The service and the software of “Banaunu” is offered over the internet in the form of:
Software-as-a-Service and in the form of software by the company Grafi Offshore B.V. The software consists of a prototyping tool to be found at www.Banaunu.com. The software results in downloadable HTML5 files.
The use of Banaunu is subject to the below terms and conditions. Using either the service or the software of Banaunu constitutes acceptance of these terms and conditions. Please be aware that the general terms and conditions of Grafi Offshore B.V. are also applicable for the use of Banaunu. Deviations from these terms and conditions are possible only by means of written confirmation by Grafi Offshore B.V.
Terms for both the service and the software Banaunu
1.1 It is not permitted to use Banaunu for any purpose that violates Dutch or other applicable law or regulation. This includes (among others) the storage or transmission of data using the service that is slanderous, libelous or racist.
1.2 In particular it is not permitted to use Banaunu for the distribution of files in violation of applicable copyright law.
1.3 In addition, on Banaunu it is forbidden to
• publish information in violation of copyright or hyperlinks to such information;
• violate the privacy of third party, for example by distributing their personal data without permission or clear need or the repeated harassment of third parties with unwanted communications;
and to do anything that violates applicable netiquette.
1.4 Should Grafi Offshore B.V. discover that you violate any of the above, or receive a complaint alleging the same, Grafi Offshore B.V. will issue a warning. If the warning does not lead to an acceptable resolution, then Grafi Offshore B.V. may intervene to end the violation (for example through immediate removal of illegal data or eliminating the account) . In urgent or serious cases Grafi Offshore B.V. may intervene without warning.
1.5 If in the opinion of Grafi Offshore B.V. the continued functioning of the computer systems or network of Grafi Offshore B.V. or third parties is actually under threat of being damaged or jeopardized, for example through excessive transmission of e-mail or other data, leaks of personal data or virus activity, Grafi Offshore B.V. may take all steps it deems reasonably necessary to end or avert such damage or jeopardy.
1.6 Grafi Offshore B.V. is at all times entitled to file a criminal complaint for any offenses committed through or by using the service.
Article 2. Availability and maintenance
2.1 Grafi Offshore B.V. uses its best efforts to have the service available at all times but makes no guarantees about uninterrupted availability.
2.2 Grafi Offshore B.V. actively maintains Banaunu. Maintenance can take place at any time, even if this may negatively impact the availability of the service. Maintenance is announced in advance whenever possible.
2.3 Grafi Offshore B.V. may from time to time adapt or release updates that address bugs or improve the functioning of the software Banaunu. Your feedback and suggestions are welcome but ultimately Grafi Offshore B.V. decides which adaptations to carry out (or not). No liability is accepted for any damage caused by bugs. The service of Banaunu is ‘as is’.
Article 3. Intellectual property
3.1 The service Banaunu, the accompanying software (and all modifications and extensions thereto) and documentation as well as all information and images on the website are the intellectual property of Grafi Offshore B.V. None of these items may be copied or used without prior written permission of Grafi Offshore B.V., except and to the extent permitted by mandatory law.
3.2 Information you store or process using Banaunu is and remains your property (or the property of your suppliers or licensors). Grafi Offshore B.V. receives a limited license to use this information for the service, including for future aspects thereof. You can cancel this license by removing the information in question and/or terminating the agreement.
3.3 If you send information to Grafi Offshore B.V., for example a bug report or suggestion for improvement, you grant Grafi Offshore B.V. a perpetual and unlimited license to use this information for the service. This does not apply to information you expressly mark as confidential.
3.4 Grafi Offshore B.V. shall refrain from accessing data you store or transfer using Banaunu, unless this is necessary for a good provision of the service or Grafi Offshore B.V. is forced to do so by law or order of competent authority. In these cases Grafi Offshore is not liable for any damages thereof.
3.5 The software (can) comprise(s) third-party open source software. The respective third-party rights holders grant you the rights indicated in the applicable open source licenses. These licenses can be found in the documentation. This agreement does not apply to this open source software, and nothing in this agreement shall be construed as a limitation of any right granted to you under an open source license.
3.6 Because the usage right of the software is coupled to an obligation to pay, Grafi Offshore B.V. has the right to periodically perform an audit to verify your compliance with these license terms. The audit shall be performed by an independent third party (such as a chartered accountant) in confidence. The auditor may only report the data relevant for the compliance verification to Grafi Offshore B.V. The costs of the audit shall be borne by Grafi Offshore B.V., unless the report reveals that you have failed to pay the right license fee.
Article 4. Guarantees and limitation of liability
4.1 Grafi Offshore B.V. guarantees it will use its best efforts to keep track of any reported bugs as soon as it seems fit and to repair such bugs or create a workaround (but may delay repairing bugs with limited impact until the next planned update); but nothing else.
4.2 The liability of Grafi Offshore B.V. shall in any case be limited to the amount paid by you in the three months or three fees prior to the moment the cause of the damage occurred.
4.3 Grafi Offshore B.V. in no event is liable for indirect damages, consequential damages, lost profits, missed savings or damages through business interruption.
4.4 Damages may only be claimed if reported in writing to Grafi Offshore B.V. at most two (2) business days after discovery.
4.5 In case of force majeure Grafi Offshore B.V. is never required to compensate damages suffered by you. Force majeure includes among others disruptions or unavailability of the internet, telecommunication infrastructure, power interruptions, riots, traffic jams, strikes, company disruptions, interruptions in supply, fires and floods.
Article 5. Changes to terms
5.1 Grafi Offshore B.V. may change or add to these terms and conditions as well as any fees at any time.
5.2 Grafi Offshore B.V. shall announce the service changes or additions at least thirty days before their taking effect.
5.3 If you do not want to accept a change or addition, you can terminate the agreement until the date the changes take effect. Use of Banaunu after the date of effect shall constitute your acceptance of the changed or added-to terms and conditions.
Article 6. Miscellaneous provisions
6.1 Dutch law applies to this agreement.
6.2 Except to the extent determined otherwise by mandatory applicable law all disputes arising in connection with Banaunu shall be brought before the competent Dutch court for the principal place of business of Grafi Offshore B.V.
6.3 For any clause in these terms and conditions that demand that a statement must be done “in writing” to be legally valid, a statement by e-mail or communication through the Banaunu service shall be sufficient provided that the authenticity of the sender can be established with sufficient certainty and the integrity of the statement has not been compromised.
6.4 The version of any communication of information as recorded by Grafi Offshore B.V. shall be deemed to be authentic, unless you supply proof of the contrary.
6.5 In case any part of these terms and conditions are declared legally invalid, this shall not affect the validity of the whole of the agreement. The parties shall in such an event agree on one or more replacement provisions that approximate the original intent of the invalid provision(s) within the limits of the law.
6.6 Grafi Offshore B.V. is entitled to transfer its rights and obligations under this agreement to a third party as part of an acquisition of Banaunu or the associated business activities.
Terms for the service Banaunu
Article 7. Use of the service
7.1 Banaunu allows you to send files and your prototypes to third parties. In addition to article1.3 it is expressly forbidden to send files in violation of copyright, and to publish login data or download links for files.
7.2 To use Banaunu, you first need to register. After completing registration, you can directly log into your account and use the service.
7.3 You must secure access to your account against third parties using the username and password. In particular you must keep the password strictly confidential. Grafi Offshore B.V. may assume that all actions undertaken from your account after logging in with your username and password is authorized and supervised by you. This means you are liable for these actions, unless and until you have notified Grafi Offshore B.V. that someone else knows your password.
Article 8. Compensation for the service
8.1 The use of certain functions of Banaunu is subject to fees. Grafi Offshore will inform you about the fees. The fee is due every month and must be paid in advance.
8.2 Payment is possible by PayPal money transfer, or as explained further on the website.
8.3 Because the service is started directly at your express request, a payment cannot be refunded under the Distance Selling Act.
Article 9. Term and termination service
9.1 This agreement enters into force as soon as you first use the service and then remains in force for a month or as long as you use the service.
9.2 After this period the agreement is silently renewed with successive terms of the same period. You can terminate the agreement by the end of the term indicated in the previous clause with a notice period of one month.
9.3 Grafi Offshore B.V. is entitled to terminate the agreement if you have not used the service at all in the last 18 months. In such an event Grafi Offshore B.V. shall first send a reminder mail to the e-mail address connected to your account.
9.4 Please note: it is not possible to export data you store or process using the service.
9.5 Cancellation of Subscription: To cancel your subscription please go to My Account and click on the “cancel my subscription” link. You will be asked to confirm the cancellation. After agreeing you will see a webpage stating that your account has been canceled. Please note: if you stop the cancellation process without seeing this page your account will remain active. Finally a cancellation email will be send to you with the confirmation of the cancellation. Once your cancellation has been processed you will not be invoiced again. Your account will remain active to the end of the month of your subscription. Please note: no refund of the remaining days of your subscription will be applicable. If you have problems cancelling your subscription, please contact our Customer Support at: +31 (0)168 476144
Terms for the software Banaunu
The software will result in downloadable files. These files and the distribution thereof should comply with these terms.
Article 10. License scope
10.1 Grafi Offshore B.V. hereby grants to the rightful acquirer of Banaunu (“you”) a right to use this software. This right is limited to use by you within your company or other legal entity.
10.2 The software may be used on an unlimited number of computers within your organization.
10.3 It is expressly forbidden to:
• reverse engineer the source code of the software or to decompile the software, except to the extent permitted by mandatory law or applicable open source license;
• remove indications of Grafi Offshore B.V. or third party license owners as copyright holder of the software or to remove or render illegible any part thereof.
Article 11. Consideration
11.1 You are solely responsible for the usage of the software. The documentation will provide recommended requirements for the hardware and software environment and supported platforms.
11.2 The usage right is subject to payment of a recurring license fee for the term of this license agreement. You will be separately informed about the manner of payment by Grafi Offshore B.V.
11.3 Grafi Offshore B.V. is entitled to adjust the recurring license fee once per calendar year. You will be informed of upcoming adjustments at least two months in advance.
11.4 You must register to use this software. During registration Grafi Offshore B.V. processes certain of your personal data. In addition to the data requested in the registration form the IP-address from which the registration is undertaken is recorded, as well as information regarding the software. This personal data is only used for the execution of the license agreement and related purposes such as the making of related offers or notifications of available updates or general updates on Banaunu.
11.5 Personal data will be deleted when it is no longer necessary for execution of this agreement, unless applicable law demands that the data is retained for a longer period. In general: after expiration of the license your data will be kept for 14 days.
Article 12. Term and termination of the agreement
12.1 This agreement enters into force when you start use of the software and remains in force until terminated.
12.2 The agreement may be terminated by both you and Grafi Offshore B.V. at any time by providing one month’s notice. This agreement terminates automatically and immediately in case you enter into bankruptcy, apply for a suspension of payments, your assets are seized, or in case your company enter into liquidation, legal dissolution or winding-up.
12.3 After termination of the agreement (regardless of reason) you must cease all use of Banaunu.