These Customer Terms of Service form a binding contract ("Contract") between Foundkit and Customer. The Contract governs Customer's use of the Services Foundkit provides to Customer.
This page informs you of our policies regarding the collection, use and disclosure of personal data when you use our Service and the choices you have associated with that data.
Foundkit ("we", "our" or "us) refers to Stanpry registered with the Chamber of Commerce under number 69047324.
Customer ("you", "your") refers to an organization that agrees to the Contract. If you don't have an affiliation with any organization when signing up for our Services, you, as an individual, will be the Customer.
This Contract enters into force once you indicate your agreement to the Contract by ticking the appropriate checkbox on our website.
Support services. Foundkit will set up a dedicated team ("support team") to answer support requests ("support requests") from Customer's users ("users") using the instructions provided by Customer. The support services together with other services mentioned in this section are referred to as the " Services".
Response time. Although we will do our best to ensure that our support team provides a response to each support request in the most reasonable terms, we cannot guarantee specific times to respond as different requests require different time to react.
Support channels. The support team will use email and live chat tools to answer support requests as agreed by Foundkit and Customer.
Availability. Foundkit will use their best efforts to ensure that the support team is available for handling support requests from users 24 hours a day and 7 days a week
Trial. You will have 3 days of a trial period during which we will provide the Services free of charge.
Account manager. We will assign a dedicated account manager to oversee the work and performance of the support team and share reports with Customer.
Customer articles. Foundkit may draft custom knowledge base articles as per pricing indicated on the website.
Daily reports. Foundkit will provide reports on a daily basis on key support metrics, including information about ticket times and average response times as well as other information as agreed by the parties .
Weekly reports. Foundkit will provide reports on a weekly basis regarding the users' feedback on Customer's product. The form and content of such reports will be agreed by the parties.
Customer will cooperate with Foundkit and provide all the necessary information or materials about its products in a timely fashion to enable Foundkit to provide the Services to Customer.
Fee schedule. The fees for the Services are indicated on the website and are based on the number of support requests handled per a particular billing month. The first billing month starts after the end of the 3 days trial period.
Additional support requests. If the number of support requests handled by the support team exceeds the number of support requests purchased by Customer for a particular billing month, Customer will be invoiced for such extra support requests.
Custom fee schedule. In case support requests of high volume are expected by Customer, Foundkit may offer a discounted custom fee schedule.
Invoicing and payment term. After the lapse of the trial period, we will start invoicing Customer for our Services upfront on a monthly basis. Foundkit will not provide the Services until the amount on an invoice is not fully paid and reserves the right to suspend the provision of the Services until the relevant payment is received by Foundkit.
Calculation of support requests. For the purposes of calculating the fees for the Services, Foundkit will use the information provided in the daily reports to Customer.
Invoice disputes. In case of a disputed invoice, Customer must notify Foundkit within 30 calendar days of receipt of the invoice and provide details as to the reasons for disputing the invoice. If only part of it is disputed, you must pay the undisputed amount. Parties will work together in good faith to resolve the dispute.
Unused support requests. Foundkit will not compensate or provide refunds for any support requests purchased by Customer for a particular billing month and that were not used during that billing month. Moreover, such unused support requests cannot be carried forward towards the next billing month.
Refund. Anytime during the first month of duration of the Contract, Customer may terminate the Contract as per its termination rights and receive the full refund of the fees paid for that first billing month.
Taxes. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “taxes”). Customer will be responsible for paying all taxes associated with its purchases.
All notices and communications with respect to the Contract must be in writing by e-mail or other means generally used by the parties in connection with the provision of the Services.
Term. The Contract will remain in effect until terminated in accordance with this section.
Termination rights. Either party may end this Contract effective upon written notice to the other party at any time without cause.
Effects of termination. The rights and obligations of the parties stipulated in section "Payment terms and pricing", "Communication and notices", "Term and Termination", "IP rights", "Confidentiality", "Liability" and any right or obligation of the parties that, by its nature, should survive termination of the Contract will survive termination of the Contract.
Ownership. Each of the party owns or possesses adequate rights to use all patents, patent rights or licenses, inventions, collaborative research agreements, trade secrets, know-how, trademarks, service marks, trade names and copyrights which are necessary to conduct its businesses under the Contract. Rights in and, in relation to, all the materials and documentation produced by Foundkit for Customer, including any articles or knowledgebase resources as well as any updates to those are owned by Customer.
Trademarks. Each party will own and retain all rights in its trademarks, logos and other brand elements (collectively, “Trademarks”). To the extent a party grants any rights or licenses to its Trademarks to the other party in connection with this Contract, the other party’s use of such Trademarks will be subject to the reasonable trademark guidelines provided in writing by the party that owns the Trademarks.
Subject to the express permissions of this Contract, each party will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Contract, each party may use each other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Contract and shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. "Confidential Information" means nonpublic proprietary information of a party (the “Disclosing Party”) that is disclosed to the other party (the “Receiving Party”), including but not limited to: (i) business or technical processes, formulae, source codes, object code, product designs, sales, cost and other unpublished financial information, customer information, product and business plans, projections, marketing data or strategies, trade secrets, intellectual property rights, know-how, expertise, methods and procedures for operation, information about employees, customer names, business or technical proposals, and any other information which is or should reasonably be understood to be confidential or proprietary to the Disclosing Party.
Confidential Information excludes information that: (a) is already known to the Foundkit without restriction on use or disclosure prior to receipt of such information from Customer; (b) is or becomes generally known by the public other than by breach of this Contract by, or other wrongful act of, the Foundkit (c) is developed by the Foundkit independently of, and without reference to, any Confidential Information; or (d) is received by the Foundkit from a third party who is not under any obligation to Customer to maintain the confidentiality of such information.
EXCEPT AS EXPRESSLY PROVIDED IN THIS CONTRACT, NEITHER PARTY MAKES ANY WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS IMPLIED OR COLLATERAL, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE, OR OF NONINFRINGEMENT. EXCEPT FOR THE INDEMNITIES IN THIS CONTRACT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM ANY BREACH OF THIS CONTRACT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
Your information, including Personal Data, may be transferred to — and maintained on — computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ from those of your jurisdiction.
If you are located outside The Netherlands and choose to provide information to us, please note that we transfer the data, including Personal Data, to The Netherlands and process it there.
Force majeure. No liability shall result from delay in performance or non-performance, in whole or in part, by either of the parties to the extent that such delay or non-performance is caused by an event of Force Majeure. “Force Majeure” means an event that is beyond a non-performing party’s reasonable control, including acts of God, strikes, lock-outs or other industrial/labour disputes, war, riot, civil commotion, terrorist act, malicious damage, epidemics, quarantines, fire, flood, storm or natural disaster. The Force Majeure party must give prompt written notice to the other party, its performance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences. Regardless of the excuse of Force Majeure, if such party is not able to perform within 45 days after such event, the other party may terminate the Contract
Modifications. Foundkit reserves the right to change this Contract at any time in its sole discretion by giving reasonable advance notice to Customer (e.g., via email notification).
Warranties. Customer represents and warrants that it has the full, right, power and authority to enter into this Contract and to fully perform its obligations hereunder.
Severability. If any part of the Contract is determined to be void or unenforceable in accordance with applicable law then the void or unenforceable clauses will be deemed superseded by valid and enforceable clauses shall be similar to the original version of the Contract and other parts and sections of the Contract shall be applicable to you and us.
Governing law and jurisdiction. The parties should try to settle any dispute in connection with this Contract by means of negotiation. The Contract shall be governed by and construed in accordance with the Dutch laws without regard to conflicts of law principles. Any legal suit, action or proceeding arising out of or related to this Contract provided hereunder shall be instituted exclusively in the courts of the Netherlands, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
Entire agreement. Except as expressly provided elsewhere on our website or the Contract, this Contract constitutes the entire agreement between the Customer and Foundkit with respect to the use of the Services and replaces all prior understandings, communications and agreements, oral or written, regarding the subject matter hereof.