TERMS AND CONDITIONS FOR SUBSCRIBERS

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  1. APPLICABILITY

The Terms and Conditions established in this document (“Terms”) apply to the purchase of any product or service (in print or digital) provided by Kendo Vault(“KV”) as well as to the access and use of KV Websites, which include but are not limited to: www.kendojidai.com, www.kendojidai.net. Contact details: Kendo Vault VOF, the Netherlands (postal address): Van Heenvlietlaan 270, 1183 CN Amsterdam +31 (0) 6 39 238 618 KV is registered in the Netherlands’ Chamber of Commerce Commercial Register under number 71960627. These Terms and Conditions have been updated in September 2019.

  1. DEFINITIONS

Agreement: Any agreement between a Customer and KV for the delivery of Service(s).

Authorized User: Any natural person who is legally entitled to access a specific KV Online Service.

Consumer: a Customer who is a natural person acting outside the scope of an economic activity (trade, business, craft, liberal profession).

Customer: any person who purchases any of the Services offered by KV. We recognize two types of customers that may or may not have similar purchase conditions: Customer is a legal person (B2B) and Customer is a Consumer (B2C).

Invoice: a document issued by (or on behalf of) KV stating the payment, delivery, transport and other relevant conditions relating to a purchase as agreed between the Customer and KV.

KV Website: is a collection of related web pages, including multimedia content, typically identified with a common domain name. A KV website may be accessible via a public Internet Protocol (IP) network, such as the Internet, or a private local area network (LAN), by referencing a uniform resource locator (URL) that identifies the website. A KV Website is always owned and operated by KV.

Licensee: A Customer who has purchased an Online Service and is entitled to Online Access.

Licence Fee: the fee for accessing an Online Service as agreed (in the Order Form).

Licensed Material/ Content: any content owned and provided by KV to Licensee included in the Online Service as per the Agreement, that may include optional tools or service(s) and to which the Licensee is entitled to have access by means of an Agreement;

Online Access: the access to the Licensed Material offered as the “Online Licensed Material” by KV through the Internet.

Order Form: KV’s (online) order form or any other document accepted by KV detailing the purchase conditions by which the Customer offers to purchase a Service in agreement with KV and subject to the relevant applicable purchase, payment, delivery, access and legal terms as outlined in these Terms.

Online Service: A combination of bundled data, information, services and tools, including but not limited to the Licensed Material, offered by KV over the internet, specified in the Agreement and to which a Licensee subscribes or an Authorized User has access to.

Price/Fees: the consideration given in exchange for the Services. Whether a specific Price or Fee includes VAT or not will be stated in the relevant communication.

Renewal Date: an anniversary of the Start Date as specified in the Agreement.

Renewal Fee: the fee agreed between the Customer and KV to be paid for a renewal of the Customer’s subscription to an Online Service.

Service: any service that KV provides to Customer pursuant to an Agreement.

Site: the physical location(s) or address(es) at which the Licensed Material will be used as per the Agreement, or in default thereof the Customer’s principal place of establishment.

Start Date: the date indicated as such on the Invoice or otherwise in the Agreement on which the Customer’s purchased subscription to an Online Service takes effect.

VAT: Value added tax.

Website User: any person who lands in any of the Online Services or KV Websites. Any Website User is bound by the terms and conditions as specified in clause 9 of these Terms and by any valid applicable regulations.

  1. GENERAL TERMS

3.1 Vendors

KV has entered into various agreements with different vendors for the fulfilment of a number of activities relating to the execution of an Agreement. By purchasing any Service, the Customer acknowledges and accepts that vendors other than KV may be responsible for performing part of the Agreement.

  1. PURCHASE & PAYMENT TERMS

4.1 Pricing

The agreed price shall be stated in the Agreement and in Invoice. Where applicable, VAT will be charged according to applicable rules on the date of the Invoice.

4.2 Purchase

An Agreement comes in effect after KV has accepted an order of Customer. Once an Agreement is effective, KV will deliver the agreed Service to the Customer, as well as one or more Invoices, as applicable.

4.3 Payment terms

Payments can be done in EUR.
KV accepts the following payment methods via different vendors
Paypal, Apple Pay, Credit Card (Master Card, VISA, AMEX), SEPA Direct Debit via iDEAL, Bancontact, Sofort: Please note that credit card – and/or bank statements may display the processing party’s name rather than KV’s name. The applicable payment terms as discussed in advance shall be stated on the invoice. For questions regarding payment terms and conditions please contact our customer services team. Payment of the Price and applicable VAT shall be collected immediately unless otherwise stated on the Invoice.

  1. DELIVERY TERMS

5.1 Supply of access to Online Services

5.1.1 General

This applies to Customers who are entitled to access any of KV’s Online Services.

5.1.2 Licence terms

The Licence Agreement means the agreement between on the one hand KV (“Licensor”) and on the other hand the Customer (“Licensee”) and it is at all times subject to the present Terms and Conditions for Subscribers. These Terms and Conditions shall apply on any offer or agreement with the exclusion of any terms and conditions used by the Licensee, and may be updated and/or amended by Licensor from time to time. By using the service you implicitly indicate acceptance of these Terms and Conditions and any applicable legal provision (including but not limited to Licensor’s copyright notice, disclaimer, privacy policy, etc.). You accept that these Terms may be modified by Licensor from time to time and agree to keep updated on such modifications.

5.1.2.1 GRANT OF LICENCE

KV hereby grants to the Licensee a non-exclusive, non-transferable Licence to access and use the Licensed Material at the Site, in accordance with the Agreement.

5.1.2.2 TERM OF LICENCE

The Licence shall remain in force for the period of time stated in the Agreement, as agreed between KV and Licensee. The Term of the Licence will start on the Start Date.

5.1.2.3 FEES AND PAYMENT CONDITIONS

If payment of the Fees has not been received by KV according to the payment conditions stated on the Invoice, Licensee will be in default without any further notice being required. KV reserves the right to withhold delivery of the Licensed Material and any updates thereof until all outstanding fees and costs are paid.

5.1.2.4 CONTENT SUPPLY

KV will supply to Licensee the Licensed Material and may at any time make modifications or improvements to the Licensed Material. KV will use all reasonable endeavours, if and to the necessary extent, to make and supply updates to the Licensed Material. KV may at any time withdraw from the Licensed Material any material included in it: a. if KV ceases, for whatever reason, to publish the publication from which such material is taken or otherwise no longer retains the right to publish such material; b. if in KV’s reasonable opinion such material contains any matter which infringes copyright or is defamatory, obscene, unlawful, or otherwise objectionable.

5.1.2.5 CONTENT ACCESS

Licensee will be given access to the Licensed Material based on Licensee’s IP address(es). In order to access and use the Licensed Material Licensee must have a working Internet connection and it is recommended that Licensee has an electronic reading programme (such as Adobe Reader for reading electronic documents in .pdf format). Access may be managed through the use of a user name and a unique passwor (or any other means of personal identification), which the License shall only use or allow to be used by authorized users. The License shall keep the identification information confidential and not disclose disseminate or pass it on to unauthorized users (group companies employees, partners, branch offices, business relations or other). KV has the right to limit or block Licensee’s online access to the Licensed Material immediately and without prior notice if and when illegal access to the Licensed Material through the associated IP address(es) has been ascertained, or when there are reasonable grounds to suspect that such illegal access will occur or has occurred through this IP address (range). Although reasonable care is given to ensure uninterrupted access to the Licensed Material, KV shall not be liable for any temporary difficulties Licensee may encounter in accessing the Licensed Material whether due to telephone connections down time of the internet server at the provider, maintenance, virus detection or elimination or any other (technical) reason whatsoever. Without prejudice to any other remedy KV may have by law in the event of breach of the obligation in this clause, by way of penalty Licensee shall become due and owing to KV a sum equal to the yearly fee for multi-user access applicable to the Licensed Material at the time of such breach.

5.1.2.6 CONTENT OWNERSHIP

The Licensed Material is not sold to Licensee. Licensee shall not acquire any right, title or interest in either the Licensed Material or in any documentation, material or content made available to Licensee. Any such documentation, material or content will remain at all times the property of KV. All rights in the Licensed Material whether these exist or may come into existence which are not specifically granted to Licensee by the Agreement are expressly reserved to KV or to such other right holders as stated on the Licensed Material. Any copyrighted material is reproduced by KV with the permission of the copyright holder.

5.1.2.7 AUTHORIZED AND UNAUTHORIZED USE

(i) Licensee shall use the Licensed Material and shall take all reasonable steps to ensure that its employees and partners shall use the Licensed Material only: a. for its own business purposes (or, if Customer is a Consumer, for its own personal use); b. by the user(s) specified on the Order Form; c. at the Site(s) specified on the Order Form; d. for the permitted purposes set out in the Agreement. (ii) Licensee, its employees or partners on its behalf, during the normal course of Licensee’s business, and, where Licensee’s business is the provision of library services, bona fide on-site users of those services, may for its own business purposes: a. view the Licensed Material on screen; b. print extracts from the Licensed Material; c. transmit by print, fax, e-mail, or other method, extracts from the Licensed Material between employees, partners or agents of Licensee; d. transmit by print, fax, e-mail, or other method, extracts from the Licensed Material to third parties only in connection with the provision of professional advice provided that no additional fee is directly or indirectly charged for the transmission.   (iii) All extracts must clearly reproduce the copyright notice(s) and Licensee shall not do or omit to do or authorize any other person to do or omit to do any act which: a. would or might invalidate or be inconsistent with any intellectual property right of KV in the Licensed Material b. would be in breach of or otherwise inconsistent with the moral rights of the authors of the items comprising the Licensed Material.   (iv) Licensee shall promptly inform KV if Licensee becomes aware of: a. any unauthorised use of the Licensed Material b. any actual, threatened, or suspected infringement of any intellectual property right of KV in the Licensed Material, and c. any claim by any third party that the Licensed Material infringes the intellectual property or other rights of any other person. (v)   Licensee shall at the request and expense of KV do all such things as may be reasonably required to assist KV in taking or resisting proceedings in relation to any infringement or claim referred to in this Clause and in maintaining the validity and enforceability of the intellectual property of KV in the Licensed Material. (vi) Licensee shall not use the Licensed Material, allow access to the Licensed Material, or divulge any extract of the Licensed Material or any such result thereof nor allow or authorize the Licensed Material to be used for the purpose of operating a bureau or similar service or any online service whatsoever. (vii) Licensee shall not erase, remove, deface or cover any trademark, trade names, numbers, copyright or other proprietary notices, guarantee, designation of origin, means of identification, disclaimer or other statement used on any media containing the Licensed Material or used in relation to it, nor shall Licensee authorize another person to do so. (viii) Except insofar as permitted by law, Licensee shall not modify, reverse assemble, decompile or reverse engineer the Licensed Material or any part thereof, or permit any third party to do so. (ix) Licensee shall not, except to the extent necessary to exercise the rights granted under the Agreement: a. make any alterations, additions or amendments to the Licensed Material; b. combine the whole or any part of the Licensed Material with any other software, data or material; c. create derivative works from the whole or any part of the Licensed Material. (x) Licensee shall not sublicense the Licensed Material to others and Licensee warrants that no access will be given to the Licensed Material to any person not being an employee, partner or student of Licensee’s firm, company, organisation, university or other entity. Any access to the Licensed Material given by Licensee must comply with the Agreement. (xi) Except as permitted by law or these Terms, Licensee shall not itself nor allow any third party to duplicate or otherwise reproduce the Licensed Material or any part thereof. (xii) Neither the Agreement nor any of the rights and obligations of Licensee hereunder may be assigned, transferred, charged, delegated, sublicensed, or otherwise disposed of in whole or in part on a temporary or permanent basis unless Licensee has obtained the prior written consent of KV.


5.1.2.8 LICENSOR WARRANTIES and LIMITATION OF LIABILITY

(i) KV warrants that it has obtained all necessary rights to grant the License. (ii) Whilst reasonable care is taken to ensure the accuracy and completeness of the Licensed Material supplied, KV makes no representations or warranties whatsoever, express or implied, that the Licensed Material or Online Service is free from errors or omissions. (iii) Whilst reasonable care has been taken to exclude computer viruses, no representation or warranty is made that the Licensed Material or Online Service is virus free. Licensee shall be responsible to ensure that no virus is introduced to any computer or network. (iv) Licensee has satisfied itself prior to entering the Agreement that the Licensed Material meets Licensee’s individual requirements and is compatible with Licensee’s hardware/software configuration and no failure of any part or the whole of the Licensed Material to be suitable for those requirements will give rise to any right or claim against KV. (v) The warranties set out in this clause are exclusive of and in lieu of all other warranties, conditions, terms, undertakings, and obligations whether implied or expressed by law. (vi) KV shall not be liable for any loss of whatsoever kind or for any indirect or consequential loss whatsoever, howsoever suffered by Licensee or for any liability of Licensee to any third party in connection with the Licensed Material (whether or not caused by the negligence of KV). (vii) The aggregate maximum liability of KV in respect of any direct or other loss (to the extent that such loss is not excluded by the Agreement or otherwise) whether such a claim arises in contract, tort or delict shall not exceed a sum equal to that paid as the last annual License Fee for the Licensed Material. (viii) KV shall not be liable for the use of the Licensed Material by Licensee, its agents and employees and Licensee shall keep KV fully indemnified against any claims, costs, damages, loss and liabilities arising out of any such use.

5.1.2.9 CONSEQUENCES OF TERMINATION and TERMINATION ON BREACH

Upon termination of the Agreement Licensee will cease use of the Licensed Material. Any special conditions regarding access or use of the Licensed Material that may apply after termination of the Agreement must be previously discussed between KV and Licensee and accepted by both parties in writing. Both KV and Licensee may terminate the License forthwith by written notice sent by courier, first class post or fax or via e-mail to the other party if: a. The other party has committed an irredeemable breach of the Agreement; or b. after one party, in the other party’s reasonable opinion, has failed to remedy a remediable breach of these terms and conditions within 14 days of being given notice to do so; or c. Either party is declared bankrupt or enters into liquidation or any arrangement with creditors or has a receiver or administrative receiver appointed such termination being prejudice to any other claim which the other party may have.

5.2 Cancellation policy

Online Services and/or Electronic Products

Cancellations of active subscriptions: accepted if received via email within the 10 days prior to the next recurring collection date.

Cancellation via PayPal: if the Customer cancels the recurring payments via the Customer’s PayPal-account, then the subscription remains active until the following recurring collection date minus one day, and will be automatically cancelled per next recurring collection date.

Cancellation can be requested online via the Customer’s private account page. Clicking on the “Cancel my subscription” will stop the recurring payments immediately, and the subscription remains active until the following recurring collection date minus one day.

5.3 Refunds

Provided Customer has made the relevant payment, following an approved cancellation of Online Services order, refund will be granted, if request is made within two weeks of the Invoice date. Refund requests made after two weeks of the invoice date and/or requests for refund on partial Online Services subscriptions are not permitted. Orders for Online Services will be refunded only subject to a prior written submission of a request there to and prior approval by KV.

  1. LEGAL TERMS

6.1 Applicable Law and Jurisdiction

These Terms and the Agreement are governed and construed in accordance with the laws of the Netherlands. The sole jurisdiction and venue for any action that may arise under or in relation to the subject matter hereof shall be the Dutch courts, notwithstanding KV’s right to bring case before the court having jurisdiction over Customer’s place of business or Customer’s place of residence.

6.2 Termination on breach

Both the Customer and KV are entitled to terminate an Agreement with immediate effect: 1. in case of a material breach of the terms if such breach remains uncured at the expiration of 30 days from the date a written notice of the breach was given; or 2. if the either party becomes the subject of a petition of bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In no event will termination of the Agreement in accordance with clause 6.2 of these Terms relieve a Licensee’s obligation to pay any fees payable prior to the effective date of termination.

6.3 Data Protection

KV is a Dutch entity and as such subject to EU applicable regulations in relation with (sensitive) data protection issues. Any question regarding data protection measures taken can be addressed to info@kendojidai.com.

6.4 Anti-Bribery

By purchasing a Service and accepting these Terms the Customer agrees that no illegal or improper bribe, kickback, payment, gift, valuable item has been involved in connection with the purchase. If Customer learns of any violation of the above restriction, it will immediately be notified to KV to info@kendojidai.com.

6.5 Liabilities – Force Majeure

KV accepts no liability for failure to supply access to Online Services arising from factors outside its reasonable control, including but not limited to act of God, acts or omissions of civil or military authority, war, fire, flood, natural disaster, labour disputes, shortage of supplies or compliance with orders lawfully given by any public authority.

6.6 Miscellaneous

(i) Headings

The headings in these Terms are for ease of reference only and shall not be taken into account in the construction or interpretation of any term to which they refer.

(ii) Enforceability.

Failure by either the Customer or KV to at any time or for any time enforce or insist on the performance of an obligation or any term or any of its rights under these Terms will not be deemed to be or construed as a waiver thereof or of any other obligation or of any other term or of any of its other rights under these Terms. If any term of these Terms were found by any court of competent jurisdiction or other competent authority to be invalid or unenforceable in whole or in part, the remainder of the affected term and any other term will continue to be valid and enforceable.

(iii) Different entities.

Where the Customer and/or KV represent two or more legal entities the liability shall be joint and several.

(iv) Validity of these Terms.

KV reserves the right to modify these Terms. As a Visitor and as a Customer you are encouraged to keep informed and up-to-date regarding the applicable terms and conditions. These Terms were last revised and approved in September 2019.

  1. USEFUL INFORMATION

7.1 Contact details

You can contact us via: info@kendojidai.com for any questions or remarks.

  1. TERMS AND CONDITIONS FOR ALL WEBSITE USERS

9.1 Applicability

If you are browsing through any of our websites, even if you are not (yet) a Customer, you are a Website User and as such you are subject to these Terms and Conditions. If you do not agree to any or all of the Terms and Conditions please cease using or accessing any site owned and operated by KV. KV Website(s) include, but are not limited to the following: www.kendojidai.com www.kendojidai.net

9.2 Terms of Use of a KV Website

The KV Websites are owned and operated by KV. For more information about our company, please click on the “Home” button included in the KV Website. By accessing or using a KV Website, you agree to be bound by these Terms and to any incorporated guidelines, rules or disclaimers posted on the KV Website. Please read also our applicable Privacy Policy, including our Cookies policy and our Disclaimer. By purchasing any of the Services offered on the KV Website, you will become a Customer. If you do not agree with these Terms, please do not use any KV Website. Any user of a KV Website may print content from the site for personal, non-commercial use, provided that all copyright and other proprietary notices are kept intact. All systematic retrieval of content from a KV website to create or compile, directly or indirectly, a collection, compilation, database or directory without prior permission from KV is forbidden. The use of robots, spiders, crawlers or other automated downloading programs or devices for any purpose, including but not limited to harvesting another’s postal or e-mail address from a KV Website to send unsolicited or unauthorized commercial material, is prohibited. You may not use the services on a KV Website to publish or distribute any information (including software or other content) which is illegal, which violates or infringes upon the rights of any other person, which is abusive, hateful, obscene, profane, pornographic, threatening or vulgar, which contains errors, viruses or other harmful components, or which is otherwise actionable at law. All information provided by KV on a KV Website is owned by or licensed to KV. All trademarks appearing on a KV Website are the property of their respective owners. A KV Website may contain hyperlinks to other sites or resources. KV assumes no responsibility for any material or resource of a third party that may be accessed through any such links. Any transaction that occurs between you and a third party is strictly between you and the third party. Please check the terms and conditions and privacy policies of any linked site, as they may differ from ours. By using or accessing a KV Website you agree to indemnify KV from any damage, loss, costs or expenses that KV, its affiliates, their respective employees and authorized representatives may incur as a result of material entered into a KV Website by you. In addition to any prohibitions and limitations imposed by relevant copyright law, in accepting these Terms or by accessing and viewing pages of a KV Website, you warrant and represent to the fullest extent permitted by law that, other than copying a small proportion of content, strictly for your personal non-commercial use, you will not: • make a copy, whether hand-drawn, printed, screen-captured or in any other form, of any part of this website, • transmit, in any form or by any means (electronic, mechanical, photocopying, recording and/or otherwise) the website or any part of it without our prior written consent. More information on any of these Terms, please contact our Marketing department.

10. CONSUMERS’ RIGHT TO WITHRAW

In addition to the foregoing, the following section applies when Customer is a Consumer. In case of conflict between the foregoing and this part of these Terms, this part prevails.

10.1. Consumer may cancel the purchase of a Subscription to Online Services at any time. 10.2 Upon withdrawal to Online Services, Consumer will cease use of the Online Services as of the end of the running period on cancellation request. 10.3 KV’s obligations in case of withdrawal 10.3.1. Provided Consumer has made the relevant payment, following a cancellation, KV will end the subscription at the end of the running period on cancellation request 10.3.2 KV will refund payment if a recurring payment is collected after the cancellation request. 10.3.3. KV uses the same method of payment for refund that Consumer used for payment, unless Consumer explicitly consents to another method of refund. The repayment is free of charge for Consumer. 10.3.4. Quality Nothing in these Terms deprives Consumer of his/her mandatory rights, if any, to have the Services comply with the Agreement.