General Terms & Conditions

Version: June 1st, 2023

1. Definitions

1.1. "Carble," "we," or "us" refers to Carble BV, a tech company based in The Netherlands.

1.2. "Client" or "you" refers to the party entering into an agreement with Carble for the use of our software as a service platform.

1.3. "Platform" refers to the website and software as a service platform provided by Carble.

1.4. "Data" refers to any information provided, stored, or processed through the Carble platform by the Client.

2. Agreement

2.1. By using Carble's platform, the Client agrees to be bound by these General Terms and Conditions.

2.2. The agreement between Carble and the Client is formed when the Client accepts these General Terms and Conditions, either by signing a separate agreement or by using the Carble platform.

2.3. Any additional terms agreed upon between Carble and the Client shall be documented in a separate written agreement and shall take precedence over these General Terms and Conditions.

3. Use of the Platform

3.1. Carble grants the Client a non-exclusive, non-transferable right to access and use the platform for the duration of the agreement.

3.2. The Client shall not use the platform for any unlawful or unauthorized purpose or in a manner that violates any applicable laws, regulations, or third-party rights.

3.3. The Client shall not modify, adapt, or reverse engineer the platform or attempt to gain unauthorized access to the platform or its related systems.

4. Data Processing

4.1. Carble acts as a data processor on behalf of the Client, and the Client acts as the data controller with respect to the Data.

4.2. Carble shall process the Data in accordance with the Client's instructions, as specified in a separate data processing agreement or as otherwise agreed upon.

4.3. Carble shall implement appropriate technical and organizational measures to protect the security, confidentiality, and integrity of the Data.

4.4. Carble shall not disclose the Data to any third parties unless required by law or with the explicit consent of the Client.

4.5. Carble may engage sub-processors to assist in providing the platform, provided that Carble ensures such sub-processors comply with applicable data protection laws.

5. Intellectual Property

5.1. Carble retains all right, title, and interest in and to the platform, including any intellectual property rights.

5.2. The Client acknowledges that it does not acquire any ownership rights to the platform or any intellectual property rights by using the platform.

6. Confidentiality

6.1. Both parties shall keep any confidential information received from the other party confidential and shall not disclose it to any third party without prior written consent, except as required by law.

7. Invoicing and Payments

7.1. The Client shall pay Carble the fees as specified in the separate agreement or as otherwise agreed upon.

7.2. Unless otherwise stated, all fees are exclusive of any applicable taxes, duties, or similar charges, which shall be the responsibility of the Client.

7.3. Carble shall invoice the Client for the fees according to the agreed-upon billing cycle.

7.4. Invoices shall be paid by the Client within the specified payment terms, which will be stated on the invoice. Payment shall be made in the currency specified in the invoice.

7.5. In the event of late payment, Carble reserves the right to charge the Client interest on the overdue amount at the statutory rate.

7.6. Carble may suspend or terminate the Client's access to the platform in the event of non-payment, subject to any applicable notice periods and legal obligations.

7.7. The Client shall be responsible for providing accurate and up-to-date billing information to Carble, including valid payment details and contact information.

7.8. Any disputes regarding invoices or charges must be raised by the Client in writing within thirty (30) days of the invoice date. Failure to raise a dispute within this period shall be deemed as acceptance of the charges.

8. Limitation of Liability

8.1. Carble shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the use or inability to use the platform.

8.2. Carble's total liability, whether based on contract, tort, or any other legal theory, shall be limited to the total fees paid by the Client to Carble in the twelve months preceding the event giving rise to the liability.

9. Termination

9.1. Either party may terminate the agreement with immediate effect if the other party breaches any material term of the agreement and fails to remedy such breach within a reasonable period of time after receiving written notice.

9.2. Upon termination of the agreement, the Client's access to the platform shall be immediately revoked, and Carble shall delete or return any Data in its possession, unless otherwise required by law.

9.3. Termination of the agreement shall not relieve the Client of its obligation to pay any outstanding fees or charges owed to Carble.

10. Governing Law and Jurisdiction

10.1. These General Terms and Conditions shall be governed by and construed in accordance with the laws of The Netherlands.

10.2. Any disputes arising out of or in connection with these General Terms and Conditions shall be subject to the exclusive jurisdiction of the courts in The Netherlands.

11. Miscellaneous

11.1. These General Terms and Conditions constitute the entire agreement between Carble and the Client and supersede any prior agreements or understandings, whether oral or written, relating to the subject matter hereof.

11.2. These General Terms and Conditions may only be modified or amended in writing and signed by both parties.

11.3. If any provision of these General Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.