KobiChat terms and conditions

These terms and conditions govern the use of KobiChat, the SaaS platform for business WhatsApp communication from KobiTech B.V. They apply to every quotation, offer and agreement between KobiTech and business customers. Please read them carefully - by taking out a subscription or using KobiChat, you agree to these terms and conditions.

Article 1 - Definitions

In these terms and conditions, the following expressions, whether used in the singular or the plural, always have the same meaning:

• KobiTech: KobiTech B.V., the provider of KobiChat.
• Customer: the legal entity or business that, acting in the course of a profession or business, enters into an agreement with KobiTech or receives an offer to do so.
• Parties: KobiTech and the Customer together.
• KobiChat or the Platform: KobiTech’s software-as-a-service application for business WhatsApp communication, including a shared team inbox, contact management, campaigns and broadcasts, message templates, automations and the associated API.
• Service: the provision and continued availability of KobiChat and related services by KobiTech via the internet.
• Agreement: the arrangement between the Parties under which KobiTech provides the Service, including these terms and conditions and any annexes.
• Subscription: the plan chosen by the Customer, with the associated limits (such as the number of users, messages and contacts) and rate.
• User: a natural person authorised by the Customer who has access to KobiChat on the Customer’s behalf.
• Account: the environment created by the Customer within KobiChat through which the Service is used.
• WhatsApp Business Platform: the official business messaging platform (Cloud API) of Meta Platforms Ireland Ltd. (“Meta”), with which KobiChat works as a Tech Provider.
• WhatsApp Business account: the Customer’s own business WhatsApp account with Meta, which the Customer connects to KobiChat.
• Customer Data: all data that the Customer or its Users enter, process or have processed via KobiChat, including conversations, contacts and messages from the Customer’s (end) customers.
• Personal Data, Processing, Controller, Processor, Data Subject and Sub-processor: the terms as defined in the General Data Protection Regulation (GDPR).
• Data Processing Section: Articles 21 to 28 (inclusive) of these terms and conditions, which together constitute a data processing agreement within the meaning of Article 28 GDPR.
• Demo Mode: the mode in which KobiChat operates without a connection to Meta, using simulated messages, intended solely for exploring the Platform.
• Working Day: a calendar day, excluding Saturdays, Sundays and public holidays generally recognised in the Netherlands.
• In Writing: on paper or by electronic means, including by email and via the Platform.

Article 2 - Applicability and order of precedence

2.1 These terms and conditions apply to all offers, quotations, agreements and (legal) acts between KobiTech and the Customer relating to the Service, including where these build on earlier agreements.

2.2 The applicability of any purchasing conditions or other general terms and conditions of the Customer is expressly rejected. A battle of forms within the meaning of Article 6:225(3) of the Dutch Civil Code (BW) is resolved in favour of these terms and conditions.

2.3 Deviations from and additions to these terms and conditions are valid only if they have been expressly agreed in writing.

2.4 In the event of a conflict between documents, the following order of precedence applies: (1) a signed written agreement or order confirmation, (2) the Data Processing Section, (3) any separately agreed Service Level Agreement (SLA), and (4) these terms and conditions.

2.5 If any provision of these terms and conditions is null and void or voidable, the remaining provisions remain in full force (see Article 33).

Article 3 - The Service and KobiChat

3.1 KobiChat is a subscription platform that enables the Customer to manage business WhatsApp communication through, among other things, a shared team inbox, contact management, campaigns and broadcasts, message templates, automations and an API.

3.2 KobiChat works via Meta’s official WhatsApp Business Platform (Cloud API). KobiTech acts as a Tech Provider in this respect. The Customer connects its own WhatsApp Business account to KobiChat and remains responsible for that account at all times.

3.3 The available plans, features, limits and any add-ons - such as extra users, higher message volumes, additional functionality or integrations - are shown on the KobiChat website and/or in the Platform. KobiTech may change its offering from time to time.

3.4 KobiChat has a Demo Mode in which the Platform operates without a Meta connection, using simulated messages. The Demo Mode serves solely to explore KobiChat and offers no guarantee whatsoever as to operation, availability or suitability.

3.5 KobiChat is offered without customisation, unless otherwise agreed in writing. The Service is provided as it is available at any given time (“as available”).

Article 4 - Formation of the Agreement

4.1 All offers and quotations from KobiTech are non-binding, unless a period for acceptance is expressly stated.

4.2 The Agreement is formed at the moment the Customer takes out a Subscription, accepts a quotation, confirms an offer online or actually starts using the Service - whichever occurs first.

4.3 Obvious mistakes, slips of the pen or errors in an offer, quotation, price estimate or publication do not bind KobiTech.

4.4 The person entering into the Agreement on behalf of the Customer warrants that they are authorised to do so and to legally bind the Customer.

Article 5 - Free trial period and Demo Mode

5.1 KobiTech may offer a free trial period or the Demo Mode, with the duration and conditions stated for it.

5.2 During a trial period or in the Demo Mode, the Service is provided without any guarantee as to availability, suitability or error-free operation, and without any entitlement to support or indemnification.

5.3 Unless stated otherwise, a trial period ends automatically at the end of the stated term. KobiTech may indicate whether a trial period stops automatically or converts into a paid Subscription; in the latter case, the Customer will be informed of this in advance and the regular rates apply after conversion.

5.4 KobiTech may end, restrict or change a trial period or the Demo Mode at any time.

Article 6 - Access, account and users

6.1 To use KobiChat, the Customer registers an Account and creates Users within the limits of the chosen Subscription.

6.2 The Customer is responsible for managing the Account, for granting and revoking user rights, and for the acts and omissions of its Users.

6.3 The Customer shall handle login details with care and keep them secret. The Customer is responsible for all activities that take place via its Account. If misuse or unauthorised access is suspected, the Customer shall notify KobiTech without delay.

6.4 KobiTech may prescribe security measures, such as strong passwords or two-factor authentication, and may refuse or suspend access if the security of the Platform so requires.

Article 7 - WhatsApp, Meta and the Customer’s responsibilities

7.1 The Customer connects its own WhatsApp Business account to KobiChat and maintains the relationship with Meta itself, including the payment method linked with Meta.

7.2 The use of WhatsApp is subject to Meta’s terms and policies, including the WhatsApp Business Terms, the WhatsApp Business Messaging Policy and the Commerce Policy. The Customer is itself responsible for complying with them.

7.3 The Customer warrants that it has a valid and demonstrable opt-in from the contacts it approaches via KobiChat, that it respects unsubscribes (“opt-outs”) and that its messaging complies with applicable laws and regulations, including the GDPR and the Dutch Telecommunications Act (Telecommunicatiewet).

7.4 KobiTech is not a party to the relationship between the Customer and Meta and is not responsible or liable for decisions by Meta, including rate changes, quality ratings, restrictions, blocks or the suspension or termination of the Customer’s WhatsApp Business account.

7.5 Changes that Meta makes to the WhatsApp Business Platform, the API or its policies may affect the operation of KobiChat. Such consequences are not at the expense or risk of KobiTech.

Article 8 - Third-party connections, integrations and APIs

8.1 KobiChat may offer connections with third-party services, including Meta, and the option to integrate via the API with systems of the Customer or of third parties.

8.2 Third-party services are subject to the terms and privacy policies of those third parties. KobiTech is not responsible for the availability, operation, quality or terms of third-party services.

8.3 Third parties may unilaterally change, restrict or discontinue their services, APIs or integrations. KobiTech is not liable for the consequences of this for the use of KobiChat.

8.4 Use of the KobiChat API takes place within the limits and usage caps set by KobiTech. KobiTech may take technical measures to prevent overload or misuse.

Article 9 - Performance of the Service

9.1 KobiTech provides the Service on the basis of a best-efforts obligation and shall make reasonable efforts to make KobiChat properly available. KobiTech does not guarantee any particular result.

9.2 The Customer shall provide in good time all data, cooperation and resources that KobiTech reasonably requires and shall ensure that its environment meets the system requirements (including a reliable internet connection and up-to-date devices and browsers).

9.3 Delays or shortcomings resulting from a lack of cooperation, from incorrect or incomplete information from the Customer, or from third-party services or integrations are not attributable to KobiTech. Implementation and set-up at the Customer’s end are at the Customer’s risk.

Article 10 - Right of use and intellectual property

10.1 For the duration of the Agreement, KobiTech grants the Customer a non-exclusive, non-transferable and revocable right to use KobiChat, solely for the Customer’s own business operations and within the limits of the Subscription.

10.2 All intellectual property rights in KobiChat, the underlying software, the API, the documentation, the design and all related materials are vested in KobiTech or its licensors. Nothing in these terms and conditions is intended to transfer these rights.

10.3 KobiChat runs on KobiTech’s infrastructure. The Customer receives no source code and no copy of the software.

10.4 The Customer may not decompile, reverse engineer, copy, rent out, resell or sublicense KobiChat, or otherwise use it beyond the agreed scope, save for exceptions under mandatory law.

10.5 The Customer Data and the content provided by the Customer remain the property of the Customer. The Customer grants KobiTech the right to process these to the extent necessary to provide the Service.

10.6 If the Customer makes suggestions or proposals for improvement (“feedback”), KobiTech may use them freely and without payment for the further development of KobiChat; the rights to such feedback belong to KobiTech.

Article 11 - Customer obligations and acceptable use

11.1 The Customer shall use KobiChat in a responsible, lawful and careful manner, acting in accordance with the Agreement, these terms and conditions, Meta’s policies and applicable laws and regulations.

11.2 In particular, the Customer is not permitted to:

• resell or rent out KobiChat or make it available to third parties outside its own organisation, unless agreed in writing;
• disrupt or overload the Platform, the infrastructure or the network, or breach or circumvent its security;
• infringe intellectual property rights or other rights of KobiTech or third parties;
• violate the privacy of third parties, send unsolicited communications (“spam”) or send messages without a valid opt-in;
• distribute unlawful, misleading, criminal, discriminatory or otherwise impermissible content.

11.3 Fair use. The Subscription is intended for normal, reasonable business use within the stated limits. Excessive or improper use that places a disproportionate load on the Platform or deviates from what is customary for comparable customers is not permitted.

11.4 In the event of a (suspected) breach of this article, KobiTech may warn the Customer, restrict use, suspend or block access to (parts of) the Service and, in serious cases, terminate the Agreement with immediate effect. KobiTech will endeavour to issue a warning first where circumstances allow, but is not obliged to do so if immediate action is required.

Article 12 - Availability, maintenance and changes

12.1 KobiTech endeavours to offer KobiChat with good availability, but does not guarantee uninterrupted or error-free availability. A guaranteed uptime applies only if and to the extent that a separate SLA has been agreed in writing.

12.2 KobiTech may temporarily take the Service out of use for maintenance, adjustments or improvements. Planned maintenance will be announced in advance where possible and carried out outside office hours as far as possible. Urgent maintenance may take place without prior notice.

12.3 KobiTech may further develop KobiChat and add, change or remove features (deprecation). In doing so, KobiTech takes reasonable account of the Customer’s interests and announces significant changes in advance where possible.

12.4 Limitations in availability or functionality resulting from services, changes or outages at third parties - including Meta and the hosting provider - fall outside KobiTech’s responsibility and liability.

Article 13 - Support

13.1 KobiTech offers standard support via the website, documentation and by email at info@kobichat.nl, during normal office hours on Working Days.

13.2 Standard support covers help with questions about the use and functioning of KobiChat. Additional services, such as extensive configuration, training, customisation or premium support with agreed response times, fall outside the Subscription and are provided under a separate arrangement and for a fee.

13.3 Without a separate arrangement, no guaranteed response or resolution times apply. KobiTech endeavours to handle questions within a reasonable period.

Article 14 - Rates, payment and indexation

14.1 For the Subscription, the Customer owes the fee stated on the website or in the Agreement. All amounts are in euros, excluding VAT and any other levies.

14.2 The fee may consist of a subscription rate and additional components, such as extra users, higher volumes or add-ons. Meta’s WhatsApp message costs are expressly excluded from this and are charged directly to the Customer by Meta (see Article 7).

14.3 The Subscription is invoiced in advance and paid monthly by automatic direct debit through the payment service provider Mollie, using the payment method linked by the Customer. The Customer authorises KobiTech and Mollie to collect the amounts due automatically.

14.4 Fees already paid are not refunded, including in the event of early termination or if the Subscription is not fully used, save as provided by mandatory law.

14.5 KobiTech may adjust its rates annually in line with the consumer price index (CPI) of Statistics Netherlands (CBS). KobiTech will announce other price changes at least two weeks in advance. If the Customer does not agree with a price change that exceeds indexation, it may cancel the Subscription with effect from the date on which the change takes effect.

Article 15 - Consequences of late payment

15.1 If an automatic direct debit fails, the Customer will be given the opportunity to pay by alternative means within five (5) days of notification.

15.2 If the Customer still fails to pay, it is in default without any further notice of default being required. From that moment, KobiTech is entitled to charge the statutory commercial interest (Article 6:119a of the Dutch Civil Code (BW)) and the extrajudicial collection costs.

15.3 In the event of default, KobiTech may suspend or block the Service in whole or in part until the full amount due has been paid. Suspension does not affect the Customer’s payment obligation.

15.4 Objections to an invoice do not suspend the payment obligation.

Article 16 - Term, renewal and cancellation

16.1 The Subscription is entered into for the agreed period. A monthly subscription has a term of one month, which is tacitly renewed for one month each time unless it is cancelled.

16.2 The Customer may cancel a monthly subscription with effect from the end of the current billing period, via the Platform or in writing to info@kobichat.nl. For subscriptions entered into for a fixed term, the term and notice period agreed for them apply.

16.3 KobiTech may terminate or suspend the Agreement in whole or in part with immediate effect and without notice of default if: (a) the Customer is in default of a material obligation; (b) the Customer applies for or is granted a suspension of payments, is declared bankrupt, resolves to liquidate or otherwise loses the free disposal of its assets; or (c) there is misuse as referred to in Article 11.

16.4 On termination of the Agreement, the right of use and access to KobiChat lapse. The handling of the Customer Data is governed by Article 17 and the Data Processing Section.

Article 17 - Exit, return and deletion of data

17.1 The Customer is at all times itself responsible for making back-ups and for exporting its Customer Data in good time. KobiChat offers export options within the Platform for this purpose.

17.2 After termination of the Agreement, the Customer Data remains available for export for a reasonable period. KobiTech then permanently deletes the Customer Data no later than six (6) months after the end of the Agreement.

17.3 If, after default, the Customer remains in arrears with payment for more than ninety (90) days, KobiTech may delete the Customer Data after just three (3) months.

17.4 On request, KobiTech may provide additional exit or transition assistance for a reasonable fee.

Article 18 - Confidentiality and non-disclosure

18.1 The Parties shall keep confidential all confidential information they receive from each other in connection with the Agreement and shall use it solely for the performance of the Agreement.

18.2 The following are in any event deemed confidential: the software, features, APIs, documentation, source code, security data, pricing arrangements and other business and trade secrets of KobiTech, as well as the Customer’s commercially sensitive information.

18.3 The confidentiality obligation does not apply to information that is already public without breach of these terms and conditions, that has been developed independently without use of the confidential information, or that must be disclosed pursuant to a legal obligation or court order.

18.4 This obligation remains in force after the end of the Agreement.

Article 19 - Security and data breaches

19.1 KobiTech takes appropriate technical and organisational measures to protect KobiChat and the data processed in it against loss and unlawful processing, in line with Article 32 GDPR and the state of the art.

19.2 KobiChat is hosted within the European Union on Microsoft Azure infrastructure. The data is processed within the EU.

19.3 The allocation of responsibilities and the procedure in the event of a personal data breach (data leak) are set out in more detail in the Data Processing Section, in particular Article 27.

Article 20 - Warranties and exclusions

20.1 KobiTech provides the Service to the best of its ability on the basis of a best-efforts obligation. KobiChat is provided “as is” and “as available”.

20.2 To the extent permitted by law, KobiTech excludes all implied warranties, including warranties that the Service will be uninterrupted, error-free or free of vulnerabilities, or suitable for a specific purpose of the Customer.

20.3 Availability or performance guarantees apply only if and to the extent that they are expressly set out in a separate SLA.

Article 21 - Processing of personal data: allocation of roles

21.1 Articles 21 to 28 (inclusive) together form the data processing agreement between the Parties within the meaning of Article 28 GDPR (the Data Processing Section) and are an integral part of the Agreement.

21.2 With regard to the Customer Data that the Customer processes via KobiChat - including conversations and contact details of the Customer’s (end) customers - the Customer is the Controller and KobiTech acts as Processor.

21.3 With regard to its own customer, account and usage data that KobiTech needs to run its business and provide the Service (including billing, contact and account details), KobiTech is itself the Controller. That processing is governed by KobiTech’s privacy policy, available at kobichat.io/privacy.

21.4 KobiTech processes the Customer Data solely on the basis of the Customer’s documented instructions, as set out in the Agreement and this Data Processing Section, unless a legal obligation requires KobiTech to process it. In that case, KobiTech will inform the Customer beforehand, unless that law prohibits this.

21.5 KobiTech will inform the Customer if, in its opinion, an instruction infringes the GDPR or other data protection legislation.

Article 22 - Subject matter, nature, purpose and duration of the processing

22.1 Subject matter and nature: the processing of personal data for the provision and operation of KobiChat, including receiving, sending, storing, organising and managing messages and contacts via the WhatsApp Business Platform.

22.2 Purpose: providing the Service as agreed, including the shared team inbox, contact management, campaigns and broadcasts, templates, automations and the API.

22.3 Types of personal data: including name, telephone number, email address, profile details, message content, conversation metadata, IP address and usage and behavioural data. The Customer does not process any special categories of personal data within the meaning of Article 9 GDPR via KobiChat, unless the Parties have expressly agreed this in writing and subject to the safeguards that apply to it.

22.4 Categories of data subjects: including the contacts and (end) customers of the Customer with whom the Customer communicates via KobiChat, and the Customer’s Users.

22.5 Duration: the processing lasts for as long as the Agreement is in force, followed by the retention and deletion periods of Article 28.

22.6 The Customer warrants that it is authorised to have the Customer Data processed by KobiTech and that it has a valid legal basis for this, including a valid opt-in from data subjects.

Article 23 - Security measures and staff confidentiality

23.1 KobiTech takes appropriate technical and organisational measures as referred to in Article 32 GDPR, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing, as well as the risks to data subjects. These measures include, among other things, encryption of data where appropriate, access management, logging, hosting within the EU and measures aimed at the availability and recoverability of data in the event of an incident.

23.2 KobiTech ensures that persons who process the personal data under its authority are bound by a duty of confidentiality in doing so, either by virtue of a statutory obligation or under an agreement.

23.3 The Customer is responsible for its own compliance with the GDPR, including determining legal bases, informing data subjects, keeping records of opt-ins and respecting unsubscribes, as well as for security on its side (including the management of accounts and login details).

Article 24 - Location of data and international transfers

24.1 The Customer Data is in principle processed within the European Economic Area (EEA), on infrastructure within the EU.

24.2 Insofar as processing by a Sub-processor nevertheless involves a transfer to a country outside the EEA - for example because Meta processes messages - KobiTech ensures that an appropriate safeguard within the meaning of Chapter V GDPR applies, such as an adequacy decision or the Standard Contractual Clauses of the European Commission, supplemented where necessary by technical and organisational measures.

Article 25 - Sub-processors

25.1 The Customer grants KobiTech general authorisation to engage Sub-processors in performing the Service.

25.2 An up-to-date overview of the Sub-processors engaged by KobiTech is included in Annex C to the Data Processing Agreement.

25.3 KobiTech imposes on each Sub-processor data protection obligations that are essentially equivalent to those of this Data Processing Section. KobiTech remains fully responsible to the Customer for the performance of its Sub-processors.

25.4 KobiTech will inform the Customer of any intended changes concerning the addition or replacement of Sub-processors. The Customer may raise a reasoned objection within fourteen (14) days of notification on serious grounds relating to data protection. The Parties will then consult each other. If they cannot reach agreement, the Customer may cancel the relevant part of the Agreement with effect from the date on which the change takes effect.

Article 26 - Assistance, data subject rights and audit

26.1 Taking into account the nature of the processing and the information available to it, KobiTech provides the Customer with reasonable assistance in fulfilling the Customer’s obligations under Articles 32 to 36 (inclusive) GDPR, including with a data protection impact assessment (DPIA) and a prior consultation. For assistance beyond what is provided as standard, KobiTech may charge a reasonable fee.

26.2 If KobiTech receives a request from a data subject to exercise their rights under Articles 15 to 22 (inclusive) GDPR relating to the Customer Data, KobiTech will forward this request to the Customer as soon as possible, and in principle within fourteen (14) days, and will not respond to it itself. KobiTech will provide reasonable support to the Customer in handling it.

26.3 KobiTech makes available to the Customer the information reasonably necessary to demonstrate compliance with Article 28 GDPR. The Customer may, at most once a year - or more often in the event of a specific and substantiated suspicion of a shortcoming - have an audit carried out by an independent expert bound by confidentiality. An audit must be announced at least thirty (30) days in advance, must disrupt KobiTech’s business operations as little as possible, and its costs are borne by the Customer.

Article 27 - Notification of data breaches

27.1 KobiTech will inform the Customer without undue delay after becoming aware of a personal data breach (data leak) affecting the Customer Data.

27.2 In doing so, KobiTech will provide the information reasonably available to it, including: the nature of the breach, the (probable) time and cause, the categories and number of data subjects concerned, the (possible) consequences and the measures taken or proposed to address the breach and mitigate its consequences.

27.3 As Controller, the Customer assesses whether a notification to the supervisory authority (the Dutch Data Protection Authority, Autoriteit Persoonsgegevens) and/or to data subjects is required, and makes that notification itself. KobiTech does not itself make any notification to the supervisory authority or data subjects on the Customer’s behalf.

Article 28 - Return and deletion of personal data

28.1 After the end of the Agreement, KobiTech will, at the Customer’s choice, return or delete the personal data processed under the Agreement. If the Customer does not indicate within a reasonable period that it opts for return (for which the export function in Article 17 is available), KobiTech will permanently delete this data (“hard delete”) no later than six (6) months after the end of the Agreement, unless a statutory retention obligation prevents this.

28.2 If, after default, the Customer remains in arrears with payment for more than ninety (90) days, KobiTech may proceed with deletion after just three (3) months.

28.3 When a feature is phased out (“deprecation”), deletion may take place in two steps: a “soft delete” for three (3) months, followed by permanent deletion no later than six (6) months after the phase-out.

28.4 The Customer is and remains itself responsible for exporting and safeguarding the Customer Data in good time before deletion (see also Article 17).

Article 29 - Liability

29.1 KobiTech’s total liability for an attributable failure in the performance of the Agreement, or on any other legal basis whatsoever, is limited to compensation for direct damage up to a maximum of the amount of subscription fees paid by the Customer to KobiTech in the three (3) months preceding the event giving rise to the damage.

29.2 To the extent that KobiTech’s liability insurer makes a payment in the case concerned, KobiTech’s liability is in any event limited to the amount of that payment, plus the applicable excess.

29.3 KobiTech is not liable for indirect damage, including consequential damage, lost profits, lost savings, reputational damage, loss of or damage to data, damage due to business interruption and damage resulting from services, changes or outages at third parties, including Meta and the hosting provider, or resulting from Meta’s WhatsApp message costs.

29.4 A condition for any right to compensation to arise is that the Customer reports the damage to KobiTech in writing as soon as possible and no later than one (1) week after discovery. Any claim lapses if it has not been submitted to KobiTech in writing within six (6) months of arising, or if legal proceedings have not been brought within that period.

29.5 The limitations and exclusions in this article do not apply if and to the extent that the damage results from intent or deliberate recklessness on the part of KobiTech’s management, or in the event of death or bodily injury.

Article 30 - Indemnification

30.1 The Customer indemnifies KobiTech against all third-party claims - including from data subjects, Meta and supervisory authorities - relating to the Customer Data or to any use of KobiChat by the Customer or its Users that is contrary to the Agreement, these terms and conditions, Meta’s policies or the law, including sending messages without a valid opt-in.

30.2 KobiTech indemnifies the Customer against third-party claims for an infringement of intellectual property rights that is the direct result of KobiChat itself, provided that the Customer informs KobiTech in writing without delay, leaves control of the defence and settlement to KobiTech and cooperates with it. This indemnity does not apply in the event of use contrary to the terms and conditions or of modifications or combinations made without KobiTech’s involvement.

Article 31 - Force majeure

31.1 KobiTech is not obliged to perform any obligation if it is prevented from doing so by force majeure within the meaning of Article 6:75 of the Dutch Civil Code (BW).

31.2 Force majeure includes in any event: disruptions, outages or failures at suppliers and Sub-processors (including Meta, Microsoft Azure and Mollie), cyberattacks, DDoS attacks, failure or interruption of internet, telecommunications or power, government measures, pandemics, strikes and other circumstances beyond KobiTech’s reasonable control.

31.3 During force majeure, KobiTech’s obligations are suspended without KobiTech being obliged to pay any compensation. If the force majeure lasts longer than sixty (60) days, either Party may dissolve the Agreement in writing, without any right to compensation.

Article 32 - Changes to the terms and conditions and the Service

32.1 KobiTech may change these terms and conditions and the Service. KobiTech will announce changes to the terms and conditions at least one (1) month before they take effect.

32.2 The Customer may object in writing within seven (7) days of the announcement to a change that materially and adversely affects its position. If the Customer does not object, the change is deemed accepted.

32.3 If the Customer objects in time and the Parties cannot reach agreement, the Customer may cancel the Agreement with effect from the date on which the change takes effect. Fees already paid are not refunded.

32.4 Minor changes, changes arising from laws or regulations or from Meta’s policies, and functional further development as referred to in Article 12 may be implemented without observing the above periods.

Article 33 - Nullity and conversion

33.1 If any provision of these terms and conditions is null and void or voidable, the remaining provisions remain fully in force.

33.2 In that case, the Parties will consult each other in order to replace the void or annulled provision with a valid provision that comes as close as possible to its purpose and intent (conversion, Article 3:42 of the Dutch Civil Code (BW)).

Article 34 - Assignment

34.1 KobiTech may transfer its rights and obligations under the Agreement in whole or in part to a third party, for example in the context of a reorganisation, merger or acquisition. KobiTech will notify the Customer of this.

34.2 The Customer may not transfer its rights and obligations under the Agreement to a third party without KobiTech’s prior written consent.

Article 35 - Communication and evidence

35.1 Notices and communications between the Parties may be sent by electronic means, including by email and via the Platform. Communications to KobiTech must be addressed to info@kobichat.nl.

35.2 KobiTech’s records and log files serve as evidence between the Parties of the instructions given by the Customer, the use of the Service and the messages sent, subject to proof to the contrary.

Article 36 - Reference and promotion

36.1 KobiTech may mention the Customer’s name and logo, as well as the fact that the Customer uses KobiChat, in a discreet manner as a reference in its communications, for example on the website and in sales materials.

36.2 The Customer may object to this at any time by sending a message to info@kobichat.nl, after which KobiTech will discontinue the reference within a reasonable period.

Article 37 - Final provisions

37.1 These terms and conditions, together with the Agreement and its annexes, constitute the entire agreement between the Parties on their subject matter and supersede all prior agreements and communications on that subject.

37.2 A Party’s failure to enforce a right, or to enforce it immediately, does not constitute a waiver of that right.

37.3 Provisions which by their nature are intended to continue after the end of the Agreement - including those on confidentiality, intellectual property, liability, indemnification, deletion of data and governing law - remain in force thereafter.

37.4 During the term of the Agreement and for twelve (12) months after its end, the Parties shall not employ, or otherwise have work for them, any employees of the other Party who have been involved in the performance of the Agreement, without the prior written consent of the other Party.

Article 38 - Governing law and disputes

38.1 The Agreement and these terms and conditions are governed exclusively by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention, CISG) is excluded.

38.2 The Parties will endeavour to resolve disputes through mutual consultation first.

38.3 If no solution is reached, disputes will be submitted to the competent court of the District Court of Midden-Nederland, Utrecht location, without prejudice to KobiTech’s right to apply to the court that has jurisdiction under the law.