1. Introduction
These Terms and Conditions govern the sale and provision of IT consulting services ("Services") by Kaminot Limited ("Company", "We", "Us", "Our") to its clients ("Client", "You", "Your"). By engaging Our services, You acknowledge that You have read, understood, and agreed to be bound by these Terms and Conditions.
2. Services Offered
We provide a range of IT consulting services, which include but are not limited to:
Specific services provided will be detailed in a written proposal or contract. Any additional services requested by the Client will require written agreement and may incur additional fees.
3. Client Engagement & Service Agreement
3.1 Initiation: The engagement for services will begin once a written agreement or signed proposal is accepted by both parties. This agreement will define the scope, timeline, deliverables, and fees for the services.
3.2 Scope Changes: Any changes to the scope of services must be mutually agreed upon in writing or verbally. These changes may result in adjustments to fees, timelines, or deliverables.
4. Pricing and Payment Terms
4.1 Pricing Structure: Pricing for the services provided will be clearly outlined in the proposal or agreement. All fees are exclusive of VAT and other applicable taxes unless otherwise indicated. VAT will be charged at the prevailing rate in compliance with EU tax regulations.
4.2 Invoicing: Invoices will be issued as per the agreed payment schedule—either upon completion of milestones or at regular intervals, typically monthly. Payment is due within 30 days of the invoice date unless otherwise specified in writing.
4.3 Late Payments: In the event of late payment, We reserve the right to charge statutory interest as per the EU Directive 2011/7/EU on combating late payments, which will be at 8% above the European Central Bank (ECB) reference rate, or the maximum permitted by law, whichever is higher. We may also suspend services until full payment is made.
4.5 Ownership: All intellectual property, including but not limited to software, reports, designs, processes, or methodologies as well as Physical property, including but not limited to electronic parts and components or hardwares will remain the full property of Kaminot Limited until full payment is received. Kaminot Limited reserve the right to use any property to fullfil it’s contractual obligation
5. Cancellation and Termination
5.1 Client Termination: You may terminate the service engagement at any time by providing 30 days' written notice. You will be liable for any services rendered up to the termination date, as well as any unrecoverable costs incurred by the Company in fulfilling the contract.
5.2 Company Termination: We may terminate the agreement with immediate effect if You breach these Terms and Conditions, including failure to pay fees, or if We reasonably believe the continuation of the engagement is no longer viable. Written notice will be provided.
6. Confidentiality
Both parties agree to treat as confidential all business, technical, and commercial information shared during the engagement. This confidentiality obligation will continue for five (5) years after the conclusion of the engagement, unless otherwise agreed in writing.
Confidential information may not be shared with any third party unless necessary for the delivery of services or as required by law. Both parties agree to implement reasonable security measures to protect confidential information.
7. Intellectual Property Rights
7.1 Ownership: All intellectual property, including but not limited to software, reports, designs, processes, or methodologies developed during the course of Our engagement, shall remain the exclusive property of Kaminot Limited, unless otherwise agreed in writing.
7.2 License to Use: Upon full payment of fees, We grant You a non-exclusive, non-transferable license to use the deliverables solely for internal business purposes. No part of the deliverables may be resold, distributed, or modified without Our prior written consent.
8. Warranties and Disclaimers
8.1 Service Warranties: We warrant that the services will be performed with reasonable care and skill, and in accordance with industry standards. However, We do not warrant that the services will be entirely error-free, or that all defects will be corrected immediately.
8.2 No Guarantee of Results: While We will endeavour to meet agreed performance metrics, We do not guarantee specific results, particularly where reliance on third-party technology, platforms, or services is involved.
8.3 Limitation of Liability: To the maximum extent permitted by EU law, Our liability for any claims arising under these Terms, whether in contract, tort (including negligence), or otherwise, is limited to the total fees paid by You for the services in question. We will not be liable for indirect, special, or consequential damages, including but not limited to loss of data, profits, revenue, or business interruption.
9. Data Protection and Compliance
9.1 Compliance with GDPR: Both parties agree to comply with all applicable EU data protection regulations, including the General Data Protection Regulation (GDPR). We will ensure that all personal data processed during the engagement is handled in compliance with these regulations.
9.2 Data Handling: You warrant that You have obtained all necessary consents from individuals whose personal data may be processed by Us during the provision of services. We will take appropriate technical and organisational measures to protect any personal data from unauthorized access, misuse, or disclosure.
9.3 Cross-border Data Transfers: If the provision of services requires the transfer of personal data outside the EU, both parties agree to implement appropriate safeguards in accordance with GDPR requirements.
10. Force Majeure
We shall not be held liable for any delay or failure to perform Our obligations under these Terms if such delay or failure results from circumstances beyond Our reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, labour disputes, or governmental restrictions.
11. Governing Law and Dispute Resolution
11.1 Governing Law: These Terms and Conditions shall be governed by and construed in accordance with the laws of the European Union and, where applicable, the local laws of the member state in which the services are provided.
11.2 Dispute Resolution: In the event of a dispute, both parties agree to attempt to resolve the issue through good-faith negotiations. If the dispute cannot be resolved within 30 days, it shall be submitted to binding arbitration under the rules of the Arbitration Institute of the Stockholm Chamber of Commerce, or a similar EU-based arbitration body.
12. Amendments to Terms
We reserve the right to amend these Terms and Conditions at any time. Any such amendments will be communicated to You in writing, and will take effect 30 days after notice. Continued use of Our services after this notice period will constitute Your acceptance of the new terms.
13. Severability
If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall continue in full force and effect.
14. Entire Agreement
These Terms and Conditions, together with the signed agreement or proposal, constitute the entire agreement between the parties, superseding any prior written or oral agreements. No modification shall be valid unless agreed upon in writing by both parties.
Kaminot Limited
Reg. Number: 768263
6 Fern Road, Sandyford Business Park
Dublin 18, D18 FP98, Ireland
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