but not limited to:
a. Providing all information and documents reasonably required by KATE Innovations;
b. Proactively informing KATE Innovations of activities that may impact Service delivery;
c. Timely approvals, decision-making, and issue investigation;
d. Availability of qualified business, technical, and managerial personnel;
e. Compliance with all applicable laws and regulations; and
f. Timely fulfillment of all other responsibilities stated in the Agreement.
5.2 If KATE Innovations provides Services on-site at the Customer’s premises, the Customer must provide suitable office space, furniture, and necessary facilities with telephone access.
6. CHANGE PROCEDURE
6.1 If the Customer requests a Change, it must submit a written request detailing the proposed Change and its reasons.
6.2 KATE Innovations will assess the feasibility and impact of the requested Change.
6.3 If KATE Innovations agrees to proceed, it will submit a written proposal for modifying the Agreement.
6.4 Once both Parties sign the proposal, the Change becomes an integral part of the Agreement.
7 INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION
7.1 KATE Innovations retains all IP Rights to its Materials, including modifications made under the Agreement.
7.2 The Customer grants KATE Innovations a royalty-free, non-exclusive license to use all necessary Customer Materials and Data to deliver the Services.
7.3 The Customer grants KATE Innovations the right to use anonymized and aggregated datasets for business, market analysis, and revenue evaluation.
7.4 KATE Innovations shall defend the Customer against third-party claims alleging that the Licensed Products infringe copyrights or patents, provided that:
a. The infringement was not caused by modifications made by the Customer or third parties;
b. The Licensed Products were not used with Third-Party Software;
c. The Licensed Products were used as agreed upon.
8 FEES AND BILLING
8.1 The Customer shall pay the Fee for Services provided under the Agreement.
8.2 The Fee for KIS is periodic and due from the applicable Start Date.
8.3 If KIS is used beyond agreed terms, additional charges will apply.
8.4 Professional Services Fees are calculated based on actual costs unless agreed otherwise.
8.5 The Customer shall pay invoices within thirty (30) days of receipt.
8.6 Fees may be increased annually based on the applicable Service Price Index (DPI) or increased third-party costs.
9. CONFIDENTIALITY
9.1 Parties shall only use Confidential Information to fulfill their rights and obligations under the Agreement.
9.2 Confidentiality does not apply to information:
a. Already in the public domain;
b. Already known before negotiations;
c. Required by law to be disclosed.
9.3 If unauthorized disclosure occurs, the affected Party must notify the other and cooperate in enforcement actions.
10 DATA SECURITY AND DATA PROCESSING
10.1 If KATE Innovations processes Personal Data under the Agreement, it acts as a Processor towards the Client.
10.2 Both Parties shall comply with all their respective obligations under the applicable Privacy Legislation. The Client guarantees that the data it provides to KATE Innovations to enable KATE Innovations to deliver the Services has been lawfully obtained and that it will indemnify and hold harmless KATE Innovations against all claims for damages and/or fines imposed on the service provider in relation to its use of the Services and/or Personal Data or its violation of the Privacy Legislation.
10.3 KATE Innovations shall: a. If applicable, process Personal Data as described in the Agreement; b. Process Personal Data only in accordance with the Client’s instructions, meaning that the Personal Data may only be processed to the extent necessary to perform the Services and for the purposes specified in the Agreement; c. Ensure that only employees of KATE Innovations or the Sub-processor who need to process or access the Personal Data to fulfill their duties under the Agreement have access to it; d. Provide reasonable cooperation to ensure that the Client can meet its legal obligations when a Data Subject exercises their rights under the Privacy Legislation; e. From the date the Agreement ends, return all Personal Data and copies thereof to the Client or a third party designated by the Client, at the Client’s choice; and f. Not process or transfer Personal Data outside the European Economic Area without the prior written consent of the Client. Such consent may be subject to reasonable conditions imposed by the Client.
10.4 KATE Innovations may engage one or more Sub-processors, provided it enters into a sub-processing agreement with such Sub-processors requiring them to comply with obligations similar to those of KATE Innovations under this Article 10. KATE Innovations may replace a Sub-processor at any time and will notify the Client of such replacement. If the Client does not object on reasonable grounds within thirty (30) days, consent is deemed to be granted.
10.5 KATE Innovations shall ensure that its Sub-processors cooperate at all times in a reasonable audit performed at the Client’s expense in accordance with this Article 10.
10.6 KATE Innovations shall: a. Implement and maintain appropriate TOMs (Technical and Organizational Measures) against accidental destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, or any form of unlawful processing. The TOMs are listed in the Portal; b. Comply with the TOMs and establish additional or revised TOMs in the Agreement if required by local laws applicable to the Client’s processing activities; c. Maintain adequate security measures and procedures to prevent unauthorized access to data processing equipment; and d. Ensure that the TOMs: i. Align with the state of technology and are adequate considering the nature of the Personal Data, its processing, and associated risks; and ii. Are implemented so that the Client remains compliant with applicable Privacy Legislation regarding KATE Innovations’ processing of Personal Data on behalf of the Client.
10.7 KATE Innovations agrees to: a. Provide reasonable cooperation to the Client in fulfilling its obligations under Article 35 GDPR, with the understanding that any costs incurred by KATE Innovations for such cooperation shall be borne by the Client; b. Keep Personal Data strictly confidential in accordance with the Agreement and ensure that employees or Sub-processors are bound by the same confidentiality obligations before being given access to Personal Data; c. Ensure that only employees of KATE Innovations or the Sub-processor required to process or access Personal Data for the performance of the Agreement do so; and d. Ensure that the measures and procedures in place are sufficient to comply with data processing laws and regulations.
10.8 If KATE Innovations becomes aware of a Personal Data Breach, it shall notify the Client without undue delay.
10.9 The notification referred to in Article 10.8 shall: a. Include the time, date, and location of the Personal Data Breach, along with a detailed description of the breach, including affected Personal Data; b. Assess the likely consequences of the breach; and c. Describe the measures taken or to be taken to mitigate the consequences of the breach.
10.10 In the event of a Personal Data Breach, KATE Innovations shall also: a. Provide any additional information and cooperation reasonably required by the Client to fulfill its obligations under Privacy Legislation; b. Keep the Client informed of any new information regarding the breach; c. Not notify any third party of the breach without prior written consent from the Client, except as required by law; and d. Take immediate measures to prevent a recurrence of the breach.
10.11 Except as provided in this Article 10, KATE Innovations may only disclose Personal Data: a. Upon the Client’s instruction; b. If required by law or a court order, in which case disclosure shall be limited to a need-to-know basis; or c. If required by a stock exchange, regulator, or government agency, also limited to a need-to-know basis.
10.12 KATE Innovations allows the Client and the Client’s accountants or the relevant regulator to conduct an audit to assess whether KATE Innovations complies with its obligations stated in this Article 10. Under no circumstances is KATE Innovations required to grant the aforementioned accountants access to Personal Data or Confidential Information of parties other than the Client.
11 LIABILITY
11.1 If KATE Innovations is liable, it shall, regardless of the grounds for liability, including indemnifications and/or breached warranty obligations, under no circumstances be obliged to compensate for Indirect or Consequential Damages. Any obligation to pay damages is subject to the limitations set out in Articles 11.2 and 11.3.
11.2 The total and aggregate liability of KATE Innovations per calendar year for damages, regardless of the grounds for liability, including indemnifications and breached warranties, is limited to:
a. fifty percent (50%) of the Fee paid or payable under the Agreement for the same calendar year.
11.3 Article 11.2 does not apply to liability arising in connection with (i) willful misconduct or (ii) gross negligence.
11.4 Except for the indemnification provided by KATE Innovations under Article 7.4, the Client shall indemnify and hold KATE Innovations harmless from and against any claims based on the allegation that the Client is acting unlawfully by using KATE Innovations’ Software. The Client bears full responsibility for the manner in which it uses the Licensed Products.
12 DURATION AND TERMINATION
12.1 General
12.1.1 The Agreement comes into effect on the Effective Date for the duration of the Initial Term and terminates in accordance with the grounds specified in this Article 12.
12.2 General Termination
12.2.1 Termination by the Client under this Article 12 does not entitle the Client to a refund of any Fees for Services provided prior to termination.
12.3 Renewal and Termination
12.3.1 Upon expiration of the Initial Term, the Agreement shall automatically renew for successive periods of one (1) year (the “Renewal Term”), unless either Party terminates the Agreement at the end of the Initial Term or, as applicable, at the end of the then-current Renewal Term by providing the other Party with at least three (3) months’ prior written notice.
12.4 Dissolution
12.4.1 The Parties are entitled to dissolve the Agreement in whole or in part if such dissolution is permitted under applicable law.
12.5 Bankruptcy
12.6 KATE Innovations may, at any time and with immediate effect, dissolve the Agreement in whole or in part without stating reasons if:
a. the other Party applies for (provisional) suspension of payments, has such an application filed against it, or is granted (provisional) suspension of payments;
b. the other Party applies for bankruptcy, has its bankruptcy filed, or is declared bankrupt;
c. the business activities of the other Party have been terminated; and
d. a substantial part of the other Party’s assets is seized, materially affecting the performance of the Agreement, or rendering the other Party incapable of fulfilling its obligations under the Agreement.
12.7 Other Provisions
12.7.1 Regardless of the grounds for termination, termination does not affect the Client’s payment obligations incurred up to the effective date of termination, nor does it affect payments made by the Client prior to termination.
12.7.2 The termination of an Agreement (regardless of the cause) does not affect the accrued rights or liabilities of the Parties.
12.7.3 Termination does not affect provisions that, by their nature, are intended to remain in force after termination. These include, among others:
- Article 9 (Confidentiality)
- Article 10 (Data Security and Data Processing)
- Article 11 (Liability)
- Article 14 (Applicable Law and Jurisdiction)
13 EXIT
13.1 Upon request by the Client and subject to payment of the agreed Fee for Additional Services, KATE Innovations shall provide reasonable assistance in transferring Client data and facilitating the orderly transition of KATE Innovations’ obligations under these General Terms and Conditions to the Client or a successor supplier, as specified in an agreed exit plan (the “Exit Plan”) and the Agreement.
13.2 KATE Innovations agrees, upon request by the Client, to continue the provision of KIS in accordance with the Agreement’s requirements for a maximum of three (3) calendar months after termination, provided that:
(i) the Client continues to pay all fees due for such services in advance, and
(ii) the Client has not breached the Agreement.
13.3 Up to sixty (60) calendar days after termination has become effective, or after KATE Innovations has ceased providing KIS in accordance with Article 13.2, KATE Innovations shall retain Client data in an encrypted form for the Client. After this sixty (60) calendar-day period, KATE Innovations shall permanently delete and destroy all Client data, including any existing backups. KATE Innovations shall confirm this deletion to the Client in writing.
13.4 Upon execution of the process described in Articles 13.1 to 13.3:
a. all granted usage rights immediately expire, and KATE Innovations shall cease providing the Service;
b. the Client shall immediately pay all outstanding Fees to KATE Innovations; and
c. each Party shall return all equipment, property, Materials, and any other items (including copies thereof) belonging to the other Party and shall cease using them.
Here is the translation of the provided text into English:
14 MISCELLANEOUS
14.1 Conditions of the Cloud Provider
14.1.1 Client acknowledges that KIS is hosted by the Cloud Provider and that KATE Innovations is subject to the Cloud Provider’s Conditions, which are generally applied by the Cloud Provider and cannot be modified by KATE Innovations. KATE Innovations informs Client of the Cloud Provider’s Conditions in the Portal.
14.1.2 Client may not use KIS in a manner that constitutes a breach of the Cloud Provider’s Conditions by KATE Innovations, and KATE Innovations is indemnified and held harmless by Client against any third-party claims related to a breach by Client of its obligation under this Article 14.1.2.
14.1.3 KATE Innovations may suspend the delivery of KIS without liability to comply with the Cloud Provider’s Conditions or to prevent KATE Innovations from suffering damage due to Client’s use of KIS.
14.1.4 Client agrees to provide KATE Innovations with the information or Materials concerning Client that KATE Innovations or the Cloud Provider may reasonably request to verify Client’s compliance with the Cloud Provider’s Conditions.
14.1.5 In addition to other rights, KATE Innovations has the right to immediately suspend Client’s access to KIS if:
a. Client’s use of KIS poses an immediate security risk to the Cloud Provider, KATE Innovations, or any third party; or
b. Client causes a breach of the Cloud Provider’s Conditions by KATE Innovations, provided that KATE Innovations notifies Client in advance where reasonably possible and promptly escalates any (intended) suspension to Client’s management.
14.1.6 If Client’s right to access or use (part of) the Service is properly suspended by KATE Innovations, Client remains responsible for all due Compensations during the suspension period.
14.2 Other
14.2.1 Client’s rights and obligations under these General Conditions may not be transferred without the prior written consent of KATE Innovations. This article is expressly intended to have contractual and proprietary effect.
14.2.2 An amendment or waiver of a provision and a waiver of a default under the Agreement shall only be effective if made in writing and signed by the Parties in accordance with the Agreement.
14.2.3 If a Party fails to exercise or delays exercising a right or remedy provided by law or the Agreement, this does not constitute a waiver of the right or remedy, does not affect the right or remedy, and does not prevent the later exercise of the right or remedy. A single or partial exercise of a right or remedy does not prevent further exercise of the right or remedy or the exercise of another right or remedy.
14.3 Interpretation
14.3.1 In case of conflict or inconsistency between the General Conditions and the rest of the Agreement, the provisions of the General Conditions shall prevail, unless the Agreement explicitly and in writing deviates from a specific part of the General Conditions with reference to the relevant article of the General Conditions.
14.3.2 Unless expressly stated otherwise in these General Conditions:
a. “in writing” includes electronic communication by e-mail and via the internet;
b. unless the context requires otherwise, singular words include the plural and vice versa.
14.3.3 No provision in the Agreement creates a partnership between the Parties or makes one Party the agent of the other for any purpose, unless expressly stated otherwise. A Party is not authorized to bind the other Party, enter into a contract in the name of the other Party, or incur an obligation for the other Party in any manner or for any purpose.
14.3.4 If any provision of the Agreement or part thereof is deemed invalid, unlawful, or unenforceable, this shall not affect the validity, lawfulness, and enforceability of the remaining provisions. The invalid provisions shall, if necessary, be adapted or modified in accordance with applicable law to reflect the original intent of the Parties.
14.3.5 The mere lapse of a date or agreed term for the performance of the Service does not automatically constitute a default under the Agreement.
14.3.6 The Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes and terminates any prior written or oral agreement between the Parties regarding the same.
14.3.7 Links to third-party websites: KATE Innovations is not responsible for the operation of third-party websites or services, the content of third-party websites or services, links contained in third-party websites or services, or changes or updates to third-party websites or services. KATE Innovations provides these links and access to third-party websites and services solely for Client’s convenience. The inclusion of a link or access does not imply that KATE Innovations endorses the third-party website or service
15 APPLICABLE LAW AND JURISDICTION
15.1 The Agreement shall be governed by and construed in accordance with Dutch law.
15.2 All disputes, disagreements, or claims between the Parties arising out of or in connection with the Agreement or further contracts resulting therefrom shall be subject to ICT mediation in accordance with the ICT Mediation Regulations of the Stichting Geschillenoplossing Automatisering (SGOA), established in The Hague. The Parties agree to cooperatively attend the first mediation meeting. Thereafter, the Parties are free to terminate the ICT mediation at any time for any reason.
15.3 As long as the ICT mediation is not terminated, neither Party shall submit the dispute to the court, except to preserve rights or make necessary interim arrangements.
15.4 If a dispute is not resolved through ICT mediation or if the ICT mediation is terminated by either Party, the competent court of the Netherlands Commercial Court in Amsterdam shall have exclusive jurisdiction to adjudicate all disputes, disagreements, or claims between the Parties arising out of or in connection with the Agreement or further contracts resulting therefrom.
16 DEFINITIONS
16.1 In the Agreement, the following terms have the meanings specified:
– “Number of Licenses” means the maximum number of agreed Registered Users specified in the Agreement;
– “General Conditions” means these terms of KATE Innovations;
– “GDPR” means the General Data Protection Regulation (EU) 2016/679;
– “Data Subject” means a natural person whose Personal Data is processed;
– “Authorized Use” means the use of KIS in accordance with the Agreement and the relevant Service Order;
– “Authorized Users” are natural persons who are employees of the Client, of Authorized Affiliated Companies, and professional service providers of the Client;
– “Appendices” means the documents referred to as such by KATE Innovations in the Agreement or attached thereto;
– “Cloud Environment” means the servers and infrastructure provided as a service by the Cloud Provider and on which the Licensed Products are hosted by KATE Innovations;
– “Cloud Provider” means any third-party provider engaged by KATE Innovations to provide the Cloud Environment from time to time;
– “Contract Year” means each consecutive period of 12 months from the Effective Date;
– “Deliverables” means the agreed work products developed by KATE Innovations specifically for the Client under a Service Order and identified as such in the relevant Service Order;
– “Documentation” means the manuals and other underlying materials in paper or electronic form or any other form describing the functions and operation of the Licensed Products, which may be made available by KATE Innovations;
– “First Payment” means the Compensation due on the Effective Date as specified in the Agreement;
– “Features” means a functionality that is an optional part of the Product and generally offered by KATE Innovations on the market as a paid option for a particular Product, as determined by KATE Innovations from time to time;
– “Actual Performance” means the extent to which the Target regarding a KPI over a certain period (e.g., the Reporting Period or the Measurement Period) is actually achieved;
– “Authorized Affiliated Companies”** means those entities that are Affiliated Companies of the Client on the Effective Date of the Agreement until the moment that entity is no longer an Affiliated Company;
– “Data” means all data and information, including Personal Data, provided by the Client and/or its Affiliated Companies, or any data obtained, developed, manufactured, or processed by KATE Innovations or a Subcontractor, or data resulting from the Services;
– “Registered User” means an Authorized User who is registered by name in KIS;
– “Licensed Products”means those Products identified as such in the Agreement that may be used by the Client as part of KIS;
– “Affiliated Company(ies)” means any entity that has Control over, is under Control of, or is under joint Control with a Party and is identified as such in the Agreement;
– “Good Industry Practice” with respect to the performance by KATE Innovations of Services and any part thereof, means the commercially reasonable efforts of KATE Innovations to deliver the Services with the skill, dedication, and care that can reasonably be expected from another service provider in the same field as KATE Innovations;
– “IP Rights” means patents, trademarks, service marks, logos, trade names, internet domain names, design rights, copyrights (including rights in computer software) and moral rights, database rights, rights in the topography of semiconductors, utility models, rights in know-how, and other intellectual property rights, whether registered or not, and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world;
– “Security Breach” means any breach of security that accidentally or unlawfully leads to or may have led to the destruction, loss, alteration, compromise, or disclosure of or access to stored, transmitted, or otherwise processed Personal Data in connection with the provision or use of the Services;
– “Indirect Damage and Consequential Damage” means loss of actual or expected profit, loss of revenue, missed savings, loss of data, loss of goodwill and/or business interruption, and all other indirect damage or consequential damage;
– “Effective Date” means the date specified as such in the Agreement and, in the absence thereof, the date on which the Client accepts the offer for the Service;
– “Initial Term” means the period specified as such in the Agreement, or, in the absence thereof, three hundred sixty-five (365) calendar days from the Effective Date;
– “Kate Innovations SaaS” or “KIS” means Software as a Service (SaaS), consisting of the Client’s ability to access and use the Licensed Products in the Cloud Environment;
– “KATE Innovations” means KATE Innovations BV;
– “Client Material” means material of the Client or material licensed to the Client by third parties;
– “KPI or Key Performance Indicator” means any criterion identified as such in the Service Description used to measure the performance of KATE Innovations with respect to a particular part of KIS;
– “Term” means the term that begins on the Effective Date and ends upon termination of the Agreement;
– “Material” means software, documents, manuals, equipment, servers, infrastructure, databases, programming tools, methodologies, reports, designs, drawings, trade secrets, and trademarks, machine-readable text and files (both in hardcopy and electronic form) and all other documentation, materials, and information;
– “Third-Party Material” means material developed and/or owned by a third party;
– “KATE Innovations Material” means the Software and all Material developed by KATE Innovations, its Affiliated Companies, and/or its Subcontractors or that they possess or have licensed;
– “Measurement Period” means the time period per KPI during which the Actual Performance of the relevant KPI is measured and calculated as specified in the Service Description;
– “New Release” means a version of the Licensed Products designated by KATE Innovations as a new release that has a significant functionality distinguishing it from previous versions of the Licensed Products;
– “Subcontractor(s)” means any person or entity to whom KATE Innovations subcontracts the performance of its obligations under the Agreement;
– “Agreement” means any agreement, whether or not in the form of a Service Order, between the Client and KATE Innovations to which the General Conditions apply;
– “Other Service” means all services other than KIS provided by KATE Innovations to the Client;
– “Personal Data” means personal data as defined in Article 4 of the GDPR;
– “Portal” means the KATE Innovations website accessible to clients of KATE Innovations [url];
– “Privacy Legislation” means all data protection legislation applicable to the processing (including transfer) and use of Personal Data in connection with activities performed under the Agreement, including, but not limited to, the GDPR (and any amendments thereto) and all local legislation implementing the applicable data protection legislation in the country where the Parties or Subcontractors are established;
– “Products” means a package of the Software identified as such by KATE Innovations and generally offered from time to time by KATE Innovations as KIS;
– “Professional Service” means Other Services provided by KATE Innovations to support the Client in implementing a Licensed Product and specified in the Agreement for the provision of those services;
– “Service Levels” means the Targets for the delivery of KIS as specified in the Service Description;
– “Service Order” or “SO” means an agreement designated as such by Kate Innovations specifying the Licensed Products and/or any other agreed Other Services;
– “Service(s)” means KIS and all Other Services that KATE Innovations will provide to the Client as agreed in writing in the Agreement;
– “Service Description” means the then-current description of KIS agreed to in a Service Order, as specified in the Portal (reference to be included);
– “Software” means software developed by KATE Innovations and/or its Affiliated Companies in object code;
– “Third-Party Software” means software owned by a third party and used by the Client in connection with the Licensed Products;
– “Subprocessor” means any processor engaged by the Processor;
– “Target” means the performance per KPI that KATE Innovations aims to achieve, as set out in the Service Description;
– “Review Period” means the time period described in the Service Description covered by the assessment of the Actual Performance regarding the relevant KPI;
– “TOMs” means technical and organizational measures;
– “Updates” means all modifications, revisions, upgrades, fixes, and corrections to the Licensed Products (excluding New Releases) developed by KATE Innovations and generally made available to its clients;
– “Compensation” means the compensation for the Services specified in the Service Order;
– “Extension Period” has the meaning specified in Article 12.3;
– “Reporting Period” means the time period described in the Service Description covered by the report regarding the Actual Performance;
– “Confidential Information” means the Software and all information in any form and on any medium that is kept confidential by the Party (or Subcontractors of that Party) from whom the information originates and has not come into the public domain in breach of a confidentiality obligation, including, but not limited to, information relating to commercial or technical know-how, technology, business operations and strategies, and information relating to customers, pricing, and marketing of a Party;
– “Processor” means a natural person or legal entity, public authority, agency, or other body that processes Personal Data on behalf of the Controller;
– “Controller” means a natural person or legal entity, public authority, agency, or other body that, alone or jointly with others, determines the purposes and means of the processing of Personal Data;
– “Conditions of the Cloud Provider” means the conditions that KATE Innovations brings to the attention of the Client from time to time as being the regulations of the Cloud Provider regarding the use and provision of the Cloud Environment;
– “Change”means a modification to (the scope of) the Services, Service Levels, and/or Deliverables of the Agreement;
– “Control” with respect to an entity, means the direct or indirect legal or economic ownership of fifty percent (50%) or more of the share capital (or another ownership interest, if not a bv or nv) of that entity to which voting rights are normally attached, or an equivalent contractual right to exercise control over management decisions regarding relevant matters.
The translation provided above was generated automatically and may contain errors or inaccuracies. While efforts have been made to ensure the accuracy of the translation, it is not guaranteed to be free from mistakes. The original text in Dutch remains the authoritative version. Please consult the original document for any legal or official purposes.