Terms of service

General terms & conditions B2C

General terms & conditions B2B

General terms and conditions B2C

Hi! 

Welcome to KADONATION! 

Through our website, we want to offer you an easy way to buy gift cards or to collect funds for a group gift. This is how Kadonation aims to allow its users to give the perfect gift.

Through these terms and conditions, we would like to inform users about how we operate at Kadonation. The purpose of this document is to ensure trans­paren­cy and also to proac­tive­ly answer any questions you may have about payment, withdrawal rights, etc. Kadonation therefore kindly asks their users to read these terms and conditions carefully and keep them in mind every time the website or webshop is used.

1. Definitions

1.1. GTC: the following general terms and conditions for the webshop;
1.2. Par­tic­i­pant: any natural or legal person who con­tributes to an online group gift.
1.3. User: this refers to both the Organiser, Par­tic­i­pant and Ben­e­fi­cia­ry;
1.4. Kadonation: The limited liability company (NV) ​“Kadonation”, with registered office at Gor­dunakaai 61, 9000 Ghent, VAT BE-0666.820.362, RPR Ghent, Ghent division;
1.5. Ben­e­fi­cia­ry: both (i) the person directly purchasing a gift card and (ii) the ben­e­fi­cia­ry of an online group gift;
1.6. Organiser: the person who creates an online group gift and then calls on others to contribute in order to raise money together.
1.7. Partner(s): the company or companies where the money collected from an online group gift or the credit from a gift card can ultimately be redeemed for a good, product and/​or service offered by the Partner.
1.8. Webshop: the collective term for the website and webshop found at https://​kadonation​.com/.

2. Kadonation offering

2.1. Kadonation focuses on two activities:

• Gift card: Kadonation sells gift cards which the Ben­e­fi­cia­ry can then (partially) exchange/​activate (by entering the code on the gift card in the Webshop) via the Webshop for one or more gift cards from the Partners.
• Online group gift: via the Webshop, the Organiser and Par­tic­i­pants can easily and securely team up (e.g. for a birthday, birth, retirement, etc.) with colleagues, friends and/​or family for a Kadonation gift card or a gift card from one of the Partners;

3. Scope of the GTC

3.1. All commercial rela­tion­ships between Kadonation and the User are subject to (in hier­ar­chi­cal­ly descending order): (i) the agreements made specif­i­cal­ly between Kadonation and the User (e.g. via the Webshop), (ii) these GTC and (iii) Belgian law.
3.2. The GTC will always be available on the Webshop. By creating an account, purchasing a gift card or creating a group gift, the User acknowl­edges to have read the GTC and to accept them.
3.3. As soon as the User purchases a gift card from a Partner or spends the gift card (in full or in part) with a Partner, the general terms and conditions and/​or other documents of this Partner apply (e.g. with regard to shipping, shipping costs and return conditions).

4. Promotions

4.1. Pro­mo­tion­al offers by Kadonation, in any form (such as but not limited to price reductions, discount vouchers, free shipping, etc.) should always be used according to the guidelines as expressly stated on the Webshop. In any case, these can only relate to one purchase, cannot be cumulative and are personal in nature.

5. Webshop Account

5.1. In case the User chooses to create an account, the following applies:

• An account is personal and non-trans­fer­able. A login consists of an account name and a personal password. The User must treat their account name and password with care and keep them secret.
• The User is respon­si­ble for the use/​abuse of their account, regardless of whether such use is made with or without permission. Kadonation asks Users to report any misuse of accounts imme­di­ate­ly. Kadonation cannot be respon­si­ble for the use/​abuse of and through the User’s account by anyone other than the account holder themselves. The User shall indemnify and hold Kadonation fully harmless from any third-party claims in this regard (with the exception of the case where the misuse is alleged to be the result of Kado­na­tion’s fault).

6. Execution of the agreement

6.1. When necessary, the User should provide Kadonation with all data, spec­i­fi­ca­tions, instruc­tions and documents necessary to per­son­alise the gift card (e.g. by completing a personal message on the gift card, choosing a layout, etc.). The User will take into account any delays if this would not happen in time.
6.2. The User must be of age and have legal capacity. Kadonation trusts that the data provided by the User is correct and will not check its accuracy and/​or com­plete­ness. In case certain data appears strange, inaccurate or incorrect, Kadonation may notify the User with a view to possible correction.
6.3. To ensure that purchases via the Webshop are processed correctly and/​or to ensure that payment has been properly received, Kadonation will send a con­fir­ma­tion e‑mail to the User. Kadonation therefore asks Users to regularly check their emails, including the ​“spam” inbox, and contact us should they not have received a con­fir­ma­tion email.

7. Online group gift

7.1. Under the respon­si­bil­i­ty of an Organiser – who may manage a maximum of five group gifts at the same time – an online group gift can be paid for together at Kadonation (see Article 2.1).
7.2. Funds raised may be spent at different times and/​or with different Partners until the group portfolio is exhausted. The final gift card given to the Ben­e­fi­cia­ry may take different forms:

• A gift cer­tifi­cate from Kadonation;
• A gift card from a well-defined Partner;
  
• Multiple gift cards from different Partners
  

7.3. In case a Kadonation gift card was purchased with the online group gift, it can be
spent by:
(i) Converting it – in whole or in part – into a Partner’s gift card; or
(ii) Directly paying to the Partner (also possible in case of purchase through the
Partner’s webshop).
7.4. By paying a con­tri­bu­tion, Par­tic­i­pants grant the Organiser an irrev­o­ca­ble power of attorney to spend all or part of the group portfolio in accordance with Article 7.2. In addition, Users expressly acknowl­edge that:

• There is no right of withdrawal for an individual con­tri­bu­tion and funds deposited thus cannot be refunded to an individual Par­tic­i­pant;
• Funds spent by the Organiser, not by Kadonation can be reversed into the group portfolio;
• Upon can­cel­la­tion of the group purchase, the group portfolio will be refunded to the Organiser (and therefore not to each individual Par­tic­i­pant separately); and
• Spending the group portfolio is the sole respon­si­bil­i­ty of the Organiser (and Kadonation cannot be held liable for this).

8. Gift card

8.1. Via the Webshop, the User can order from Kadonation a digital or physical gift card for an amount of their choice. If the User opts for a physical gift card, it will be delivered to the address chosen by the User upon payment of an additional delivery charge (the delivery charge due will always be indicated on the Webshop).
8.2. The indicated delivery period is always indicative and an approx­i­ma­tion. In case of delays, Kadonation will always com­mu­ni­cate this trans­par­ent­ly. Except in cases of intent and/​or gross misconduct, exceeding the scheduled deadlines cannot give rise to can­cel­la­tion or any penalty or com­pen­sa­tion.
8.3. Each gift card is provided with a unique code. The User must always keep the gift card (including the code) carefully in order to avoid theft or loss.
8.4. The gift card has no expiry date and can be redeemed or activated by the User at any time. Please note that in case a gift card is purchased from a Partner, it may poten­tial­ly have an expiry date.
8.5. The gift card can never be used directly with a Partner. The gift card must be activated via the Webshop, where the User chooses at which Partners they wish to redeem the gift card at.
8.6. When redeeming the gift card at a Partner, the general terms and conditions of the Partner always apply (including shipping and return conditions). After the redemption, the Partner is respon­si­ble for the further processing of the trade trans­ac­tion and will thus ensure the correct handling of the purchase.
8.7. In case the User is left with a certain residual amount, it will remain linked to the User’s account. The User can choose to either (i) spend the remaining amount by purchasing a new/​other gift card, or (ii) donate it to one of the charities of the Kadonation Partners. Under no cir­cum­stances will Kadonation refund any residual amount (e.g. via bank transfer or cash).
8.8. The Ben­e­fi­cia­ry acknowl­edges that it is not permitted to use gift cards in any way for purposes other than those for which they are intended (i.e. spending it at a Partner). Con­se­quent­ly, the Ben­e­fi­cia­ry expressly undertakes not to resell the gift card.

9. Price and payment

9.1. Prices as they are include VAT. Any costs for delivery will always be stated separately.
9.2. During the payment process, the Par­tic­i­pant has the option to indicate that they should be qualified as a company.
9.3. If a gift voucher is ordered (see Article 8), the User must pay for it in full in advance by means of one of the payment options offered on the Webshop. As soon as payment has effec­tive­ly been received, Kadonation will confirm this to the User by e‑mail.
9.4. In case of online group gifts (see Article 7), the User can make a con­tri­bu­tion as desired by means of one of the payment options as offered on the Webshop.
9.5. For processing online payments, Kadonation relies on an external pro­fes­sion­al and spe­cialised partners who operate a payment platform. The User’s financial data entered in the context of an online payment are exchanged only between the external partner and the financial insti­tu­tions involved. Kadonation does not have access to the User’s con­fi­den­tial financial data.

10. Electronic invoicing

10.1. By placing an order (by a pro­fes­sion­al User), the User expressly agrees to the use of electronic invoicing by Kadonation, unless otherwise agreed in writing between the parties.

11. Right of withdrawal

11.1. General:

• The User-consumer has a right of withdrawal with regard to purchases via the Webshop. Pursuant to Book VI Market Practices & Consumer Protection of the Economic Law Code, the User has the right to withdraw the order within a period of 14 calendar days without giving reasons. The withdrawal period of 14 calendar days starts from (i) receipt of the gift card by e‑mail or (ii) delivery.
• The User does not have a right of withdrawal and the present provisions regarding the right of withdrawal do not apply when: (i) the User is not a consumer and/​or (ii) the order involves customised goods (e.g. physical gift card with specific printing) and/​or (iii) the gift card has already been redeemed or activated.

11.2. Exercising the right of withdrawal:
11.2.1. To exercise the right of withdrawal, the User must send Kadonation an unam­bigu­ous dec­la­ra­tion by e‑mail (contact@​kadonation.​com) or by using the withdrawal form (see document below) to notify Kadonation of its decision to withdraw the order. To comply with the withdrawal period, it is sufficient for the User to send his com­mu­ni­ca­tion concerning the exercise of the right of withdrawal before the withdrawal period has expired.
11.2.2. During the reflection period, the User will handle the gift card with care. The right of withdrawal does not apply in case the gift card has been used or registered. The User is liable for the depre­ci­a­tion of the gift card resulting from its use.

11.3. Con­se­quences of exercising the right of withdrawal:
11.3.1. If the User revokes their order in time, Kadonation will send the User a con­fir­ma­tion e‑mail. Kadonation will then refund the value of the gift card to the User within 14 calendar days of the withdrawal.
11.3.2. Kadonation will refund the User with the same payment method used by the User to make the payment in the first place, unless the User has explicitly agreed to a different method.
11.3.3. In any case, the User will not be charged for the refund. Kadonation may wait to proceed with the refund until it has received the gift card back or the User has proved that they have returned the gift card, whichever comes first.
11.3.4. Should the User have ordered a physical gift card, it must be returned to Kadonation without delay, but in any case no later than 14 calendar days from the day on which they com­mu­ni­cat­ed to Kadonation their decision to withdraw the order. The User is on time if he returns the gift card before the period of 14 calendar days has expired. The costs of returning the gift card, as well as any other related costs (such as but not limited to customs fees, taxes, VAT and storage costs) shall be borne by the User, unless otherwise agreed.

12. Kadonation’s liability

12.1. Kado­na­tion’s liability is always limited to (i) the price of the gift card(s) delivered by Kadonation and (ii) in any event to the liability which is imposed by Belgian law.
12.2. Kadonation does not accept any liability for:

• Loss and/​or theft of a gift card;
• Indirect and/​or con­se­quen­tial damages;
• Damage caused by incorrect, unreliable, incomplete or late instruc­tions from the User;
• Defects caused directly or indirectly by an act of the User or a third party, whether caused by fault or negligence;
• Damage resulting from defects, viruses or other imper­fec­tions in equipment and/​or software in connection with access to or use of the Webshop caused by the User;
• Damage caused by the operation or unavail­abil­i­ty of the Webshop;
• Damage arising from misuse of the Webshop, loss of data or downloading/​using software made available via the Webshop; and 
• Damages caused by force majeure or hardship see Article 14.

12.3. Kadonation does not monitor and is therefore not respon­si­ble for the content of the infor­ma­tion posted by the User or Organiser on the Webshop.
12.4. Kadonation can only be held liable by its direct Users and not by third parties.

13. Force majeure/​hardship

13.1. Kadonation shall not be liable for any failure to fulfil its oblig­a­tions caused by force majeure or hardship. Force majeure or hardship means: all cir­cum­stances that were reasonably unfore­see­able and unavoid­able at the time the Agreement was entered into, and which, on Kado­na­tion’s part, create the impos­si­bil­i­ty of performing the Agreement or which would make per­for­mance of the Agreement finan­cial­ly or otherwise more onerous or difficult than normally foreseen (such as, but not limited to war, natural cir­cum­stances, fire, con­fis­ca­tion, delays by or bankruptcy of third parties used by Kadonation, staff shortages, strikes, business organ­i­sa­tion­al cir­cum­stances, threats and/​or acts of terror, and epidemics or pandemics).
13.2. The afore­men­tioned situations entitle Kadonation to request the review and/​or suspension of the agreement by simple written notice to the User, without Kadonation being in any way liable for any com­pen­sa­tion. If the situation of force majeure and/​or hardship continues for more than 2 months, both parties have the right to terminate the agreement.

14. Intellectual rights

14.1. Kadonation guarantees to have the necessary intel­lec­tu­al rights/​licences/​etc. for offering its products.
14.2. Users will not change, remove or manipulate the marks or other iden­ti­fiers on gift cards.

15. Personal details

15.1. Kado­na­tion’s processing of personal data relating to a User or potential User will take place in accordance with Kado­na­tion’s privacy statement, which can be consulted on the Webshop. In this context, Kadonation acts as data controller. This privacy statement contains, among other things, infor­ma­tion about the personal data collected by Kadonation, and about the way in which Kadonation uses and processes these personal data.
15.2. By placing an order through the Webshop or con­tribut­ing to an online group gift the User acknowl­edges having read this privacy statement and accepting it.

16. Final provisions

16.1. The (repeated) non-appli­ca­tion by Kadonation of any right may only be regarded as tolerating a certain state of affairs and does not deprive Kadonation of the right to invoke it later.
16.2. The possible nullity of one or more clauses of these GTC or part thereof shall not affect the validity and applic­a­bil­i­ty of the other clauses and/​or the rest of the provision in question. In such a case, Kadonation and the User will negotiate to replace the void provision with an equivalent provision that complies with the spirit of these GTC. Should Kadonation and the User fail to reach an agreement, the competent court may moderate the void provision to what is (legally) per­mis­si­ble.
16.3. Kadonation may amend or modify its GTC at any time upon prior notice to the User. The latest version of the GTC will always be published on the Webshop, with the date always indicated at the top.
16.4. These GTC do not affect the legal rights imper­a­tive­ly granted to the User under Belgian consumer protection leg­is­la­tion.

17. Disputes and complaints

17.1. Kadonation makes every effort to ensure that the User is satisfied. Should a User nev­er­the­less have a complaint, they can contact Kadonation at any time by e‑mail at contact@​kadonation.​com. In doing so, the User must clearly specify the complaint. Kadonation aims to reply within 2 working days (i.e. Monday to Friday) of receiving the complaint.
17.2. Should the User not be satisfied with the solution proposed by Kadonation, they can always:

• Call on the Consumer Ombudsman Service of the FPS Economy, which is authorised to receive any request for out-of-court settlement of consumer disputes. It will either handle the request internally or forward it to another qualified entity. The User can reach the Consumer Ombudsman Service on this link.
• In the event of a dispute of a cross-border nature, an appeal can be made to the
  European Union’s Online Dispute Resolution platform via this link.

17.3. Belgian law applies. Disputes are within the juris­dic­tion of the courts designated by Article 624 Judicial Code

18. Language

18.1. Unless expressly agreed otherwise, the User acknowl­edges that the language of these GTC shall also be the language of com­mu­ni­ca­tion in all commercial trans­ac­tions with Kadonation.
18.2.The original language of this GTC is Dutch. Trans­la­tions or documents drafted in another language are always merely a courtesy towards the User.

General terms and conditions B2B 

1. Definitions

1.1. Agreement: the collective term for all arrange­ments related to the Products, Services and/​or the Platform between the Customer and Kadonation. The Agreement consists of (i) the Framework Agreement (if relevant); (ii) the Purchase Orders confirmed by Kadonation; and, (iii) these Terms;
1.2. Business Day: Any day – other than Saturday, Sunday or legal holidays in Belgium;
1.3. Customer: every pro­fes­sion­al entity accessing the Platform, purchasing Products and/​or relying on Services of Kadonation;
1.4. End-User: any individual authorized by the Customer to access and use the Platform on behalf of the Customer;
1.5. Framework Agreement: an agreement containing additional terms agreed upon between the Customer and Kadonation related to the purchase of the Products, the Services and/​or the Platform for a defined period.
1.6. Purchase Order: A request from the Customer for Products and/​or Services documented in the Platform. The request can either be sent (i) directly via the Platform or (ii) to Kadonation, that logs it in the Platform on behalf of the Customer;
1.7. Platform: the Kadonation webshop or the Kadonation Select platform, through which the Customer can (i) purchase Products and/​or Services, (ii) create and manage end-users and their roles, (iii) access infor­ma­tion­al doc­u­men­ta­tion related to the Products and/​or Services, and (iv) access the helpdesk;
1.8. Services: All services performed by Kadonation for the Customer related to the Products and/​or the Platform, such as but not limited to designing (semi) custom cards/​sleeves/​boxes and (semi) custom landing pages.
1.9. Kadonation: The public company (NV) ​“KADONATION”, incor­po­rat­ed under the laws of Belgium, having its registered office at Gor­dunakaai 61, 9000 Ghent, Belgium, registered under VAT BE-0666.820.362;
1.10. Products: All products offered by Kadonation and purchased by the Customer via a Purchase Order;
1.11. Terms: these Terms and Conditions, the Acceptable Use Policy and the Data Processing Policy;
1.12. Website: https://​www​.kadonation​.com;

2. Applicability of the Terms

2.1. Unless explicitly agreed otherwise in writing (e.g. in the Framework Agreement), the offering, sale and delivery of all Products and/​or Services by Kadonation shall be governed by the present Terms. The Terms shall always take precedence over any terms and conditions of the Customer, which shall not be enforce­able against Kadonation, even if the Customer (later) declares them the only valid terms. In the event that explicit preference is given in writing to the terms and conditions of the Customer, the following Terms shall remain valid in a sup­ple­men­tary way. The Terms apply to the entire (con­trac­tu­al) rela­tion­ship between the Parties, including individual orders or contracts for specific Products and/​or Services.
2.2. All trans­ac­tions between Kadonation and the Customer are governed by (in descending hier­ar­chi­cal order, with the next applying in the absence or non-appli­ca­tion of the previous): (i) the Framework Agreement; (ii) the Purchase Orders, (iii) the Terms, and; (iv) Belgian law.

3. Purchase Order

3.1. All proposals and quotations of Kadonation, either verbal or in writing: (i) are non-binding, (ii) merely provide an indication of the Platform, the Products, the Services and the fees, and (iii) shall be subject to further nego­ti­a­tions between Kadonation and the Customer. During these nego­ti­a­tions, the proposal or quotation shall con­tin­u­ous­ly evolve. Any changes to a proposal or quotation renders the previous version null and void.
3.2. The weights, mea­sure­ments, capacities and other details that are included in the Platform or on the Website are only meant to be approx­i­ma­tions. These details only bind Kadonation insofar as this is explicitly stated.
3.3. The Customer shall be respon­si­ble for the accuracy of any Purchase Order it submits. An Agreement is only concluded after written or electronic con­fir­ma­tion of the Purchase Order by Kadonation, or after Kadonation starts carrying out the Purchase Order. After con­fir­ma­tion of the Purchase Order, it is therefore not possible for the Customer to change it, unless Kadonation explicitly agrees to this in writing. If possible and insofar as this can reasonably be expected, Kadonation will, regarding gift vouchers, allow deviations in the number of Products/​and or Services up to a maximum of 10%. The Customer shall also be respon­si­ble for providing Kadonation with all necessary infor­ma­tion regarding the Products and/​or Services and within a reasonable time frame to enable Kadonation to carry out all individual contracts in
accordance with its Terms (e.g. requested type of custom design).
3.4. Kadonation will engage sub­con­trac­tors for the proper execution of the Purchase Order as it sees fit.

4. Cancellation

4.1. After the conclusion of the agreement, the Customer cannot cancel the Purchase Order (in whole or in part), unless the Purchase Order is regarding the order of gift vouchers. When a Purchase Order regarding gift vouchers is cancelled by the Customer (without this being the result of any short­com­ing on the part of Kadonation), Kadonation reserves the right to claim a fixed com­pen­sa­tion amounting to a certain percentage of the total amount of the costs (excluding VAT and the voucher value) of the cancelled Agreement, with a minimum of EUR 100.00 and this without prejudice to Kadonation’s right to com­pen­sa­tion for higher proven damage. When the purchase order is cancelled:

• Before the start of the production of the Products or the per­for­mance of the Services, the can­cel­la­tion fee is 20%; and
• After the start of the production of the Products or the per­for­mance of the Services (e.g. the design of the custom cards, sleeves or landing pages), the can­cel­la­tion fee is 80%.

4.2. The same applies when Kadonation cancels the Purchase Order because of short­com­ings of the Customer.

5. Purchase of Product

5.1. Delivery

1. Kadonation delivers the Products to the Customer as agreed upon in the Agreement. The expected time of delivery of the Products is provided on the Platform but is approx­i­mate and not binding. Exceeding the scheduled delivery time can thus not give rise to fines, damages, sub­sti­tu­tion or ter­mi­na­tion of the Agreement at the expense of Kadonation.
2. All Products to be supplied by Kadonation under the Agreement shall be sold and delivered ​‘Delivery At Place (DAP) at Customer’s or other appointed location (Incoterms 2020 rules or equivalent under future rules). The foregoing applies even if delivery is handled by Kadonation in which case Kadonation will act as a mandatory of the Customer.
3. If the Customer refuses the order upon delivery or is negligent in providing assistance to facilitate the delivery at the indicated delivery address, Kadonation is entitled – at the expense and risk of the Customer – to take all reasonable measures in this respect.
4. Every immaterial Product (e.g. electronic gift voucher) is considered delivered as soon as it is made available to the Customer through the Platform or another agreed upon electronic medium.
5. The customer shall be respon­si­ble for providing the correct delivery address and for ensuring that it is possible to deliver the Products to this address. If the delivery address is incorrect, the Customer shall be respon­si­ble for any costs and damages. Orders with a limited shelf life (such as cut flowers) cannot be revoked under any cir­cum­stances. The shipping costs to return the product are at your own expense.
   

5.2. Retention of title

1. Kadonation retains the entire ownership of all Products delivered to the Customer for as long as the Customer has not fully paid the price, costs, interests and all other acces­sories related to purchase of the Products.
   

5.3. Non-conformity and visible defect:

1. The Customer must verify the conformity of the Products upon delivery. If the Product presents a visible/​material defect, the Customer must imme­di­ate­ly (and no later than two (2) Business Days after the delivery) notify the non-conformity and/​or visible defect – at the risk of forfeiture – by e‑mail, to the address: zakelijk@​kadonation.​com. The Customer shall keep the Products with visible defects available for inspection by Kadonation.
2. If the Product is based on a custom design (cfr. Article 6.2.), the Customer acknowl­edges minor variations (e.g. in color) between the Product and the sample/​proof of concept are not to be considered a defect or a non-conformity.
   

5.4. Hidden defects

1. The Customer must inform Kadonation of any hidden defect by e‑mail to the address
   zakelijk@​kadonation.​com no later than two (2) Business Days after it has/​should have been detected, and in any case within twelve (12) months upon delivery, at the risk of forfeiture.
2. Under penalty of dis­al­lowance of the complaint, the Customer:
   - Must be able to prove that it has ceased the use of the Products imme­di­ate­ly after detection of the hidden defect;
   - Must be able to prove that the defect was not a result of attempted money laundering and/​or credit card fraud with the Products;
   - Must be able to prove it has used the Products in accordance with the doc­u­men­ta­tion available on the Platform, the Website and/​or the Products; and;
   - Shall assist Kadonation as much as possible with its inves­ti­ga­tion of the complaint.
3. Kadonation shall check and examine the Products and inves­ti­gate the complaint within ten (10) Business Days of receiving (a sample of) the defective Product. The cost of such exam­i­na­tions shall be payable by Kadonation only to the extent the claim of the defect is found to be legitimate. If the claim is ille­git­i­mate, the Customer will reimburse all costs of exam­i­na­tion.
4. Kadonation cannot be held liable for, nor does it warrant defects caused by:
   - Normal wear and tear, incorrect/​improper treatment or main­te­nance, external influences, force majeure and/​or hardship;
   - An act of the Customer or a third party, regardless of whether these were caused by a fault or negligence.
5. Physical return of the defective Products requires prior written approval by Kadonation. In absence of its approval, all returned shipments will be refused and the costs arising thereof shall be passed on to the Customer.

6. Performance of Services

6.1. The Services

1. All oblig­a­tions of Kadonation regarding its Services are to be considered best-effort oblig­a­tions. Hence, Kadonation shall always provide the Services with due diligence, with appro­pri­ate care and in good faith, and shall carry out the Services to the best of its under­stand­ing, skill, insight and ability, as reasonably expected of a pro­fes­sion­al expe­ri­enced in services of comparable scope, complexity and size. However, Kadonation does not guarantee a certain result.
2. The Platform of Kadonation is provided to the Customer ​“AS-IS”. All oblig­a­tions of Kadonation regarding the Platform are to be considered bare minimum best efforts oblig­a­tions, as these Services are provided to the Customer at no additional cost.
3. Any complaints concerning Kadonation’s Services shall only be admissible if submitted to Kadonation in writing within a period of two (2) Business Days following the discovery of the problem by the Customer and at the latest within a period of one (1) month following the per­for­mance of the Services. Complaints shall always be submitted to Kadonation by e‑mail to the address zakelijk@​kadonation.​com, providing iden­ti­fi­ca­tion of the Services and a detailed jus­ti­fi­ca­tion of the complaint. In the absence of a detailed and/​or timely complaint, the Customer shall be deemed to have irrev­o­ca­bly accepted the Services.
4. After the Customer has observed any deficiency or problem, the Customer is obliged to imme­di­ate­ly cease the use of the Services and make every reasonable effort – or have every reasonably effort made – to prevent any (further) damage.
5. The Customer shall pay any costs incurred as a result of unjus­ti­fied complaints.
   

2. Custom design
2.1. Kadonation will provide a sample/​proof of concept of the custom design (e.g. cards, sleeves, boxes or webpages) to the Customer, if agreed upon in the Agreement. The Customer must send Kadonation written con­fir­ma­tion with the sample/​proof of concept at the latest fifteen (15) Business Days before the requested delivery date. Change requests or refusals must be properly sub­stan­ti­at­ed in writing.
2.2. The Customer must provide Kadonation with all information/​documentation (such as but not limited to logo’s, prior designs, color schemes and messages) and support (deemed necessary by Kadonation) needed to provide the Services or produce the Products. Kadonation is not obligated to verify the accuracy of the information/​documentation provided by the Customer.
2.3. If the Customer request Services related to custom design, Kadonation shall not commence the production of the Products before it received all infor­ma­tion, support and/​or approvals of the Customer.

7. Platform

7.1. Kadonation grants the Customer a free, personal, limited, non-exclusive, non-assignable and non-trans­fer­able access and use right to the Platform, unless otherwise agreed.
7.2. The Customer is entitled to access and use the Platform in accordance with the Terms, and shall use its best endeavors to prevent or terminate any unau­tho­rized access to or use of the Platform. If the Customer discovers such unau­tho­rized access and/​or use, it shall notify Kadonation imme­di­ate­ly, which is entitled to take all necessary or useful measures to remedy such access and/​or use.
7.3. In the event of problems with the avail­abil­i­ty of the Platform, Kadonation undertakes its best effort to solve such issue as soon as reasonably possible without giving any guarantee. In any case and where appro­pri­ate, Kadonation shall be free to determine what is to be considered an adequate solution for its Customers in this respect.
7.4. Kadonation performs main­te­nance activities and implements updates of the Platform on a regular basis. Kadonation strives to minimize the impact on the avail­abil­i­ty of the Platform by performing the main­te­nance activities and the updates outside of the business hours (09:00 – 17:00 CET +1) but does not exclude any downtime in this respect.
7.5. All doc­u­men­ta­tion provided in the Platform regarding the leg­is­la­tion, reg­u­la­tions, etc. regarding the use of the Products and/​or Services is purely infor­ma­tion­al.

8. Prices

8.1. The price of the Products and/​or the Services is as stated on the Platform, to the extent applicable. Price cal­cu­la­tions or offers are indicative and non-binding until formally accepted by Kadonation. In no event shall prices confirmed by Kadonation for one order be binding for subsequent orders.
8.2. The prices exclude transport costs, loading or unloading costs, insurance costs, packaging costs, VAT, levies, import and export duties, etc. (if applicable), unless explicitly stated otherwise in writing.
8.3. Kadonation is at all times entitled to update the price of the Products on the Platform.
8.4. If the delivery term, the place of delivery, or the cir­cum­stances of the delivery change at the request of the Customer, or if the Customer has provided incorrect infor­ma­tion to this end, Kadonation is entitled to payment of the additional costs incurred.
8.5. If, in the period following the conclusion of the Agreement and before the delivery of the Products, the prices (that are based on the then current level of wage costs, social security and government charges, transport and insurance costs, raw material prices, costs of materials and components, exchange rates and/​or other costs) increase or decrease in one or more of these price factors, Kadonation reserves the right to change its prices accord­ing­ly and this in accordance with the legally permitted standards.

9. Payment

9.1. Kadonation’s invoices are payable to Kadonation’s designated bank account at the latest on the due date indicated on the relevant invoices. The invoice has been settled when the complete amount stated on the invoice has been received on Kadonation’s designated bank account as indicated on the invoice. All fees – unless specif­i­cal­ly stated otherwise in the Agreement – do not include VAT or any other levies or taxes.
9.2. All invoices from Kadonation are to be paid in the indicated currency. When the payment is done in a different currency, the conversion will be calculated with regards to the highest rate, either at the rate of the invoice date or the date of payment. All bank and exchange costs connected to the collection of the amount will be charged to the Customer.
9.3. By ordering the Products and/​or Services, the Customer agrees to electronic invoicing by Kadonation.
9.4. If the Customer fails to pay in full any invoice by the due date, or fails to pay in full any other payment due to Kadonation under any Agreement between parties and/​or these Terms by the due date for payment, then:

• the Customer shall pay interest on the overdue amount at the rate of 10% per year (except if the legal rate of interest is higher, it shall be applied). Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount. The Customer shall pay the interest together with the overdue amount; and
• the Customer shall pay Kadonation 10% of the out­stand­ing balance, with a minimum amount of 250,00 EUR for costs associated with a.o. the collection of the amounts due and with the adverse con­se­quence on Kadonation’s cash flow, as liquidated damages. The parties confirm that this sum represents a genuine pre-estimate of Kadonation’s loss. This paragraph is without prejudice to Kadonation’s right to prove and claim any higher damages.
  

9.5. Late, incomplete or non-payment of one expired invoice will cause all other invoices, for which a particular instalment term has been agreed on, to become imme­di­ate­ly payable, without previous notice of default. Interest for late payment is due as from the moment that the non-expired invoices become payable. Liquidated damages may in addition be due in accordance with Article 8.4 (second paragraph). Partial payments will firstly be deducted from interest due, liquidated damages payments and possible costs and only then from unpaid invoices.
9.6. Kadonation is entitled to suspend or postpone its oblig­a­tions in connection with the Framework Agreement or other current Purchase Orders to the extent that the Customer has not complied with a payment condition or other obligation.
9.7. Invoices that are not disputed by registered letter within eight days after their issuing will be considered to have been fully accepted.
9.8. Pro­mo­tion­al gifts by Kadonation, in any form whatsoever (including, but not limited to fee reductions and discounts), shall only be applicable in accordance with the guidelines and conditions expressly stated in this regard. The Customer acknowl­edges that such pro­mo­tion­al gifts are (i) not cumulative; (ii) personal by nature; and, (iii) can never entail an implied right thereto.

10. Liability

10.1. Kadonation’s liability shall always be assessed in the light of the best efforts obligation to which Kadonation has committed. The liability of Kadonation is in any case limited to the mandatory liability imposed by law.
10.2. Kadonation’s liability for the Products is limited to the invoice value of the Products delivered by Kadonation to the Customer, and shall lead to Kadonation’s decision (at its sole discretion) to (i) replace the Product; or (ii) credit the invoice amount of the Product.
10.3. In the case of inadequate Services, Kadonation’s liability is limited – at the option and discretion of Kadonation – to the (renewed) per­for­mance of the missing or inadequate Services. If the (renewed) provision of the Services is not (or no longer) possible or reasonable, the Customer is entitled to com­pen­sa­tion in light of the damage suffered.
10.4. Kadonation cannot accept any claim from the Customer for indem­ni­fi­ca­tion for:

• Defects that are caused directly or indirectly by an act of the Customer or a third party, regardless of whether they were caused by a fault, negligence or care­less­ness;
• Damage caused by all incorrect or inadequate use of the Product and/​or Services;
• Damage caused by use of the Products and/​or Services incom­pat­i­ble with the leg­is­la­tion and/​or reg­u­la­tions applicable to the specific use of the Products and/​or Services;
• Damage caused by decisions of the Customer based on the use of the doc­u­men­ta­tion available on the Platform;
• Damage caused by the further use or appli­ca­tion by the Customer after a problem has been found;
• Damage caused by force majeure or hardship in accordance with the provisions of Article 10; and,
• Indirect and con­se­quen­tial damage, such as, but not limited to, loss of profit, loss of savings, loss of revenue, loss caused by business inter­rup­tion, damage to third parties.
  

10.5. The Customer assumes the respon­si­bil­i­ty for the use made of the Products and/​or the Services by its end-users, including but not limited to the proper and legal use of the Platform.
10.6. The Customer will hold Kadonation harmless against all claims from third parties arising from the incorrect or unlawful use of the Products and/​or Services by the Customer or its end-users. It will cover all damages such as com­pen­sa­tions or legal costs (including reasonable lawyer’s fees) providing that Kadonation has informed the Customer imme­di­ate­ly of any claim arising from that matter.

11. Force majeure & Hardship

11.1. The following are con­ven­tion­al­ly considered as cases of force majeure or hardship: all cir­cum­stances which were reasonably unfore­see­able at the time the Agreement was concluded, are unavoid­able, and create (i) the inability on the part of Kadonation to carry out the Agreement, or (ii) make the imple­men­ta­tion of the Agreement harder or more difficult than normally antic­i­pat­ed (finan­cial­ly or otherwise). For example (but not limited to): natural disasters, war, (threats of) terrorism, strikes, lock-out, diseases, pandemics, shortage of personnel, orga­ni­za­tion­al conditions, con­fis­ca­tion, fire, breakage of machinery and/​or tools, scarcity of (raw) materials, bankruptcy or delays on the part of suppliers or sub­con­trac­tors.
11.2. Cases of force majeure or hardship give Kadonation the right, at Kadonation’s option, to either (i) tem­porar­i­ly suspend the per­for­mance of its oblig­a­tions; (ii) review the con­trac­tu­al terms (including those with regard to timeframes, completion deadlines and fees), or; (iii) terminate the Agreement by simple written noti­fi­ca­tion to the Customer, without Kadonation being liable for any damages.
11.3. A situation of force majeure that continues beyond three (3) months shall entitle the Customer to terminate the Agreement with immediate effect by simple written noti­fi­ca­tion to Kadonation, without judicial inter­ven­tion and without any liability on the part of Kadonation.
11.4. The Customer shall always be required to pay all fees for Services and Products that have already been performed resp. provided on the date of suspension, revision or ter­mi­na­tion, and any costs incurred or still to be incurred by Kadonation as a con­se­quence of the suspension, revision or ter­mi­na­tion.

12. Confidentiality

12.1. All infor­ma­tion marked as con­fi­den­tial or reasonably to be considered con­fi­den­tial, disclosed by Kadonation to the Customer prior to entering into an Agreement as well as during the Agreement shall be treated by the Customer with the utmost secrecy.
12.2. The Customer shall:

• Not use, reproduce, or allocate the con­fi­den­tial infor­ma­tion in any manner or for any other purpose than the coop­er­a­tion between Kadonation and the Customer;
  
• Not engage in, nor authorize others to engage in, the reverse engi­neer­ing, dis­as­sem­bly or the decom­pi­la­tion of any of the con­fi­den­tial infor­ma­tion;
  
• Not derive any commercial benefit from the con­fi­den­tial infor­ma­tion;
  

12.3. This con­fi­den­tial­i­ty obligation applies during the course of the coop­er­a­tion between Kadonation and the Customer and will continue to exist for a period of five (5) years starting from the ter­mi­na­tion of the coop­er­a­tion for any reason whatsoever.
12.4. Kadonation shall remain at any moment the sole owner of its con­fi­den­tial infor­ma­tion. Except as expressly set forth herein, nothing in these Terms or the rela­tion­ship between parties shall grant to the Customer any rights to or interest in the con­fi­den­tial infor­ma­tion, and no implied licenses are granted by these Terms.
12.5. This con­fi­den­tial­i­ty obligation shall, however, in no event imply that Kadonation shall not be entitled to use and/​or com­mer­cial­ize any ideas, input, feedback received from the Customer, which may serve to improve and/​or expand the Products and/​or Services.

13. Intellectual property rights

13.1. All reg­is­tra­tions of the trade names/​trademark Kadonation, or any other trade name/​trademark that includes the name Kadonation, or under which the Products and/​or Services are sold, shall be made in the name of Kadonation. The Customer shall not use Kadonation’s company name, Kadonation’s Products and/​or Services names or Kadonation’s Products and/​or Services trademarks as part of Customer’s name or in any manner capable of mis­rep­re­sent­ing the rela­tion­ship between Customer and Kadonation. The Customer shall not alter, remove or tamper with the brands, trademarks, or other means of iden­ti­fi­ca­tion on the Products and/​or Services.
13.2. The Customer grants Kadonation a license on all intel­lec­tu­al property needed to perform the Agreement (such as but not limited to the information/​documentation needed to develop custom designs for the Customer).
13.3. The Customer acknowl­edges the information/​documentation provided to Kadonation regarding custom designs (cfr. Article 6.2.) does not infringe any third party its intel­lec­tu­al property rights, and indem­ni­fies Kadonation for all claims in this regard.
13.4. The Customer explicitly acknowl­edges that Kadonation shall own and retain all (intel­lec­tu­al) property rights with respect to the Products, Services and the Platform (including all custom designs, copies, mod­i­fi­ca­tions, extensions and derivative works thereof).
13.5. The Customer explicitly authorizes Kadonation to use the Customer’s name and/​or project as a reference for publicity purposes, such as by pub­li­ca­tion on the Website. In this regard, the Customer also authorizes Kadonation to use the Customer’s name, trademark, logo, etc. Kadonation will inform the Customer thereof at the start of the Agreement and refrain from any pub­li­ca­tion if the Customer opposes to this in writing.

14. Privacy

14.1. Kadonation as controller

1. The collection by Kadonation of personal data of the (potential) Customer and/​or its personnel/​staff shall take place in accordance with the provisions of Kadonation’s privacy statement. In such event, Kadonation acts as controller. This privacy statement includes infor­ma­tion about the personal data collected by Kadonation, as well as the manner in which Kadonation uses and processes this personal data. Kadonation’s privacy dec­la­ra­tion can be consulted via this link.
2. By ordering the Products, Services and/​or entering into an Agreement with Kadonation, the Customer acknowl­edges to have read and accepted the privacy dec­la­ra­tion.
   

14.2. Kadonation as processor

1. The Customer acknowl­edges that – with regard to the processing of all data of the Customer and/​or End-User entered and uploaded into the Platform – it shall act as controller and Kadonation as processor. All arrange­ments made between parties in this respect shall be solely governed by the Data Processing Policy.
2. The Customer acknowl­edges explicitly that by using the Platform, ordering the Products and/​or entering into an Agreement with Kadonation to have read and accepted the Data Processing Policy in its entirety.

15. Changes to the Terms

15.1. Kadonation reserves the right to amend these Terms and the offer and com­po­si­tion of its Services and/​or Products at any time. New or amended Terms shall apply from the thirtieth (30th) day after they were made known to the Customer (e.g. through a noti­fi­ca­tion on the Website and/​or the Platform).

16. Netting

16.1. In accordance with the stip­u­la­tions of the Law on Financial Collateral dated 15 December 2004, Kadonation and the Customer will auto­mat­i­cal­ly and legally compensate and offset each other for all current and future debts.

17. Miscellaneous

17.1. No waiver

1. Any failure or delay by Kadonation in exercising any right under an Agreement and/​or these Terms with the Customer, any single or partial exercise of any right under such Agreement and/​or these Terms or any partial reaction or absence of reaction by Kadonation in the event of violation by the Customer of one or more provisions of such an Agreement and/​or these Terms, shall not operate or be inter­pret­ed as a waiver (either express or implied, in whole or in part) of Kadonation’s rights under such Agreement, these Terms or under the said provision(s), nor shall it preclude any further exercise of any such rights. Any waiver of a right must be express and in writing. If there has been an express written waiver of a right following a specific failure by Kadonation, this waiver cannot be invoked by the Customer in favor of a new failure, similar to the prior one, or in favor of any other kind of failure.
2. If Kadonation agrees to a transfer of debt from the Customer to a third party, this will under no cir­cum­stances lead to a waiver for the Customer. In this case, the Customer and the third party are always jointly and severally bound to the Agreement. The Customer explicitly acknowl­edges that the drawing up of a credit note to the Customer or a new invoice to that third party will never be considered as permission to grant the Customer a waiver.
   

17.2. Notices
1.Any notice to be given under these Terms shall be deemed duly given when sent by e‑mail and postage prepaid or courier and addressed to the other party’s address. It shall be deemed received three (3) working days after the date of dispatch in the case of e‑mails and in the case of postage prepaid or courier on the date of receipt by the other party.

17.3. Divis­i­bil­i­ty

1. If any part or any clause of these Terms is for whatever reason held to be illegal, invalid or unen­force­able, such provisions shall be deleted and the remaining parts or clauses shall not be affected and shall remain valid and enforce­able as if the invalid or unen­force­able parts or clauses were not part of the Terms.
2. Any such part or clause shall be replaced by a provision that, insofar as legally possible, comes closest to the intention of Parties in the affected part or clause. Parties shall in good faith negotiate and agree a mutually acceptable provision that shall replace the deleted provision.
   

17.4. Non-transfer

1. This Agreement and the rights and oblig­a­tions ensuing from it for the Customer may not be trans­ferred either directly or indirectly without the written consent of Kadonation.
2. Kadonation shall have the right to transfer this Agreement and the rights and oblig­a­tions ensuing from it to a third party. In that case a new agreement between the Customer and the third party shall be concluded with terms and conditions (rights and oblig­a­tions) identical to those in this Agreement for the remaining term.

18. Jurisdiction and applicable law

18.1. The present Terms as well as any Agreement between parties, of whatever nature, are governed by and construed in accordance with the laws of Belgium, with exclusion of (i) all conflict of laws rules, (ii) the UN Convention on the Inter­na­tion­al Sale of Goods (1980), and (iii) the NY Convention on the Limitation Period in the Inter­na­tion­al Sale of Goods (1974).

18.2. Without prejudice to any other provision of these Terms, any claims by the Customer arising out of or in connection with an Agreement between parties will in any event become time-barred after expiration of one (1) year as from the date of delivery of the relevant Products and/​or Services.