These are the General Terms and Conditions of Kairox Base Labs LLC, with registered office at 30 N Gould St Ste R, Sheridan, WY 82801, United States, business number EIN [EIN].
Article 1 General
- These general terms and conditions govern every offer, quote and agreement between Kairox Base Labs and its customers (the ‘Customer’) for the products and services offered by Kairox Base Labs, unless the parties have expressly agreed otherwise in writing.
- These general terms and conditions replace any earlier version and apply to all quotes, offers and agreements entered into between Kairox Base Labs and the Customer.
- These general terms and conditions also apply to the Customer’s employees and managers acting on its behalf.
- Any situation between the parties that is not covered by these general terms and conditions shall be assessed in line with their spirit.
Article 2 Quotes and offers
- Quotes and offers from Kairox Base Labs are not binding until they are accepted by the Customer. Acceptance takes place when the Customer completes the purchase or signs the corresponding agreement, which then replaces any earlier verbal or written arrangements.
- Kairox Base Labs is not bound by a quote or offer if the Customer could reasonably have understood that it, or part of it, contained an obvious mistake or error.
- Prices shown in quotes, offers and for our products exclude sales taxes, other statutory charges and any additional costs that may arise in connection with the agreement, unless stated otherwise.
- A price overview does not oblige Kairox Base Labs to deliver part of a product or service for a proportional part of the price. Quotes and offers do not automatically apply to future orders.
Article 3 Contract duration, lead times, execution and modification of agreement
- The agreement runs for the period stated in it, such as the subscription period, unless the nature of the agreement implies otherwise or the parties expressly agree otherwise in writing.
- Any delivery or availability date is only an indication and is not binding on Kairox Base Labs. A delay does not entitle the Customer to compensation, a price reduction or cancellation of the agreement.
- If Kairox Base Labs needs information or materials from the Customer to perform the agreement, the execution period only starts once the Customer has provided them correctly and completely, which the Customer shall do within 5 working days.
- Kairox Base Labs may engage third parties to carry out certain tasks.
- Kairox Base Labs may perform the agreement in stages and invoice each stage separately.
Article 4 Suspension, dissolution and interim termination of the agreement
- Kairox Base Labs may suspend its obligations under the agreement or dissolve it if the Customer seriously fails to meet its obligations and does not remedy this within 8 days of receiving written notice of default. In that case, Kairox Base Labs may suspend the agreement until the Customer complies, or terminate it with immediate effect.
- Failure to pay one or more invoices by their due date is always considered a serious failure.
- If the agreement is terminated, the Customer shall pay for all products and services already provided by Kairox Base Labs, as well as the costs Kairox Base Labs incurs as a result of the termination.
- Each party shall nevertheless give the other a reasonable period to remedy any shortcoming and shall first try to reach an amicable solution.
- Recurring agreements, such as subscriptions, can be terminated at any time in writing or by email before the end of the current period. If they are not terminated, they renew automatically for a further period of the same length.
- When an agreement is renewed, Kairox Base Labs may set new conditions for the new period. Kairox Base Labs shall inform the Customer of them.
- Putting a project or service on hold, at the request of Kairox Base Labs or the Customer, does not suspend the payments due.
- If the Customer cancels an order in whole or in part, the costs already incurred for it, including any time reserved for its execution, shall be invoiced in full to the Customer.
Article 5 Force majeure
- Kairox Base Labs cannot be held liable for any failure to perform the agreement that is caused by force majeure.
- In these general terms and conditions, force majeure means any external circumstance, foreseeable or not, over which Kairox Base Labs has no control and which prevents Kairox Base Labs from meeting its obligations.
- This includes failures by third parties or by the Customer to comply with the agreement.
- Kairox Base Labs may suspend its obligations under the agreement for as long as the force majeure lasts. If this period exceeds two months, either party may dissolve the agreement without owing any compensation to the other.
Article 6 Payment and debt-collection costs
- Unless agreed otherwise, payment must be made within 30 days of the invoice date (by means of a method set forth by Kairox Base Labs), unless indicated otherwise by the Customer. Kairox Base Labs is entitled to invoice periodically.
- All invoices must be paid by their due date using the payment methods offered by Kairox Base Labs or by the platform through which the purchase is made.
- Each payment is first applied to any interest and costs owed and then to the oldest outstanding invoice. Any discounts granted lapse if these general terms and conditions are not respected.
- Third-party costs incurred specifically for the Customer, such as registrations, domain names, hosting or licenses, are invoiced in full to the Customer, unless it has been agreed that the Customer pays the third-party supplier directly.
- Any dispute about an invoice must be notified to Kairox Base Labs in writing within 7 working days of the invoice being sent. A dispute does not delay or suspend payment.
- If the Customer fails to pay an invoice on time, the Customer is in default by operation of law and owes interest at the maximum rate permitted by applicable law, from the moment of default until the amount due has been paid in full.
- If the Customer does not pay within 8 days of receiving a written notice of default from Kairox Base Labs, the Customer shall also owe default interest as provided by the laws of the State of Wyoming.
- All reasonable extrajudicial costs of collecting payment are payable by the Customer and are calculated in line with usual U.S. debt-collection practice and applicable state law. If Kairox Base Labs has incurred higher costs that were necessary, the actual costs shall be payable. Legal and enforcement costs are also recovered from the Customer, who shall owe interest on them as well.
Article 7 Retention of title
- Everything supplied by Kairox Base Labs under the agreement remains the property of Kairox Base Labs until the Customer has fully met all its obligations under the agreement(s) entered into with Kairox Base Labs.
- Items that fall under retention of title in accordance with point 1 may not be resold or used as a means of payment.
Article 8 Liability
- If Kairox Base Labs is liable, its liability is limited to what is set out in this article.
- Kairox Base Labs is not liable for any damage, of any kind, resulting from Kairox Base Labs relying on incorrect or incomplete information provided by or on behalf of the Customer.
- Kairox Base Labs cannot be held liable for damage of any kind suffered by third parties as a result of the Customer’s use, lawful or otherwise, of its products or services.
- Kairox Base Labs cannot be held liable for damage caused by the Customer or by third parties, such as hosting providers, app stores, payment providers or other platforms.
- Kairox Base Labs is not liable for any indirect or consequential damage, or for any loss of income, that the Customer may suffer in connection with the products and services supplied during the agreement.
- If Kairox Base Labs is found liable for any damage, its liability is limited to the total value of the agreement concerned.
- Kairox Base Labs is only liable for direct damage or gross negligence in the performance of the agreement.
- Kairox Base Labs does not guarantee any result, success or profit and cannot be held liable if results are not achieved, as these depend heavily on external factors, online and offline, outside Kairox Base Labs’s control, such as actions of the Customer or of third parties like app stores, search engines and other platforms.
- To provide its products and services, Kairox Base Labs depends in part on services and software from other parties. Any amounts estimated in advance for third-party services are indicative only. If the amounts differ, the invoices of the relevant third parties determine the actual amounts.
Article 9 Intellectual property
- ‘Intellectual property’ means all intellectual, industrial and other property rights, whether registered or not, including but not limited to copyright, related rights, trademarks, trade names, logos, drawings, designs and applications to register them, patents and patent applications, domain names, know-how, and rights to databases and computer programs.
- The Customer guarantees that all material and information it makes available to Kairox Base Labs for the performance of the agreement, in any form, is accurate and complete, and that its use does not breach national or international law or the rights of third parties. The Customer indemnifies Kairox Base Labs against any third-party claims relating to that material or information.
- The Customer shall notify Kairox Base Labs immediately of any changes made by the Customer or by third parties to the products, accounts or tools in connection with which Kairox Base Labs provides its services.
- The Customer accepts that the products and services of Kairox Base Labs may be seriously affected or hindered by changes that Kairox Base Labs was not informed of in advance.
- Kairox Base Labs cannot be held liable for the consequences of the Customer failing to meet, in whole or in part, its obligations under these general terms and conditions.
Article 10 Applicable law – competent court
- All legal relationships to which Kairox Base Labs is a party are governed exclusively by the laws of the State of Wyoming and of the United States of America, even if an obligation is performed wholly or partly abroad or if the other party resides in another country.
- The parties shall only bring a dispute before the court once they have exhausted all possibilities of resolving it between themselves.