Kananas Terms and Conditions of Sale and Use

These Terms and Conditions of Sale and Use, hereinafter referred to as the “Terms”, set out the conditions under which the Kananas platform is made available to its Customers and Users.

They constitute the contractual framework governing the use of Kananas services.

1. Service provider

Kananas is a service published by:

KIWI
Société par actions simplifiée (SAS)
SIREN: 819 424 904
RCS Draguignan: 819 424 904
EU VAT number: FR 38 819424904
Registered office: chemin des Adrechs de Valcros, 83440 Montauroux, France

Hereinafter referred to as “Kananas” or “KIWI”.

2. Definitions

For the purposes of these Terms:

Customer: any legal entity or individual acting on behalf of an organization and subscribing to or using Kananas Services.

Organization: including, without limitation, an association, club, school, local authority, educational, cultural, sports or professional organization, or any other organization using Kananas.

User: any person authorized by the Customer to access all or part of the Services.

Services: all features provided by Kananas, including member and contact management, membership fees, activities, registrations, payments, accounting, communications, documents, websites, ticketing and any other features made available through the Platform.

Platform: the applications, web services, interfaces, APIs and mobile applications published by Kananas.

Customer Data: all information, files, documents and data entered, imported, stored or generated by the Customer or its Users in connection with the use of the Services.

3. Purpose and scope

Kananas provides an online software solution enabling Organizations to manage all or part of their activities.

These Terms apply to all use of the Platform and to all subscriptions to a Kananas offering.

The features available to the Customer depend on the plan subscribed to.

Details of current plans, features and pricing are available at www.kananas.com.

Where specific terms, a quotation or a purchase order has been expressly accepted by both KIWI and the Customer, such specific terms shall prevail over these Terms in the event of any conflict.

4. Acceptance and formation of the agreement

Creating an account or subscribing to a Service that requires acceptance of these Terms is subject to the Customer expressly accepting them by ticking a checkbox.

The Customer acknowledges having had the opportunity to review these Terms before accepting them.

Electronic acceptance of these Terms constitutes contractual acceptance.

KIWI retains the information required to establish the date of acceptance and the version of the Terms applicable to the Customer.

Any person accepting these Terms on behalf of an Organization represents that they are duly authorized to bind that Organization.

5. Account creation and management

The Customer shall provide accurate and up-to-date information when registering.

The Customer is responsible for managing the Users authorized to access its Kananas environment and the permissions granted to them.

Each User must take appropriate precautions to prevent unauthorized access to their account.

The Customer shall notify Kananas without undue delay if it becomes aware of or suspects any fraudulent or unauthorized use of an account or login credential.

6. Free trial and free plan

Kananas may offer a free trial allowing Customers to test the Platform.

Unless otherwise stated at registration, the trial period lasts 30 days and does not require the Customer to provide payment card details.

At the end of the trial period, the account may be moved to the free plan available at that time, unless the Customer subscribes to a paid plan.

The features available under the free plan may differ from, or be more limited than, those available under paid plans.

Kananas may change the characteristics and limitations of its free plan.

A free account that has remained unused for at least six months may be deleted after notice to the Customer where reasonably practicable.

7. Paid subscriptions and pricing

The applicable prices are those displayed on the Platform or communicated to the Customer at the time of subscription or renewal.

Pricing may depend in particular on the selected plan and, where applicable, the number of contacts or any other criteria specified at the time of subscription.

Unless otherwise stated, the price applicable to the subscribed period is the price accepted by the Customer at the time of purchase.

Additional services may be billed separately where they are not included in the subscription.

Kananas may change its pricing for future subscription periods. Any price change shall not affect a subscription period that has already been paid for, unless expressly agreed by the Customer.

8. Payment and invoicing

Payment terms are specified during the ordering process, on the invoice or in any applicable quotation.

Where payment is made online by payment card, the payment transaction may be handled by a specialized payment service provider. Kananas does not retain the Customer’s full payment card details.

Unless otherwise agreed, subscription fees are payable for the full subscribed period.

In the event of late payment by a business Customer, statutory late-payment penalties and debt recovery charges may apply in accordance with applicable law.

9. Term and renewal

The subscription is entered into for the period specified at the time of subscription.

Unless otherwise stated to the Customer during the ordering process, a Kananas subscription does not renew automatically.

As the end of the subscription period approaches, the Customer may be invited to renew the subscription.

The Customer remains free not to renew.

In the event of renewal, the pricing and terms applicable are those presented to the Customer at the time of renewal.

10. Changes to subscription plans

The Customer may request or make a change of plan where this option is offered by Kananas.

Where the Customer upgrades to a higher plan during a subscription period, an additional fee may be calculated for the remaining period.

Where a plan change results in additional charges, the applicable financial terms shall be presented to the Customer before the change is confirmed.

11. Customer obligations

The Customer agrees to use the Services in accordance with applicable laws and regulations and with these Terms.

In particular, the Customer is responsible for:

having the rights and authorizations required for the information it imports into Kananas;
complying with regulations applicable to its activities;
managing User access rights;
not attempting to compromise the security or proper operation of the Platform;
not using the Services for purposes other than those for which they are intended;
not using Kananas to distribute unlawful, fraudulent or rights-infringing content;
complying with applicable personal data protection requirements for the data it collects and processes.

The Customer remains solely responsible for the content of Customer Data and for the processing activities it chooses to perform using Kananas.

12. Availability, maintenance and changes to the Service

Kananas uses reasonable efforts to ensure the availability and proper operation of the Platform.

The Services are intended to be available online on an ongoing basis, subject in particular to:

maintenance operations;
updates;
security interventions;
technical incidents;
network or third-party service provider failures;
events of force majeure.

Kananas may carry out maintenance operations that may temporarily interrupt the Service.

Where reasonably practicable, planned maintenance likely to have a significant impact will be carried out in a manner intended to minimize disruption.

Kananas is an evolving software solution. Features may be improved, added, replaced or modified, including in order to improve the Service, its security or its usability.

Kananas seeks to avoid changes that would substantially deprive a paying Customer of core features included in the subscribed plan during a period already paid for.

13. Support

Kananas provides Customers with the support and documentation resources described on its website or included in the subscribed plan.

Unless expressly agreed in a quotation or specific plan, Kananas does not guarantee any contractual response or resolution time.

14. Security

Kananas implements appropriate technical and organizational measures designed to protect the Platform and Customer Data against unauthorized access, loss, alteration, accidental disclosure or unlawful disclosure.

Depending on requirements and the applicable state of the art, such measures may include access controls, logging mechanisms, backups, infrastructure protection and secure communications.

As the security of an online service also depends on User practices, the Customer agrees to use sufficiently strong passwords and to protect its authentication credentials.

15. Data backups

Kananas implements backup mechanisms intended to support Service continuity and restoration in the event of an incident.

These backups are technical continuity measures and do not replace the export features made available to the Customer.

Customers are advised to periodically export their own data where they wish to retain an independent copy of essential information.

16. Ownership of Customer Data

The Customer retains all rights it holds in the Customer Data.

Kananas does not acquire any ownership rights in Customer files, membership lists, documents, content or other information merely because such data is hosted on the Platform.

The Customer authorizes Kananas solely to host, technically reproduce, process and transmit such data to the extent necessary to provide the Services.

Kananas does not sell Customer Data.

17. Data export and reversibility

While the Customer’s account remains accessible, the Customer may use the export features provided by Kananas to retrieve its data in the available formats.

Kananas seeks to provide usable, commonly used formats taking into account the nature of the information concerned.

At the end of a paid subscription that is not renewed, Customer Data is retained for a maximum period of three months in order to allow the Customer to retrieve it.

At the end of this period, Customer Data is deleted from active environments, subject to the technical periods required for backup rotation and deletion.

The Customer is responsible for exporting its data before this period expires.

18. Intellectual property

The Kananas Platform, its software, architecture, interfaces, developments, trademarks, logos and graphical elements are protected by applicable intellectual property laws.

Subject to payment of the applicable subscription fees where required, KIWI grants the Customer a personal, non-exclusive, non-transferable right to use the Service for the duration of its use.

This right of use does not constitute any transfer of intellectual property rights.

Unless expressly authorized by KIWI, the Customer may not:

reproduce or distribute all or part of the software;
make the Service available to third parties other than authorized Customer Users;
circumvent technical protection measures;
extract or exploit Platform elements without authorization;
use the Service to develop or facilitate a competing service in violation of KIWI’s rights.

Any rights that cannot lawfully be restricted remain unaffected.

19. Third-party services and providers

Certain Kananas features may rely on third-party providers, including for hosting, payments, communications or other technical services.

The use of certain features may also be subject to the relevant third party’s own terms where the Customer contracts directly with that provider.

Kananas selects its providers with due care but cannot guarantee the operation of an independent third-party service over which KIWI has no control.

20. Suspension of the Service

Kananas may suspend all or part of a Customer’s access where reasonably necessary, including in the event of:

a security incident;
clearly unlawful or fraudulent use;
an attempt to compromise the Platform;
failure to pay an amount when due;
a serious or repeated breach of these Terms.

Except where immediate action is required, Kananas shall first inform the Customer and allow a reasonable opportunity to remedy the situation.

Where possible, any suspension shall be limited to what is necessary to stop the breach or identified risk.

21. Termination

The Customer may stop using the free plan at any time.

For paid plans, failure to renew results in the subscription ending at the end of the current subscription period.

Where either the Customer or Kananas seriously breaches its contractual obligations, the other party may terminate the agreement after giving notice to remedy the breach within a reasonable period, unless the seriousness of the breach justifies immediate termination.

Termination or expiry of the agreement does not release the Customer from the obligation to pay amounts already due.

Any mandatory statutory withdrawal or termination rights applicable to the Customer remain unaffected.

22. Liability

Kananas is subject to an obligation to use reasonable efforts in providing the Services.

Each party shall be liable for direct losses resulting from a proven breach of its contractual obligations.

Kananas shall not be liable for losses arising in particular from:

use of the Service contrary to these Terms or its intended purpose;
an error or action by the Customer or its Users;
inaccurate or unlawful data supplied by the Customer;
a security compromise attributable to the Customer;
a third-party service or equipment beyond Kananas’ control;
an event of force majeure.

To the extent permitted by law, Kananas shall not be liable for indirect losses, including loss of revenue, loss of opportunity, reputational damage or indirect commercial loss.

For paid Services, except in cases of gross negligence, wilful misconduct or where limitation is prohibited by law, KIWI’s total liability arising from the same event or a series of related events shall be limited to the amount excluding tax paid by the Customer to Kananas during the twelve months preceding the event giving rise to the claim.

This limitation shall not apply where such limitation is prohibited by law.

23. Force majeure

Neither party shall be liable for a failure to perform resulting from an event beyond its reasonable control and qualifying as force majeure under French law.

The affected party shall inform the other party as soon as reasonably practicable where such an event significantly affects performance of the agreement.

24. Confidentiality

Kananas undertakes to preserve the confidentiality of non-public information to which it may gain access in connection with the provision of the Services.

This obligation does not apply to information that:

was already publicly available;
becomes public without any breach of the agreement;
must be disclosed pursuant to a legal obligation or a decision of a competent authority.

Persons authorized to access Kananas systems are subject to appropriate confidentiality obligations.

25. Personal data

Depending on the nature of the processing, KIWI may act either as data controller or as data processor.

Where KIWI processes data relating to Customer accounts, the commercial relationship, invoicing, support, security and the operation of its own services, KIWI acts as data controller.

Where Kananas hosts and processes data relating to members, contacts, participants, employees, volunteers or other persons entered into the Platform by the Customer, the Customer determines the purposes of the processing and acts as data controller. KIWI acts as data processor within the meaning of Regulation (EU) 2016/679.

The conditions governing such processing are set out in Appendix 1 – Data Processing Agreement, which forms an integral part of these Terms.

26. Changes to these Terms

Kananas may amend these Terms, including to reflect changes in law, regulation, technology or Service functionality.

Each version is identified by its date.

For current paid subscriptions, material changes affecting the Customer’s rights or obligations shall be communicated to the Customer by an appropriate means.

Unless a legal requirement or security necessity requires immediate application, new contractual terms shall apply to new subscriptions and renewals taking place after their effective date.

The version of the Terms accepted by the Customer is retained so that it can subsequently be reproduced.

27. Governing law and dispute resolution

These Terms are governed by French law.

In the event of a dispute, the parties shall first seek to resolve the matter amicably.

If no amicable solution can be reached, the dispute shall be submitted to the competent courts determined in accordance with applicable procedural rules.

Any mandatory statutory provisions applicable to the Customer remain unaffected.

Appendix 1 – Data Processing Agreement

This Appendix forms an integral part of the Kananas Terms and governs the processing of personal data carried out by KIWI on behalf of the Customer in accordance with Regulation (EU) 2016/679 (“GDPR”).

1. Roles of the parties

For Customer Data processed through the Platform:

the Customer acts as data controller;

KIWI, publisher of Kananas, acts as data processor.

The Customer determines the purposes of the processing and the categories of data it chooses to use in Kananas.

2. Subject matter, nature and duration of processing

Kananas processes personal data in order to provide the Customer with the Platform features, including:

member and membership management;
contact management;
registration and activity management;
communications by email, notification or other available tools;
payment and transaction management through relevant service providers;
administrative and accounting management;
data hosting;
maintenance;
support;
Platform security.

Processing is carried out for the duration of the Customer’s use of the Services and, after termination of the agreement, during the data reversibility period specified in these Terms.

3. Categories of data subjects

Personal data may relate in particular to:

members;
volunteers;
employees and staff;
Organization managers;
participants in events or activities;
prospects and contacts;
suppliers;
donors;
Platform Users;
any other person entered into the Platform by the Customer under its responsibility.

4. Categories of personal data

Depending on how the Customer uses the Platform, the processing may include:

first and last name;
contact details;
postal address;
email address;
telephone number;
membership information;
membership fees;
registrations and participation records;
administrative information;
accounting and financial information;
documents uploaded by the Customer;
communication history;
technical connection information and logs.

The Customer determines which data it chooses to collect and undertakes to collect only data that is necessary and lawful in relation to its purposes.

Where the Customer processes special categories of personal data within the meaning of the GDPR, it is responsible for ensuring that an appropriate legal basis and the necessary safeguards are in place.

5. Customer instructions

Kananas processes personal data only:

on documented instructions from the Customer;
as part of the features requested by the Customer;
to provide hosting, maintenance, security and operation of the Services;
where processing is required by law.

The Customer’s configuration and use of Kananas features constitute documented instructions for the purposes of this Agreement.

If Kananas believes that an instruction from the Customer infringes the GDPR or another applicable data protection provision, Kananas shall inform the Customer without undue delay.

6. Confidentiality

Kananas ensures that persons authorized to process personal data:

access such data only where necessary;
are subject to confidentiality obligations;
receive appropriate instructions regarding data protection.

7. Security

Kananas implements technical and organizational measures appropriate to the risk in order to ensure an appropriate level of security.

Such measures may include:

access control and restriction;
secure communications;
authentication mechanisms;
logging of certain events;
backup systems;
infrastructure security;
incident management procedures;
security updates and maintenance.

These measures may evolve over time to reflect the state of the art, identified risks and technical developments affecting the Service.

8. Sub-processors

The Customer grants Kananas a general authorization to engage sub-processors where necessary to provide the Services, including for:

hosting and infrastructure;
payment services;
communications;
maintenance;
security;
certain technical services integrated into the Platform.

Kananas imposes appropriate data protection obligations on its sub-processors.

An up-to-date list of the main categories or principal sub-processors may be made available by Kananas or provided to the Customer on request.

Where Kananas adds or replaces a significant sub-processor that is likely to process Customer Data, Kananas shall inform the Customer by an appropriate means.

The Customer shall have fifteen days to raise a reasoned objection based on legitimate grounds relating to data protection.

The parties shall then seek in good faith to identify a reasonable solution.

9. Transfers outside the European Economic Area

Where Customer Data is transferred to a country outside the European Economic Area, Kananas ensures that the transfer is based on a mechanism permitted under applicable data protection law, including:

an adequacy decision;
standard contractual clauses adopted by the European Commission;
or any other transfer mechanism recognized under the GDPR.

10. Data subject rights

Where Kananas directly receives a request from an individual concerning personal data processed on behalf of the Customer, Kananas may forward the request to the Customer.

Taking into account the nature of the processing, Kananas shall provide reasonable assistance to the Customer to enable it to respond to requests to exercise data subject rights under the GDPR.

The Customer remains responsible for determining how such requests should be handled.

11. Personal data breaches

Where Kananas becomes aware of a personal data breach affecting Customer Data, Kananas shall notify the Customer without undue delay after becoming aware of it.

To the extent information is available, Kananas shall provide the Customer with the information necessary to assess the incident and comply with any applicable notification obligations.

Kananas shall take reasonable measures within its responsibility to limit the impact of the incident and address its cause.

12. Assistance to the Customer

Taking into account the nature of the processing and the information available to it, Kananas shall provide reasonable assistance to the Customer with respect to its obligations relating in particular to:

processing security;
personal data breach management;
data protection impact assessments;
prior consultations with a supervisory authority where required.

13. Information and audits

Kananas shall make available to the Customer the information reasonably necessary to demonstrate compliance with the obligations set out in this Agreement and Article 28 of the GDPR.

Where the information and documentation provided do not reasonably allow the Customer to meet its obligations, the Customer may request an audit.

Any such audit must:

relate directly to processing carried out by Kananas for the Customer;
be subject to reasonable prior notice;
be carried out during normal business hours;
not compromise the security or confidentiality of other customers’ data;
be carried out by the Customer or by an independent auditor subject to confidentiality obligations.

Except where a breach by Kananas has been established or where required by a competent authority, specific costs incurred as a result of an audit requested by the Customer may be charged to the Customer where such costs are disproportionate to the Service provided.

14. Return and deletion of data

At the end of the Services, the Customer shall have the reversibility period specified in these Terms to retrieve its data.

At the end of that period, Kananas shall delete Customer Data from active environments, unless retention is required by law.

Any remaining data stored in technical backups shall subsequently be deleted in accordance with the normal backup rotation cycle.

During this residual period, such data shall not be used for any other purpose.

15. Customer obligations as data controller

The Customer is responsible in particular for:

the lawfulness of the processing it carries out;
determining the appropriate legal basis;
providing information to data subjects;
obtaining consent where consent is actually required;
complying with data minimization and storage limitation principles;
handling requests to exercise data subject rights;
defining User access permissions.

Kananas does not determine the legal basis of the Customer’s processing activities on the Customer’s behalf.

16. Data following termination of the agreement

This Data Processing Agreement terminates once Kananas has permanently deleted Customer Data in accordance with these Terms.

Confidentiality obligations shall continue to apply after termination of the agreement in respect of information accessed by Kananas during its performance.