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General Terms and Conditions Capibaira B.V. (B2B SaaS and B2B Advisory)

General Terms and Conditions Capibaira B.V. (B2B SaaS)

1. Definitions

Capibaira: Capibaira B.V., Sint Nicolaasstraat 26, 1012 NK Amsterdam (Chamber of Commerce 98135139; VAT NL868370654B01).
Terms: these general terms and conditions.
Customer: the contractual counterparty of Capibaira, acting in the course of a profession or business.
Agreement: any agreement between Capibaira and Customer relating to a SaaS service, including quotations, order forms, trial periods, confirmations of assignment, SLAs and any appendices.
SaaS Service: the software service offered by Capibaira, consisting of a web widget, API, CMS integration and/or other online software functionality, including hosting, updates, monitoring and support.
Service: the SaaS Service and all related services.
Tenant: the separate environment of the Customer within Capibaira’s SaaS infrastructure.
Order Form: the quotation, order form, engagement letter or order confirmation containing commercial arrangements relating to the SaaS Service, including prices, bundles, overage rates, term and additional conditions.
Content: all data, content, configurations, prompts, materials and other information that the Customer or its end users store, supply or have processed through the Service.
SLA: the service level agreement of Capibaira, if applicable.
Confidential Information: all information designated by a party as confidential or whose confidential nature should reasonably be understood.
Intellectual Property Rights: all current and future intellectual property rights and related rights, including copyrights, database rights, trademark rights, design rights, patent rights, trade name rights, know-how and rights in confidential information.
Business Days: Monday through Friday, excluding officially recognized public holidays in the Netherlands.

2. Applicability and order of precedence

2.1 These Terms apply to all quotations, agreements, trial periods, negotiations and other legal relationships between Capibaira and Customer relating to the Service.
2.2 General terms and conditions of the Customer are expressly rejected, unless Capibaira has expressly accepted them in writing.
2.3 In the event of any conflict, the following order of precedence applies:
a) an agreement or order confirmation signed by both parties;
b) the Order Form;
c) the SLA;
d) these Terms;
e) documentation, FAQ or other informational materials.
2.4 Deviations from these Terms are valid only if agreed in writing.

3. Formation of the Agreement

3.1 An Agreement is formed by written or digital acceptance of a quotation or Order Form, by signing an order confirmation, or when Capibaira grants the Customer access to the Service at the Customer’s request.
3.2 Quotations from Capibaira are non-binding unless explicitly stated otherwise.
3.3 Obvious errors or clerical mistakes in quotations, price statements or other communications by Capibaira shall not bind Capibaira.
3.4 If the Customer actually uses the Service after Capibaira has granted access, this shall constitute acceptance of the Agreement and of these Terms.

4. Term and termination

4.1 Unless agreed otherwise in writing, the Agreement is entered into for an initial term of twelve months.
4.2 After expiry of the initial term, the Agreement shall be automatically renewed for successive periods of twelve months, unless agreed otherwise in writing.
4.3 Termination must be made in writing no later than one month before the end of the current contractual term.
4.4 Termination of the Agreement shall not affect any amounts already due or rights already accrued.

5. Delivery and use

5.1 Capibaira grants the Customer, for the term of the Agreement, a non-exclusive, non-transferable and non-sublicensable right to use the Service.
5.2 The Service is provided exclusively as an online service. Unless agreed otherwise in writing, there is no right to delivery of source code or local installation.
5.3 Capibaira may change, improve, maintain, replace or phase out the Service, including for reasons of security, performance, maintenance, compliance, product development or user experience.
5.4 For material breaking changes, Capibaira shall use reasonable efforts to apply an appropriate notice period.
5.5 Capibaira may phase out older API versions, functionalities or integrations, provided this is announced reasonably in advance and the Customer is given sufficient opportunity to make adjustments.
5.6 The Customer is responsible for the careful use and management of logins, tokens, API keys and other access credentials. Actions performed through these credentials shall be deemed to occur under the Customer’s responsibility.
5.7 The Customer may use the Service solely for its own internal business purposes, unless agreed otherwise in writing.

6. Customer obligations

6.1 The Customer shall use the Service only in accordance with applicable laws and regulations, these Terms, the Agreement and any reasonable instructions of Capibaira.
6.2 The Customer is responsible for its own Content and for use of the Service by its employees, end users, assistants and other persons using the Service under its responsibility.
6.3 The Customer shall provide accurate and up-to-date billing, contact and administrative details.
6.4 The Customer shall comply with technical limits, bundles, quotas, fair use policies, security instructions and other reasonable conditions of use.
6.5 Misuse, overloading, unlawful use or use that harms the continuity, security or integrity of the Service or infrastructure may result in temporary suspension or restriction of access, without suspending the Customer’s payment obligations.

7. Prices and payment

7.1 Fees for subscriptions, bundles, overage and other components are set out in the Order Form. All amounts are exclusive of VAT and other government levies.
7.2 Invoicing shall take place in advance, monthly or annually, as specified in the Order Form.
7.3 Payment must be made within thirty days after the invoice date, unless agreed otherwise in writing.
7.4 In the event of exceeding an agreed bundle or limit, depending on the Order Form, a hard cap may apply or pay-as-you-go charges may be invoiced automatically.
7.5 If payment is not made on time, the Customer shall be in default by operation of law and statutory commercial interest shall be due. In addition, extrajudicial collection costs and other reasonable costs of collection shall be borne by the Customer.
7.6 In the event of late payment, Capibaira is entitled to suspend delivery of the Service, support or other performance until full payment has been received.
7.7 Payment by the Customer shall be made without suspension, set-off or deduction.

8. Availability, security and continuity

8.1 Capibaira shall implement appropriate technical and organizational measures for the security and continuity of the Service, including reasonable measures for encryption, access control, monitoring, logging and backups.
8.2 Data shall, unless agreed otherwise in writing, be stored and processed exclusively within the European Union.
8.3 Capibaira makes backups in accordance with its then-current backup policy. Any RPO and RTO targets apply only if and insofar as expressly agreed in writing in the SLA or Order Form.
8.4 Capibaira may cache or process Content in hashed, aggregated or anonymized form for performance, security, error analysis and cost optimization, provided that this does not result in disclosure of Confidential Information or personal data contrary to the Agreement or the law.
8.5 Capibaira may collect and use usage statistics, telemetry and interaction data for monitoring, security, support, billing, quality improvement and product development, provided this is done on an aggregated basis or on a basis not traceable to the Customer, unless agreed otherwise.

9. Support

9.1 Support channels, support windows, response times and any service levels follow from the SLA or the Order Form.
9.2 Feature requests shall be assessed by Capibaira at its reasonable discretion. The roadmap and product prioritization remain solely at Capibaira’s discretion.

10. Intellectual property

10.1 All Intellectual Property Rights in the Service, software, models, methods, documentation, interfaces, scripts, frameworks, prompts, know-how and other materials of Capibaira remain exclusively vested in Capibaira or its licensors.
10.2 The Customer acquires only those rights of use that are expressly and in writing granted in the Agreement.
10.3 Unless agreed otherwise in writing, the Customer acquires no right to source code, source files, scripts, generic models, internal working methods, development tools or reusable components of Capibaira.
10.4 The Customer retains ownership of its own Content.
10.5 Output of the Service is, unless agreed otherwise in writing, informative and supportive in nature. The Customer remains responsible for reviewing and using such output.
10.6 The Customer grants Capibaira a royalty-free license to use feedback and suggestions for improvement of the Service.
10.7 Capibaira may use the Customer’s name and logo as a reference, unless the Customer objects to this in writing in advance.

11. Confidentiality

11.1 Each party shall keep the other party’s Confidential Information confidential and shall use it solely for the performance of the Agreement.
11.2 This obligation does not apply to information that:
a) was already lawfully public;
b) was independently developed without use of Confidential Information;
c) was lawfully obtained from a third party without any duty of confidentiality;
d) must be disclosed pursuant to law, court order or order of a competent authority.
11.3 The parties shall take reasonable measures to protect Confidential Information.
11.4 If the parties have entered into a separate NDA, that NDA shall prevail to the extent it is more specific than this article.

12. Personal data and data

12.1 To the extent that Capibaira processes personal data in the performance of the Agreement, the parties shall, if legally required, enter into a separate data processing agreement.
12.2 The Customer warrants that it lawfully provides Capibaira with personal data, Content and other data and that it is authorized to allow Capibaira to use such data.
12.3 Unless agreed otherwise in writing, Capibaira is not responsible for the substantive quality or lawfulness of data supplied by the Customer.
12.4 Capibaira may use anonymized lessons learned, insights, statistics and general learnings not traceable to the Customer for internal quality improvement, security and product development.

13. Warranties and liability

13.1 Capibaira performs the Service on the basis of an obligation of best efforts and not on the basis of an obligation to achieve a specific result.
13.2 Capibaira does not warrant that the Service will be error-free, uninterrupted, complete or suitable for any specific purpose.
13.3 Any liability of Capibaira is limited to direct damage. Indirect damage, consequential damage, loss of profit, missed savings, loss of data, reputational damage, business interruption, third-party claims and regulatory fines are excluded.
13.4 The total liability of Capibaira per event or series of related events is limited to the lower of:
a) the amount paid by the Customer to Capibaira under the relevant Agreement in the two months preceding the event causing the damage; or
b) the amount paid out in the relevant case under Capibaira’s liability insurance, increased by the deductible.
13.5 If, for any reason, no insurance payout is made, the total liability shall be limited to the amount referred to in paragraph 13.4(a).
13.6 Any claim by the Customer for damages shall lapse unless the Customer reports the damage to Capibaira in writing no later than thirty days after it discovered or should reasonably have discovered the damage, and in any event within twelve months after the event causing the damage.
13.7 The limitations set out in this article do not apply to the extent the damage is caused by intent or deliberate recklessness on the part of Capibaira’s management.

14. Indemnity

14.1 The Customer indemnifies Capibaira against third-party claims arising from:
a) incorrect, incomplete or unlawful use of the Service by the Customer or its users;
b) incorrect, incomplete or unlawful Content, data, datasets, materials or instructions supplied by the Customer;
c) use of output of the Service by the Customer or third parties;
d) infringement of third-party rights by materials or data of the Customer.
14.2 The Customer shall reimburse Capibaira for all reasonable costs of defense against such claims.

15. Force majeure

15.1 Capibaira is not obliged to perform any obligation if it is prevented from doing so by force majeure.
15.2 Force majeure includes, without limitation, cloud outages, internet outages, cyber incidents, DDoS attacks, blackouts, power outages, supplier failures, illness or unavailability of essential staff, government measures, pandemics, war, strikes, natural disasters and other external causes beyond Capibaira’s reasonable control.
15.3 If the force majeure situation lasts longer than sixty days, either party may terminate the affected part of the Agreement in writing without liability for damages.
15.4 Performance already carried out before the force majeure event occurred may be invoiced by Capibaira.

16. Termination and exit

16.1 Capibaira may suspend its obligations if the Customer fails to comply with its obligations, including payment obligations.
16.2 In the event of a material breach and failure to remedy such breach after a reasonable written notice of default, the other party may dissolve the Agreement in whole or in part.
16.3 Termination of the Agreement does not affect the obligation to pay fees already due and rights already accrued.
16.4 Unless agreed otherwise in writing, upon termination the Customer shall have thirty days to export or download its Content. Thereafter Capibaira may delete the Content, subject to statutory retention obligations.
16.5 Capibaira may transfer the Agreement in the event of a merger, acquisition, restructuring or transfer to an affiliated company. The Customer may transfer its rights and obligations only with Capibaira’s prior written consent.

17. Governing law and disputes

17.1 These Terms and all Agreements are governed exclusively by Dutch law, excluding the Vienna Sales Convention.
17.2 Disputes shall be submitted exclusively to the competent court in Amsterdam, unless mandatory law provides otherwise.

18. Final provisions

18.1 If any provision of these Terms is null, voidable or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall replace the relevant provision with a provision that most closely approximates its purpose and effect.
18.2 Failure by Capibaira to exercise any right shall not constitute a waiver of that right.
18.3 An electronic signature or acceptance by email shall be deemed to be in writing.

General Terms and Conditions Capibaira B.V. (B2B Advisory)

1. Definitions

Capibaira: Capibaira B.V., Sint Nicolaasstraat 26, 1012 NK Amsterdam (Chamber of Commerce 98135139; VAT NL868370654B01).
Terms: these general terms and conditions.
Customer: the contractual counterparty of Capibaira, acting in the course of a profession or business.
Agreement: any agreement between Capibaira and Customer relating to Advisory Services, including quotations, statements of work, confirmations of assignment, change requests and any appendices.
Advisory Services: all advisory, analytical, project, workshop, data, research, design, validation, software development, prototype and custom services performed or to be performed by Capibaira.
Quotation: any offer made by Capibaira.
SOW: a statement of work or similar document in which scope, deliverables, phasing, planning, assumptions, dependencies and commercial arrangements are further specified.
Deliverable: any report, memo, model, presentation, dashboard, script, note, prototype, dataset analysis, advice, design, software component or other result of Advisory Services.
Confidential Information: all information designated by a party as confidential or whose confidential nature should reasonably be understood.
Intellectual Property Rights: all current and future intellectual property rights and related rights, including copyrights, database rights, trademark rights, design rights, patent rights, trade name rights, know-how and rights in confidential information.
Business Days: Monday through Friday, excluding officially recognized public holidays in the Netherlands.

2. Applicability and order of precedence

2.1 These Terms apply to all quotations, agreements, negotiations and other legal relationships between Capibaira and Customer relating to Advisory Services.
2.2 General terms and conditions of the Customer are expressly rejected, unless Capibaira has expressly accepted them in writing.
2.3 In the event of any conflict, the following order of precedence applies:
a) an agreement or order confirmation signed by both parties;
b) the SOW and approved change requests;
c) the quotation;
d) these Terms;
e) other documentation.
2.4 Deviations from these Terms are valid only if agreed in writing.

3. Formation of the Agreement

3.1 An Agreement is formed by written or digital acceptance of a quotation or SOW, by signing an order confirmation, or when Capibaira starts performance at the Customer’s request.
3.2 Quotations from Capibaira are non-binding unless explicitly stated otherwise.
3.3 Obvious errors or clerical mistakes in quotations, price statements or other communications by Capibaira shall not bind Capibaira.

4. Nature of the services

4.1 Unless agreed otherwise in writing, Capibaira performs its Advisory Services on the basis of an obligation of best efforts and not on the basis of an obligation to achieve a specific result.
4.2 Capibaira does not warrant that a Deliverable, analysis, model, advice, forecast, prototype or other outcome will be complete, error-free, continuously usable or suitable for any specific purpose.
4.3 Advice, analyses, models, scenarios, allocation keys, recommendations and other Deliverables are based on information and assumptions provided or made available by the Customer. The Customer remains responsible for verification, interpretation, decision-making and application thereof.
4.4 Unless agreed otherwise in writing, Capibaira does not provide legal, tax, accounting, actuarial or regulatory advice.

5. Performance of the assignment

5.1 Capibaira shall perform the Agreement to the best of its knowledge and ability.
5.2 Capibaira is entitled to have work carried out in whole or in part by employees, freelancers, subcontractors or other auxiliaries.
5.3 Timelines, schedules, phasing and lead times stated by Capibaira are indicative unless expressly agreed in writing as binding deadlines.
5.4 The Customer acknowledges that advisory and analytical work may be iterative and may depend on data quality, availability of information, alignment with stakeholders and progressive insight.
5.5 Capibaira may use software tools, AI systems, statistical models and other tools in the performance of Advisory Services. Such tools remain supportive to the Advisory Services.

6. Cooperation by the Customer

6.1 The Customer shall provide all information, data, access, systems, persons, decisions and other cooperation reasonably required by Capibaira for performance of the Agreement in a timely manner.
6.2 The Customer warrants the accuracy, completeness, timeliness, lawfulness and suitability of the information, data, datasets, models, instructions and other input provided by or on behalf of the Customer.
6.3 Capibaira may rely on the accuracy and completeness of data provided by the Customer in performing the Agreement, unless Capibaira has expressly confirmed otherwise in writing.
6.4 If the Customer fails to meet its obligations under this article in a timely or complete manner, Capibaira is entitled to suspend performance and charge the resulting costs, delays and additional work to the Customer.
6.5 The Customer is responsible for all decisions regarding use, implementation, communication, governance, compliance, policy and legal deployment of Deliverables.

7. Changes in scope and additional work

7.1 Any change in scope, assumptions, Deliverables, planning, datasets, analysis units, complexes, energy flows, stakeholders or desired depth may result in additional work.
7.2 Additional work shall be performed at Capibaira’s then-current rates, unless agreed otherwise in writing.
7.3 Capibaira is not obliged to agree to any change.
7.4 If during performance it becomes apparent that the complexity, data quality or required effort materially deviates from the assumptions of the quotation or SOW, the parties shall consult on recalibration of scope, planning, prioritization and budget.

8. Rates, estimates and Time & Materials

8.1 Unless expressly agreed otherwise in writing, Advisory Services shall be performed on a Time & Materials basis at the agreed hourly or daily rates.
8.2 All rates are exclusive of VAT and other government levies.
8.3 Any estimates, time budgets, budgets or ranges are indicative and do not bind Capibaira, unless agreed otherwise in writing.
8.4 Capibaira shall inform the Customer in a timely manner if it can reasonably foresee that an indicative budget or time estimate will be materially exceeded.
8.5 Travel and accommodation expenses, external tools, data sources, licenses and other explicitly agreed costs may be charged separately.

9. Invoicing and payment

9.1 Capibaira invoices monthly, per phase or according to another agreed schedule.
9.2 The payment term is thirty days after the invoice date, unless agreed otherwise in writing.
9.3 If the Customer fails to pay on time, it shall be in default by operation of law and statutory commercial interest shall be due. In addition, extrajudicial collection costs and other reasonable costs of collection shall be borne by the Customer.
9.4 Payment by the Customer shall be made without suspension, set-off or deduction.
9.5 In the event of late payment, Capibaira is entitled to suspend its work until full payment has been received.
9.6 All judicial and extrajudicial collection costs shall be borne by the Customer.

10. Duration, termination and suspension

10.1 The Agreement shall continue until completion of the assignment, unless the parties have agreed a fixed term.
10.2 Either party may terminate the Agreement in writing if the other party imputably fails to perform and, after written notice of default with a reasonable cure period, fails to remedy such breach.
10.3 Capibaira may suspend or terminate the Agreement in whole or in part with immediate effect if:
a) the Customer is in default of payment;
b) the Customer fails to provide essential cooperation;
c) continuation can no longer reasonably be required from Capibaira.
10.4 Upon termination, Capibaira shall be entitled to payment for all work performed up to that moment, costs incurred and obligations already entered into.
10.5 If the Customer terminates the Agreement prematurely, Capibaira is entitled to payment for work already performed and a reasonable fee for capacity already reserved and costs incurred.

11. Delay, dependencies and replanning

11.1 If performance of the Agreement is delayed due to circumstances on the Customer’s side, including delayed data delivery, missing decisions, inaccessible systems or lack of alignment, deadlines shall be extended accordingly.
11.2 Capibaira shall not be liable for damage or missed deadlines resulting from such delays.
11.3 If a project remains idle for an extended period, Capibaira may revise the planning and resume performance based on its then-current availability and rates.
11.4 Idle time or delay does not affect the Customer’s obligation to pay for work already performed.

12. Acceptance and complaints

12.1 If Deliverables are delivered for acceptance, the Customer must notify Capibaira in writing and with reasons within ten Business Days why a Deliverable does not materially comply with the written specifications agreed between the parties.
12.2 In the absence of a timely and sufficiently reasoned rejection, the Deliverable shall be deemed accepted.
12.3 Minor deviations shall not entitle the Customer to reject, suspend or terminate.
12.4 Complaints regarding invoices must be submitted in writing within fourteen days of the invoice date, failing which any right to object shall lapse.

13. Intellectual property

13.1 All Intellectual Property Rights in methods, templates, frameworks, generic models, scripts, software, prompts, know-how, analytical frameworks, documentation and working methods used or developed by Capibaira remain vested in Capibaira or its licensors.
13.2 To the extent Deliverables are created specifically for the Customer, the Customer obtains, after full payment, a non-exclusive, non-transferable right of use for internal use within its own organization and for the purpose for which the assignment was provided.
13.3 The Customer obtains no right to source files, source code, models, scripts, underlying tools or reusable components, unless agreed otherwise in writing.
13.4 The Customer may not publish Deliverables, make them available to third parties or use them for purposes other than those for which they were supplied without Capibaira’s prior written consent, except to the extent reasonably necessary within its own organization or to comply with statutory obligations.
13.5 Feedback and suggestions from the Customer may be used freely by Capibaira.

14. Confidentiality

14.1 Each party shall keep the other party’s Confidential Information confidential and shall use it solely for the performance of the Agreement.
14.2 This obligation does not apply to information that:
a) was already lawfully public;
b) was independently developed;
c) was lawfully obtained from a third party;
d) must be disclosed pursuant to law or regulation or court order.
14.3 The parties shall take reasonable measures to protect Confidential Information.
14.4 Upon request, a separate NDA shall prevail over this article to the extent it is more specific.

15. Personal data and data

15.1 To the extent Capibaira processes personal data in performance of the Agreement, the parties shall, if required, enter into a separate data processing agreement.
15.2 The Customer warrants that it lawfully provides Capibaira with personal data, datasets and other information and that it is authorized to allow Capibaira to use such information.
15.3 Unless agreed otherwise in writing, Capibaira is not responsible for the substantive quality of datasets, nor for compliance of data supplied by the Customer with sector-specific rules.
15.4 Capibaira may use anonymized lessons learned, insights, know-how and general learnings not traceable to the Customer for internal quality improvement, provided no Confidential Information or personal data of the Customer is disclosed.

16. Indemnities

16.1 The Customer indemnifies Capibaira against third-party claims arising from:
a) incorrect, incomplete or unlawful data or materials of the Customer;
b) application of Deliverables by the Customer or third parties;
c) infringement of third-party rights by materials or data of the Customer;
d) policy, legal, compliance or communication choices of the Customer.
16.2 The Customer shall reimburse Capibaira for all reasonable costs of defense against such claims.

17. Liability

17.1 Any liability of Capibaira is limited to direct damage. Indirect damage, consequential damage, loss of profit, missed savings, loss of data, reputational damage, third-party claims, regulatory fines and damage due to business interruption are excluded.
17.2 Direct damage shall mean only the reasonable costs of determining the cause and extent of the damage, the reasonable costs incurred to make Capibaira’s defective performance conform to the Agreement, and reasonable costs incurred to prevent or limit damage, to the extent the Customer demonstrates that such costs led to direct damage.
17.3 The total liability of Capibaira per event or series of related events is limited to the lower of:
a) the amount paid by the Customer to Capibaira under the relevant Agreement in the two months preceding the event causing the damage; or
b) the amount paid out in the relevant case under Capibaira’s professional or business liability insurance, increased by the deductible.
17.4 If, for any reason, no insurance payout is made, the total liability shall be limited to the amount referred to in paragraph 17.3(a).
17.5 Any claim for damages shall lapse unless the Customer reports the damage to Capibaira in writing no later than thirty days after it discovered or should reasonably have discovered the damage, and in any event within twelve months after the event causing the damage.
17.6 The limitations set out in this article do not apply to the extent the damage is caused by intent or deliberate recklessness on the part of Capibaira’s management.
17.7 The Customer expressly acknowledges that the fees for the Advisory Services have been determined in part with a view to the liability limitations contained in these Terms.

18. Use of analyses, models and AI

18.1 If Capibaira uses statistical models, scripts, software, AI systems or other tools, such tools remain supportive to the Advisory Services.
18.2 Capibaira does not guarantee that output generated by such tools will be complete, error-free, unbiased or suitable for specific decision-making.
18.3 The Customer remains responsible for human review, validation and decision-making based on output, models or recommendations.

19. Force majeure

19.1 Capibaira is not obliged to perform any obligation if it is prevented from doing so by force majeure.
19.2 Force majeure includes, without limitation, power outages, internet or cloud outages, cyber incidents, supplier failures, illness or unavailability of essential staff, government measures, pandemics, war, strikes and other external causes beyond Capibaira’s reasonable control.
19.3 If the force majeure situation continues for more than sixty days, either party may terminate the Agreement in whole or in part in writing, without liability for damages.
19.4 Performance already carried out before the force majeure event occurred may be invoiced by Capibaira.

20. Transfer

20.1 Capibaira may transfer its rights and obligations under the Agreement to an affiliated company or in connection with a merger, acquisition or restructuring.
20.2 The Customer may transfer its rights and obligations only with Capibaira’s prior written consent.

21. Governing law and disputes

21.1 All legal relationships between the parties are governed exclusively by Dutch law, excluding the Vienna Sales Convention.
21.2 Disputes shall be submitted exclusively to the competent court in Amsterdam, unless mandatory law provides otherwise.

22. Final provisions

22.1 If any provision of these Terms is null, voidable or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall replace the relevant provision with a provision that most closely approximates its purpose and effect.
22.2 An electronic signature or acceptance by email shall be deemed to be in writing.
22.3 Failure by Capibaira to exercise any right shall not constitute a waiver of that right.

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