Please read these Terms and Conditions carefully. These Terms and Conditions apply as between you, the user of the Services provided therein and Kanbanchi Limited (UK), the owner of the Services.
Your agreement to comply with and be bound by these terms and conditions and to grant any and all licences required is deemed to occur upon your acceptance of these terms and conditions prior to your first use of the Services. All the provision of the Services and contracts that the Provider may enter into from time to time for the provision of the Services shall be governed by these Terms and Conditions.
By starting using the Services you confirm that you have read and accepted these Terms and Conditions.
1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:
“Account” means collectively the personal information and credentials used by the Customer to access and use the Services;
“Affiliate” means an entity that controls, is controlled by, or is under common control with the relevant entity;
“Agreement” means the binding agreement that shall come into effect between the Customer and the Provider following the Customer’s acceptance of these terms and conditions and which shall incorporate these terms and conditions;
“Business Day” means any weekday other than a bank or public holiday in England;
“Charges” means the Subscription fee as well as other amounts that the Customer agreed to pay to the Provider (for example, additional cost of training sessions);
“Confidential Information” means the Provider Confidential Information and the Customer Confidential Information;
“Customer” means the person or company that uses the Services;
“Customer Confidential Information” means any information disclosed by or on behalf of the Customer to the Provider at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described by the Customer as “confidential”;
“Customer Data” means all data, works and materials generated by the Services as a result of the use of the Services by the Customer;
“Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement;
“Customisation” means a customisation of the Services, whether made by the Provider through the development, configuration or integration of software, or otherwise;
“Data Protection Laws” means all applicable laws relating to the processing and storing of Personal Data including, while it is in force and applicable to Customer Personal Data, the EU General Data Protection Regulation Regulation 2016 (GDPR);
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Maintenance Services” means the general maintenance of the Services, and the application of updates;
“Personal Data” has the meaning given to it in the General Data Protection Regulation;
“Provider” means Kanbanchi Limited (UK);
“Provider Confidential Information” means any information disclosed by or on behalf of the Provider to the Customer at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described by the Provider as “confidential” or should have been understood by the Customer (acting reasonably) to be confidential;
“Services” means Kanbanchi application (www.kanban-chi.appspot.com) and Kanbanchi website (www.kanbanchi.com);
“Subscription” means the access to the Services that is purchased by the Customer;
“Subscription fee” means the the sum of money paid to the Provider by the Customer to enable them to access the Services;
“Subscription period” means the period for which a Subscription has been purchased;
“Support Services” means support in relation to the use of, and the identification and resolution of errors in the Services, but shall not include the provision of consulting and training services;
“Term” means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
“Terms and Conditions” means all the documentation containing the provisions of the Agreement, including any amendments to that documentation from time to time;
“Third Party Services” means any hosted or cloud services provided by any third party that may transmit data to and/or from the Services;
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
(a) “writing”, and any cognate expression, includes a reference to any communication affected by electronic or facsimile transmission or similar means;
(b) a Clause is a reference to a Clause of these terms and conditions.
1.3 The headings used in these terms and conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
1.4 Words imparting the singular number shall include the plural and vice versa.
2.1 The Agreement shall come into force upon the sign up to the Services.
2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause
3.1 The Provider shall provide an opportunity for the Customer to access upon the completion of a signup process and the purchase of any Subscription offered by the Provider.
3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Services by means of a web browser during the Term.
3.3 The Customer shall use reasonable endeavours, including reasonable security measures relating to the Account access details, to ensure that no unauthorised person may gain access to the Services using their Account.
3.4 The Customer must not use the Services in any way that causes or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
3.5 The Customer must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.6 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code, and source code) of the Services, either during or after the Term.
3.7 The Customer may not reproduce, copy, duplicate, trade or sell the Services.
3.8 Kanbanchi is not directed to children under the age of 14, and we expect that any use by children will only be done with the guidance, supervision, and consent of their parents, guardians or authorized school officials who are responsible for compliance with any applicable laws.
4.1 The Provider and the Customer may agree that the Provider shall design, develop and implement Customisation(s) at an additional cost.
4.2 All Intellectual Property Rights in the Customisations shall, as between the parties, be the exclusive property of the Provider (unless the parties agree otherwise in writing).
4.3 From the time and date when a Customisation is first delivered or made available by the Provider to the Customer, the Customisation shall form part of the Services, and accordingly from that time and date the Customer’s rights to use the Customisation shall be governed by Clause 3.
4.4 The Customer acknowledges that the Provider may make any Customisation available to any of its other customers or any other third party.
5. Maintenance Services
5.1 The Provider shall provide the Maintenance Services to the Customer during the Term.
5.2 The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue.
6. Support Services
6.1 The Provider shall provide the Support Services to the Customer who has obtained the Subscription during the Term.
6.2 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue.
7. Customer Data
7.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under the Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under the Agreement.
7.2 The Customer warrants to the Provider that the Customer Data, when used by the Provider in accordance with the Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation in any jurisdiction and under any applicable law.
7.3 The Customer agrees that the Provider may use Customer’s name and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. If the Customer wishes to use the Provider’s trade names, trademarks, service marks, logos, domain names and other distinctive brand features, the Customer may do so, as long as such use is in compliance with this Agreement.
8. Integrations with Third Party Services
8.1 The Provider may integrate any Third Party Services with the Services at any time.
8.2 The Provider may remove, suspend or limit any Third Party Services integration at any time in its sole discretion.
8.3 The Customer acknowledges that:
(a) the integration of Third Party Services may entail the transfer of Customer Data and Customer Personal Data from the Services to the relevant Third Party Services; and
(b) the Provider has no control over, or responsibility in respect of, any disclosure, modification, deletion or other use of Customer Data and Customer Personal Data resulting from any integration with any Third Party Services.
8.4 The Customer hereby consents to the transfer of the Customer Data and Customer Personal Data to the integrated Third Party Services.
8.5 The Customer warrants to the Provider that the transfer of Customer Data and Customer Personal Data by the Provider to a provider of Third Party Services in accordance with this Clause 8 will not infringe any person’s legal or contractual rights and will not put the Provider in breach of any applicable laws.
8.6 Save to the extent that the parties expressly agree otherwise in writing:
(a) the Provider gives no warranties or representations in respect of any Third Party Services; and
(b) the Provider shall not be liable to the Customer in respect of any loss or damage that may be caused by any Third Party Services or any provider of Third Party Services.
9. No assignment of Intellectual Property Rights
9.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
10.1 The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions or any other agreement they might have.
10.2 Services will activate on the date that the Customer commences paying Subscription fees. The Customer’s credit/debit card or PayPal account will be billed on activation and regularly thereafter. The option of a bank transfer is available upon request in case other methods of payment can’t be used by the Customer.
10.3 If the Customer terminates their Subscription they will continue to have access to the Services for the remainder of the prevailing Subscription Period up until the renewal date whereupon access will cease unless the Customer chooses to pay the Subscription fee to reactivate their Subscription.
11. Confidentiality obligations
11.1 The Provider must:
(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without the Customer’s prior written consent;
(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care.
11.2 The Customer must:
(a) keep the Provider Confidential Information strictly confidential;
(b) not disclose the Provider Confidential Information to any person without the Provider’s prior written consent;
(c) use the same degree of care to protect the confidentiality of the Provider Confidential Information as the Customer uses to protect the Customer’s own confidential information of a similar nature, being at least a reasonable degree of care.
11.3 Notwithstanding Clauses 11.1 and 11.2, a party’s Confidential Information may be disclosed by the other party to that other party’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Agreement.
11.4 No obligations are imposed by this Clause 11 with respect to a party’s Confidential Information if that Confidential Information:
(a) is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the other party; or
(c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.
11.5 The restrictions in this Clause 11 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request.
11.6 Upon the termination of the Agreement, each party must immediately cease to use the other party’s Confidential Information.
12. Data protection
12.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
12.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does, in fact, disclose to the Provider under or in connection with the Agreement.
12.3 The Provider shall process and store the Customer Personal Data during the Term and after if the Customer doesn’t choose to delete their data when terminating the Agreement.
12.4 Notwithstanding any other provision of these Terms and Conditions, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information.
12.5 The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
12.6 The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.
12.7 The Provider shall provide an opportunity to delete all of the Customer Personal Data when terminating the Agreement.
12.8 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to these Terms and Conditions as may be necessary to remedy such non-compliance.
13.1 The Provider warrants to the Customer that:
(a) the Provider has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions;
(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfillment of the Provider’s obligations under these Terms and Conditions; and
(c) the Provider has or has access to all necessary know-how, expertise, and experience to perform its obligations under these Terms and Conditions.
13.2 The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.
14. Acknowledgments and warranty limitations
14.1 The Customer acknowledges that complex software is never wholly free from defects, errors, and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Services will be wholly free from defects, errors, and bugs.
14.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Services will be entirely secure.
14.3 The Customer acknowledges that the Provider does not warrant or represent that the Services will be compatible with any other software or systems used by the Customer and that it will be entirely fit for a particular purpose.
14.4 The Customer acknowledges that the Provider will not provide any legal, financial, accounting or taxation advice under these Terms and Conditions or in relation to the Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Provider does not warrant or represent that the Services or the use of the Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
14.5 The Provider shall use its best and reasonable endeavours to ensure that all information provided on the Services is accurate and up to date, however, it makes no warranty or representation that this will always be the case. The Provider makes no guarantee of any specific results from the use of the Services.
14.6 No part of the Services is intended to constitute advice of any kind and the content of the Services should not be relied upon when making any decisions or taking any action of any kind.
14.7 Whilst every effort has been made to ensure that all descriptions of Services available from the Provider correspond to the actual services available, the Provider is not responsible for any variations from these descriptions.
15. Limitations and exclusions of liability
15.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud;
(c) limit or exclude any liabilities that may not be limited or excluded under applicable law.
15.2 The limitations and exclusions of liability set out in this Clause 15 and elsewhere in these Terms and Conditions:
(a) are subject to Clause 15.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in any additional contract, except to the extent expressly provided otherwise in these Terms and Conditions.
15.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
15.4 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.
15.5 Neither party shall be liable to the other party in respect of any loss of revenue or income.
15.6 Neither party shall be liable to the other party in respect of any loss of use or production.
15.7 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.
15.8 Neither party shall be liable to the other party in respect of any indirect or consequential loss or damage.
15.9 The liability of the Provider to the Customer under the Agreement in respect of any event or series of related events shall not exceed the greater of the total amount paid and payable by the Customer to the Provider under the Agreement.
16. Force Majeure Event
16.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement that obligation will be suspended for the duration of the Force Majeure Event.
16.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:
(a) promptly notify the other in writing; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
16.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
17.1 If the Customer wishes to terminate the Agreement they may do so by:
(a) deleting their Account using the Services; or
(b) informing the Provider in writing that they wish to terminate this Agreement.
17.2 The Provider reserves the right to terminate the Agreement, delete the Customer’s Account or restrict the Customer’s access to the Services at any time for the following reasons:
(a) the Customer has committed a material breach of these Terms and Conditions, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the Customer fails to remedy the breach within 14 days after a written notice to do so;
(b) the Customer has indicated, expressly or impliedly, that they do not intend to or are unable to comply with these Terms and Conditions;
(c) the Provider is required to do so by law;
(d) it has become, in the reasonable opinion of the Provider, its Affiliates or advisers, no longer commercially viable to continue providing the Services;
(e) the Provider is no longer providing the Services in the Customer’s country of residence.
17.3 If the Provider terminates the Agreement as a result of the Customer’s breach of these Terms and Conditions the Customer will not be entitled to any refund.
17.4 If the Provider terminates the Agreement for any other reason, the Customer will be refunded any remaining balance of their Subscription Fee.
17.5 In the event that the Provider terminates the Agreement, the Customer will cease to have access to the Services from the date of termination.
17.6 If the Customer terminates their Subscription, they will continue to have access to the Services for the remainder of the prevailing Subscription Period.
17.7 In the event that the Agreement is terminated, the Customer’s access to the Services will be suspended. Any content that the Customer has submitted or created will become inaccessible to the Customer from the date on which the Services become inaccessible.
17.8 Upon termination of the Agreement, the Customer shall cease to be bound by all obligations set out in these Terms and Conditions with the exception of those expressly stated to survive the termination of the Agreement.
17.9 The Customer may choose to delete their Account and Personal Data from the Services forever upon termination of this Agreement. In this case they can do it using the Services or informing the Provider in writing that they wish to delete their Account and Personal Data.
18.1 Any notice given by the Customer to the Provider under these Terms and Conditions must be:
(a) delivered personally;
(b) sent by courier;
(c) sent by post;
(d) sent by fax;
(e) sent by email or other electronic means; or
(f) submitted using the Provider’s online notification facility.
18.2 Any notice given by the Provider to the Customer under these Terms and Conditions must be:
(a) delivered personally;
(b) sent by courier;
(c) sent by post;
(d) sent by fax;
(e) sent by email or other electronic means; or
(f) posted visibly on the Provider’s website.
19.1 The Customer must not assign, transfer or otherwise deal with the Customer’s contractual rights and/or obligations under these Terms and Conditions without the prior written consent of the Provider.
20. No waivers
20.1 In the event that either the Customer or the Provider fails to exercise any right or remedy contained in these Terms and Conditions, this shall not be construed as a waiver of that right or remedy.
21.1 If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
21.2 If any unlawful and/or unenforceable provision of these Terms and Conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
22. Third party rights
22.1 The Agreement is for the benefit of the parties and is not intended to benefit or be enforceable by any third party.
22.2 The exercise of the parties’ rights under the Agreement is not subject to the consent of any third party.
23. Entire agreement
23.1 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.
24. Law and jurisdiction
24.1 These Terms and Conditions shall be governed by and construed in accordance with the Laws of England and Wales.
24.2 Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
25. Links to Provider’s Websites and third party websites
25.1 The Provider may provide links to other websites as part of the Services. Unless expressly stated, such websites are not under the control of the Provider or that of its Affiliates. The Provider assumes no responsibility for the content of the websites and disclaims liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another website to the Services does not imply any endorsement of that website or of those in control of it.
25.2 The Customer may place the link to the Services on other websites. The Provider, in this case, has no responsibility to control where the link is placed and has no liability in case of any questions arising.