1. Definitions
Capibaira: Capibaira B.V., Sint Nicolaasstraat 26, 1012 NK Amsterdam (KVK 98135139; VAT NL868370654B01).
Service: the SaaS service provided by Capibaira, consisting of web widget, API, and CMS integration, including hosting, updates, monitoring, and support.
Customer: the contractual counterparty (legal entity) that subscribes to the Service.
Tenant: the individual (sub)environment of the Customer within Capibaira’s SaaS infrastructure.
Order Form: the quotation or order form with commercial agreements (term, bundles, prices, overage rates, etc.).
Content: all data stored, provided, or processed by the Customer via the Service.
SLA: the service level agreement of Capibaira.
2. Applicability and hierarchy
2.1 These GT&C apply to all quotations, agreements, and trial periods.
2.2 Hierarchy in case of conflict: (1) Order Form, (2) SLA, (3) these GT&C, (4) documentation/FAQ.
2.3 Customer’s general terms and conditions are explicitly rejected, unless accepted in writing.
3. Formation and duration
3.1 The Agreement is formed by digital signing of an Order Form or by actual use of the Service after confirmation by Capibaira.
3.2 The term is twelve months by default and is tacitly renewed for equal periods.
3.3 Termination must be made in writing no later than one month before the end of the current term.
4. Delivery and use
4.1 Capibaira grants a non-exclusive, non-transferable, and non-sublicensable right of use for the duration of the Agreement.
4.2 The Service is provided solely as SaaS. No access to source code is granted.
4.3 Capibaira may modify or improve the Service (e.g., security, performance, or user experience). For breaking changes, a thirty-day notice period applies, and old API versions remain supported for at least six months.
4.4 The Customer is responsible for careful use of logins and API keys.
5. Obligations of Customer
5.1 The Customer is obliged to:
a) use the Service in compliance with laws, regulations, and these GT&C;
b) be responsible for own Content and use by end-users;
c) provide accurate billing and contact details;
d) comply with technical limits (API quotas, fair use).
5.2 Abuse, including overloading or unlawful use, may result in suspension.
6. Prices and payment
6.1 Fees (subscription, bundle, overage) are stated in the Order Form and are exclusive of VAT.
6.2 Invoicing takes place in advance (monthly or annually). Payment is due within thirty days.
6.3 In case of bundle overage, the Customer may choose a hard cap or pay-as-you-go. Without a hard cap, overage will be charged automatically.
6.4 In case of late payment, statutory commercial interest is due and Capibaira may, after reminder, suspend access.
7. Security and continuity
7.1 Capibaira takes appropriate measures, including encryption in transit
and at rest, access control, monitoring, logging, and backups.
7.2 Data are stored and processed exclusively in the EU.
7.3 Backups are made daily. RPO: 24 hours. RTO: 8 hours.
7.4 Capibaira may cache Content indefinitely in hashed or anonymized form
for performance and cost optimization. This cache contains no personal data.
7.5 Capibaira collects usage statistics and interaction data only on an aggregated or non-traceable level.
8. Support
8.1 Support channels and response times follow from the SLA or Order Form.
8.2 Feature requests will be assessed for reasonableness. The roadmap remains at Capibaira’s discretion.
9. Intellectual property
9.1 All intellectual property rights to the Service, software, models, and documentation remain with Capibaira or its licensors.
9.2 The Customer retains ownership of own Content and of the Service’s output.
9.3 The Customer grants Capibaira a royalty-free license to use feedback for Service improvement.
9.4 Capibaira may use the Customer’s name and logo as reference, unless the Customer objects in writing.
10. Data and personal data
10.1 Capibaira does not process personal data in the core of the Service. Cached data, domain whitelisting, and telemetry contain no personal data and do not fall under GDPR.
10.2 If the Customer includes personal data in Content, the Customer is fully responsible. Capibaira does not store such personal data and does not process them outside the runtime of the Service.
10.3 Personal data processed by Capibaira, for example for invoicing, support, and customer contact, fall under normal business operations and are processed as independent controller in accordance with GDPR.
11. Warranties and liability
11.1 The Service is provided on a best-efforts basis. No guarantee of error-free or uninterrupted operation is given.
11.2 The output of the Service is informational; the Customer remains responsible for verification and use.
11.3 Liability of Capibaira is limited to direct damages and to a maximum of the fees paid by the Customer in the month preceding the incident.
11.4 Indirect damage, consequential damage, loss of profit, and reputational damage are excluded.
11.5 These limitations do not apply in case of intent or deliberate recklessness by Capibaira’s management.
12. Indemnification
12.1 The Customer indemnifies Capibaira against third-party claims due to unlawful use of the Service or Content by the Customer.
13. Force majeure
13.1 Capibaira is not liable in case of force majeure, including cloud outages, DDoS, blackouts, or natural disasters.
13.2 If force majeure lasts longer than thirty days, either party may terminate the affected part of the agreement.
14. Termination and exit
14.1 In case of material breach and failure to remedy after thirty days of written notice of default, the other party may dissolve the agreement.
14.2 Upon termination, the Customer has a thirty-day export period to download Content. Afterwards, Content may be deleted, subject to legal retention obligations.
15. Final provisions
15.1 Dutch law applies to these GT&C, excluding the Vienna Sales Convention.
15.2 Disputes will be settled by the competent court in Amsterdam.
15.3 Capibaira may transfer the agreement in case of merger or acquisition. The Customer may only do so with Capibaira’s written consent.
15.4 If any provision proves void or unenforceable, the remaining provisions remain in full force.