Effective date: 1 April 2026 · Last updated: 31 March 2026
These Terms & Conditions ("Terms") govern the relationship between the Client and the Provider with respect to the use of the Kaizen Kanri platform and all related services. By accessing or using the Platform or engaging the Provider for any Services, the Client agrees to be bound by these Terms in their entirety. If you do not agree with any part of these Terms, you must not use the Platform or Services.
"Client" means any legal entity, business, organisation, or individual that purchases, subscribes to, or otherwise uses the Services provided by the Provider, including its employees, contractors, and authorised representatives.
"Provider" means Kaizen Kanri, a sole proprietorship owned and operated by Daniel G. Petrov, established and registered in the Netherlands under KVK number 42049431, with its principal place of business in the Netherlands.
"Services" means all services offered by the Provider, including but not limited to: (a) licensed access to the Kaizen Kanri Lean Six Sigma software platform; (b) continuous improvement and Lean Six Sigma consulting; (c) custom application development; and (d) any ancillary services agreed upon in writing.
"Platform" means the Kaizen Kanri web-based software application, including all modules, tools, features, updates, patches, documentation, and any associated APIs or integrations.
"Agreement" means these Terms together with any applicable Statement of Work (SOW), order form, service agreement, or other written agreement executed between the Client and the Provider.
"Confidential Information" means any non-public information disclosed by either party, whether oral, written, or electronic, including business strategies, technical data, financial information, client lists, proprietary methodologies, and trade secrets.
"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, design rights, database rights, domain names, know-how, and any other intellectual or industrial property rights, whether registered or unregistered, together with all applications and rights to apply for any of the foregoing.
The Provider offers the following categories of services:
The specific scope, deliverables, timelines, and exclusions for each engagement shall be defined in a separate Statement of Work (SOW) or service agreement. In the event of a conflict between these Terms and a SOW, the SOW shall prevail to the extent of such conflict, provided the SOW expressly states its intent to override these Terms.
The Provider reserves the right to modify, update, or discontinue any feature or module of the Platform at any time, provided that the Client shall be given reasonable notice of any material changes that significantly affect functionality covered under the Client's subscription.
All fees for Services shall be as set forth in the applicable order form, subscription plan, or Statement of Work.
Invoices are payable within 14 (fourteen) calendar days of the invoice date for project-based work, and within 30 (thirty) calendar days for subscription fees, unless otherwise agreed in writing.
All prices are quoted exclusive of VAT (BTW) unless explicitly stated otherwise. VAT shall be applied in accordance with applicable Dutch and European Union tax regulations at the prevailing rate.
In the event of late payment, the Provider shall be entitled to charge interest at a rate of 2% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance, calculated from the due date until full payment is received, without prejudice to any other rights or remedies available to the Provider.
The Provider reserves the right to suspend or restrict access to the Platform and/or Services in the event of non-payment that remains outstanding for more than 14 days past the invoice due date. Access shall be restored within 2 business days of receipt of full payment of all outstanding amounts.
Subscription fees are billed in advance on a monthly or annual basis, depending on the selected plan. Unless otherwise specified, subscription fees are non-refundable for the current billing period. Refunds for annual subscriptions cancelled mid-term shall be at the sole discretion of the Provider.
4.1 Platform Ownership
All Intellectual Property rights in and to the Kaizen Kanri Platform — including but not limited to the software source code, architecture, user interface design, databases, algorithms, documentation, branding, the Kaizen Kanri Method™, and all related materials — are and shall remain the exclusive property of the Provider. Nothing in these Terms shall be construed as a transfer of ownership of any Intellectual Property from the Provider to the Client.
4.2 License Grant (SaaS)
Subject to the Client's compliance with these Terms and timely payment of all applicable fees, the Provider grants the Client a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for the Client's internal business purposes during the subscription period. This license terminates immediately upon expiry or termination of the subscription.
4.3 Custom Development
Unless explicitly agreed otherwise in a signed written agreement, all Intellectual Property created, developed, or produced during custom development engagements shall remain the property of the Provider. The Client shall receive a perpetual, non-exclusive, non-transferable license to use the delivered software for its internal business purposes. Full Intellectual Property transfer may be negotiated separately and, if agreed, must be documented in a signed written assignment agreement. Any such transfer may be subject to additional fees.
4.4 Methodology Protection
The Kaizen Kanri Method™, including all original written materials, framework definitions, diagrams, terminology, and structural models, constitutes proprietary Intellectual Property of the Provider. Unauthorised reproduction, distribution, modification, reverse engineering, or public representation of these materials — whether for commercial, educational, or derivative purposes — is strictly prohibited and may result in legal action.
4.5 Client Data
The Client retains all ownership rights to the data it uploads, creates, or stores on the Platform ("Client Data"). The Provider shall not use Client Data for any purpose other than providing the Services, unless with prior written consent. Upon termination, the Client may request an export of its data within 30 days, after which the Provider may delete it in accordance with its data retention policies.
5.1 Limitation of Liability
To the maximum extent permitted by applicable law, the Provider's total aggregate liability arising out of or in connection with these Terms, the Platform, or the Services — whether in contract, tort (including negligence), strict liability, or otherwise — shall not exceed the total amount paid by the Client to the Provider under the most recent invoice or, for subscriptions, the fees paid during the 12 months preceding the event giving rise to the claim, whichever is greater.
5.2 Exclusion of Indirect Damages
In no event shall the Provider be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to: loss of profits, loss of revenue, loss of business opportunity, business interruption, loss of data, loss of goodwill, or reputational damage, regardless of the cause of action, even if the Provider has been advised of the possibility of such damages.
5.3 Warranty Disclaimer
The Platform and Services are provided on an "AS-IS" and "AS-AVAILABLE" basis. The Provider expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. The Provider does not warrant that the Platform will be uninterrupted, error-free, secure, or free from viruses or other harmful components.
5.4 Exceptions
Nothing in these Terms shall exclude or limit the Provider's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable Dutch law.
6.1 Subscription Cancellation
Either party may cancel a Platform subscription by providing a minimum of 1 (one) calendar month written notice prior to the next billing cycle. Upon effective termination, the Client's access to the Platform shall cease at the end of the current paid billing period. No refunds shall be issued for any unused portion of the current billing period.
6.2 Project Engagements
Custom development and consulting projects are subject to the cancellation and milestone-based payment terms defined in the applicable Statement of Work. In the event of early termination by the Client, the Client shall remain liable for: (a) all completed milestones; (b) any work-in-progress up to the date of termination, billed on a time-and-materials basis; and (c) any non-cancellable third-party costs incurred by the Provider on the Client's behalf.
6.3 Termination for Cause
The Provider may terminate or suspend access immediately, without prior notice or liability, in the event of: (a) a material breach of these Terms by the Client that remains uncured for 14 days after written notice; (b) non-payment exceeding 30 days past the invoice due date; (c) misuse of the Platform, including any violation of applicable laws or regulations; (d) violation of the Provider's Intellectual Property rights; or (e) the Client's insolvency, bankruptcy, or cessation of business operations.
6.4 Effects of Termination
Upon termination for any reason: (a) all licenses granted hereunder shall immediately terminate; (b) the Client shall cease all use of the Platform; (c) the Client may request an export of its data within 30 days of termination; and (d) any accrued rights and obligations, including payment obligations and confidentiality obligations, shall survive termination.
Each party ("Receiving Party") agrees that it shall not, without the prior written consent of the other party ("Disclosing Party"), disclose, publish, or disseminate any Confidential Information of the Disclosing Party to any third party, except: (a) to its employees, contractors, or advisors who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those herein; or (b) as required by applicable law, regulation, or court order, provided that the Receiving Party shall give the Disclosing Party prompt notice of such requirement where legally permitted.
Each party shall protect the other's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.
This obligation of confidentiality shall survive the termination or expiry of the Agreement for a period of 2 (two) years, except with respect to trade secrets, which shall be protected indefinitely for as long as they remain trade secrets under applicable law.
The Provider shall process any personal data provided by or on behalf of the Client in accordance with the General Data Protection Regulation (EU) 2016/679 ("GDPR") and any applicable Dutch data protection legislation, including the Uitvoeringswet Algemene Verordening Gegevensbescherming (UAVG).
Where the Provider processes personal data on behalf of the Client, the Provider acts as a Data Processor and the Client acts as the Data Controller. In such cases, the parties shall enter into a Data Processing Agreement (DPA) that complies with Article 28 of the GDPR.
The Provider's collection and use of personal data is further described in the Privacy Policy.
The Provider implements appropriate technical and organisational measures to protect personal data against unauthorised access, loss, alteration, or destruction, including encryption in transit and at rest, access controls, and regular security assessments.
The Client agrees to indemnify, defend, and hold harmless the Provider, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Client's use of the Platform or Services in violation of these Terms; (b) the Client's breach of any representation or warranty made herein; (c) any Client Data that infringes or violates the rights of a third party; or (d) any dispute between the Client and any third party arising from the Client's use of the Services.
Neither party shall be liable for any delay or failure in the performance of its obligations under these Terms if and to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government sanctions, embargoes, labour disputes, strikes, power failures, internet or telecommunications outages, cyberattacks, or failures of third-party service providers.
The affected party shall give the other party prompt written notice of the Force Majeure event and shall use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable. If a Force Majeure event continues for more than 90 (ninety) consecutive days, either party may terminate the affected engagement upon written notice.
These Terms shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law principles.
In the event of any dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the matter through good-faith negotiation within 30 days of written notice of the dispute. If the dispute cannot be resolved through negotiation, either party may submit the matter to the competent court in the Netherlands.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms.
12.1 Entire Agreement
These Terms, together with any applicable SOW, order forms, and the Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
12.2 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect.
12.3 Waiver
The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the party granting the waiver.
12.4 Assignment
The Client may not assign, transfer, or delegate any of its rights or obligations under these Terms without the prior written consent of the Provider. The Provider may assign its rights and obligations under these Terms in connection with a merger, acquisition, sale of assets, or by operation of law.
12.5 Notices
All notices required or permitted under these Terms shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by registered mail; or (c) sent by email to the addresses provided by each party. Notices to the Provider shall be directed to info@kaizenkanri.nl.
12.6 Amendments
The Provider reserves the right to amend these Terms at any time. The Client shall be notified of material changes at least 30 (thirty) days in advance via email or through the Platform. Continued use of the Platform or Services after the effective date of such changes constitutes acceptance of the amended Terms. If the Client does not agree with the amended Terms, the Client may terminate the Agreement in accordance with Section 6.