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Terms of Service

Version 1.1  ·  Effective date

Article 1. Identification of the provider

  1. These terms of service have been issued by Klaver Solutions, established at Blaasbalg 14, 8253 LX Dronten, the Netherlands, registered with the Dutch Chamber of Commerce under number 91096111, VAT identification NL004865093B36, hereinafter: "Provider".
  2. Provider trades under the name Practions. Where these terms refer to Practions, the meaning is the software platform operated by Provider.
  3. Provider can be reached at [email protected] and via https://practions.com.

Article 2. Definitions

In these terms of service, the following terms apply:

  • Customer: the natural or legal person, acting in the exercise of a profession or business, that enters into an Agreement with Provider for the Service, typically a coach or coaching practice.
  • User: the natural person who logs in to the Service on behalf of Customer, including in any event employees and owners of Customer.
  • Client: the end-client of Customer whose personal data is processed via the Service; typically a coachee or comparable data subject.
  • Service: the Practions software platform offered over the internet, including all associated modules, integrations and documentation.
  • Account: the user account registered to Customer through which access to the Service is obtained.
  • Subscription: the agreement granting access to the Service against payment, including any trial period.
  • Agreement: the totality of arrangements between Customer and Provider for the use of the Service, of which these terms form a part, together with the Privacy Policy and, where applicable, the Data Processing Agreement.
  • Personal Data: any information relating to an identified or identifiable natural person, within the meaning of Article 4(1) of the General Data Protection Regulation (GDPR).
  • Data Processing Agreement: the agreement between Provider and Customer within the meaning of Article 28(3) GDPR, published at https://practions.com/en/dpa and automatically applicable upon use of the Service.
  • Sub-processor: any third party engaged by Provider, in its role as processor, to process Personal Data in connection with the Service.
  • Confidential Information: any information one party receives from the other and the confidential nature of which is reasonably apparent, including in any event coaching content, session transcripts, notes, financial data and authentication data.

Article 3. Applicability

  1. These terms of service apply to every offer, quotation, agreement and actual delivery of the Service by Provider.
  2. Acceptance of these terms occurs upon registration of an Account, commencement of use of the Service or signing of a quotation.
  3. The applicability of any purchase or other terms of Customer is expressly rejected, even if Customer refers to its own terms.
  4. If any provision of these terms is null or voidable, the remaining provisions remain in force. The parties shall in that case consult to replace the invalid provision with a valid one that reflects the original purpose as closely as possible.

Article 4. Formation of the Agreement

  1. The Agreement is formed at the moment Customer creates an Account via the Service and accepts these terms, or accepts a written quotation issued by Provider.
  2. Provider may refuse the registration of an Account, including where there are indications of prior abuse, repeat use of the trial period, or where Provider is required by law or regulator guidance to refuse registration.
  3. It is not permitted to use the Service in another party's name, under a fictitious identity or without the necessary authority on behalf of Customer.

Article 5. Description of the Service

  1. The Service is an online platform for the management of a coaching practice and includes in any event: - client management and session calendar; - in-browser video calls via WebRTC with DTLS-SRTP encryption between peers; - real-time speech-to-text transcription of coaching sessions in Dutch and English, where activated by Customer per session; - AI-supported generation of draft session notes based on the transcript and optional AI suggestions for goal updates that must be confirmed by Customer; - coaching protocol layers for goals, habits, programs, group cohorts, rule-based client insights and Customer-configured automations; - an AI practice-manager chat with optional coach-specific preferences entered or confirmed exclusively by Customer; - invoicing including VAT handling, with payment processing via a Mollie account linked by Customer or directly via bank transfer to the IBAN provided by Customer; - accounting integration with Moneybird and CSV export for external accounting packages; - a per-Client portal configured by Customer, for messaging, shared notes, goals and habits, and invoice downloads; - an outbound transparency log allowing Customer to review which messages were sent on Customer's behalf via Practions; - an optional WhatsApp integration for signup verification and transactional messages to Customer, not for Client communication.
  2. The Service is offered in Dutch and English. The exact features available depend on the chosen Subscription and may be expanded or, with due observance of Article 15, amended by Provider from time to time.
  3. Provider does not provide medical or psychological care, legal advice or tax services. Substantive responsibility for the coaching relationship between Customer and Client rests exclusively with Customer.

Article 6. Rights of use and restrictions

  1. Provider grants Customer a non-exclusive, non-transferable and non-sublicensable licence to use the Service for the duration and under the conditions of the Agreement.
  2. Customer and Users are not permitted to: a. make the Service available to or share it with third parties outside their own organisation; b. decompile, reverse-engineer or otherwise attempt to derive the source code of the Service in whole or in part, save in so far as mandatory law (including Article 45j of the Dutch Copyright Act) so permits; c. use the Service for conduct contrary to the Acceptable Use Policy published at https://practions.com/en/aup; d. remove or alter proprietary notices; e. access the Service in an automated manner that goes beyond what is reasonably necessary for its intended use, including scraping or denial-of-service-style patterns.
  3. Customer at all times remains responsible for the conduct of its Users, even where Users act in breach of these terms.

Article 7. Obligations of Customer

  1. Customer ensures: a. accurate and complete registration and invoicing data; b. confidentiality of login credentials and activation of two-factor authentication where appropriate; c. timely follow-up on security incidents of which Customer becomes aware; d. an appropriate legal basis vis-à-vis each Client for the processing of that Client's Personal Data, including, where applicable, obtaining explicit consent for the processing of special categories of personal data (Article 9(2)(a) GDPR); e. compliance with its own statutory obligations as controller vis-à-vis Clients, including the duty to inform, data subject rights and retention periods.
  2. Customer acknowledges that Provider acts as processor with regard to Client data and processes such data only on the documented instruction of Customer, as set out in the Data Processing Agreement.
  3. Customer warrants that the content stored via the Service by it or its Users does not infringe the rights of third parties and is not contrary to law or public order.

Article 8. Fees and payment

  1. The fees applicable to the Subscription are listed at https://practions.com/#pricing and are denominated in euros, exclusive of statutory VAT.
  2. Payment is made via a payment mandate provided by Customer through payment service provider Mollie or, where Provider so offers, by bank transfer to IBAN NL34 KNAB 0616 8994 08 in the name of Klaver Solutions, with the invoice number as payment reference.
  3. Invoices are issued exclusively in digital form via email or via the Account.
  4. The payment term is fourteen (14) days from the invoice date, unless otherwise agreed in writing. Where direct debit is used, the actual collection moment applies.
  5. In the event of late payment, Customer is in default without further notice. Provider is in that case entitled to: a. charge statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code; b. charge extrajudicial collection costs pursuant to the Dutch Extrajudicial Collection Costs Act (WIK) and the related Decree; c. suspend access to the Service in whole or in part until full payment is received.
  6. Provider may adjust fees annually and, with respect to changes in statutory levies, at interim moments, subject to a minimum notice period of thirty (30) days. Material price increases entitle Customer to terminate the Subscription with immediate effect at the end of the then-current billing period.
  7. [FOUNDER DECISION NEEDED FD-005: VAT rate applicable to coaching SaaS. The default in these terms is 21% standard rate. If Provider qualifies for the Dutch small-business scheme or another exemption, this clause and the invoicing logic must be updated.]

Article 9. Term, renewal and termination

  1. The Subscription is entered into for the initial term shown on the order page, typically one (1) month or one (1) year.
  2. After expiry of the initial term, the Subscription is tacitly renewed for an indefinite period, on the understanding that, after the first renewal, Customer may at any time terminate the Subscription on a monthly basis, with a notice period of no more than one (1) month, in accordance with Article 7:236(j) of the Dutch Civil Code (Wet van Dam).
  3. Termination is effected by email to [email protected] and, in so far as Provider offers a cancellation function in the Service, also through that function. Provider confirms termination without undue delay and no later than within three (3) business days.
  4. [FOUNDER DECISION NEEDED FD-009/FD-015: in the current release the Service does not yet expose an in-app cancel endpoint. Until that feature is delivered, termination by email to [email protected] is the formal route. Before commercial launch, an in-app cancel function is recommended that supports monthly termination after the first contract term, with a notice period of no more than one month.]

Article 10. Refund policy and right of withdrawal

  1. Provider grants a fourteen (14) day commercial money-back guarantee, calculated from the first payment. Within this period, Customer may request a full refund without giving any reason via [email protected]. The refund is processed within fourteen (14) days of the request via the same payment method used for the original transaction.
  2. Where Customer qualifies as a consumer: the statutory right of withdrawal for digital services (Article 6:230o of the Dutch Civil Code) lapses upon Customer's express prior consent, with waiver of the right of withdrawal, when the Service is taken into use, in accordance with Article 6:230p(g) of the Dutch Civil Code. The commercial guarantee in paragraph 1 continues to apply in addition.
  3. Customers acting in the exercise of a profession or business have no statutory right of withdrawal; for such Customers only the commercial guarantee in paragraph 1 applies.

Article 11. Data processing and privacy

  1. The manner in which Provider processes Personal Data is set out in the Privacy Policy (https://practions.com/en/privacy) and the Data Processing Agreement (https://practions.com/en/dpa). Both documents form an integral part of the Agreement.
  2. Where Customer processes Personal Data of Clients via the Service, the Data Processing Agreement applies on a mandatory basis, with Customer as controller and Provider as processor.
  3. Provider acts itself as controller for the data of Customer and its Users, in so far as such data is necessary for the performance of the Agreement, invoicing, security and compliance with statutory obligations.

Article 12. Availability

  1. Provider uses reasonable efforts to keep the Service available but does not guarantee uninterrupted availability.
  2. Provider may carry out maintenance, during which the Service may be temporarily unavailable or limited. Planned maintenance is announced in advance via the Service where reasonably practicable.
  3. [FOUNDER DECISION NEEDED FD-002: offering a service-level agreement with a quantitative uptime commitment. The default in these terms is a reasonable best-efforts obligation without a quantitative SLA. If Provider wishes to offer an SLA for a Practice tier, a separate SLA schedule must be added.]

Article 13. Liability

  1. The total liability of Provider under the Agreement, on whatever ground, is limited per event and per calendar year to the amount that Customer has paid to Provider in the twelve (12) months preceding the damage-causing event under the Agreement, exclusive of VAT.
  2. Provider is in no event liable for indirect damage, including in any event consequential damage, loss of profit, missed savings, reputational damage, business interruption damage, and damage resulting from loss or corruption of data, except where such damage is the result of intent or wilful recklessness on the part of Provider or its managerial staff.
  3. The limitations in this article do not apply where, in the relevant case, they would be unacceptable by standards of reasonableness and fairness (Article 6:248(2) of the Dutch Civil Code), including in the case of intent or wilful recklessness.
  4. Customer indemnifies Provider against claims by Clients or third parties arising out of the use of the Service by Customer or its Users, save in so far as such claims are the direct result of an attributable failure on the part of Provider.
  5. Any claim for damages against Provider lapses if it has not been submitted to Provider in writing within twelve (12) months after Customer became aware, or could reasonably have become aware, of the damage.
  6. [FOUNDER DECISION NEEDED FD-007: confirmation whether Klaver Solutions holds appropriate professional liability and cyber liability insurance. If so, the cover may be referenced expressly.]

Article 14. Force majeure

  1. Force majeure means any circumstance over which Provider has no reasonable control and which prevents the performance of the Agreement in whole or in part, including in any event disruptions in internet, hosting providers, payment service providers or other essential sub-processors, as well as pandemics, natural disasters and government measures.
  2. During a force majeure event, Provider's obligations are suspended, without Customer being entitled to compensation. If the force majeure event lasts longer than sixty (60) days, either party may terminate the Agreement in writing, without any obligation to compensate damages.
  3. The provisions of this article do not exclude the application of Article 6:75 of the Dutch Civil Code.

Article 15. Amendments to these terms

  1. Provider may amend these terms unilaterally. Changes that are not materially detrimental to Customer (such as editorial amendments, clarifications or additions to sub-processor lists) take effect on the announced date.
  2. Changes that are materially detrimental to Customer are announced at least thirty (30) days before they take effect, via the email address registered in the Service or via a banner in the Service. Customer is in that case entitled to terminate the Subscription before the effective date, against the end of the then-current billing period.
  3. Continued use of the Service after the effective date constitutes acceptance of the amended terms.

Article 16. Termination and consequences

  1. Without prejudice to other provisions of these terms, either party is entitled to terminate the Agreement with immediate effect if: a. the other party is in default in the performance of a material obligation and has not cured such default within fourteen (14) days of written notice of default; b. the other party is declared bankrupt, applies for suspension of payments, or in fact ceases its business activities.
  2. After the end of the Agreement: a. a grace period of ninety (90) days applies, during which Customer may log in via the Service to export data or confirm account deletion; b. after the grace period, all data managed by Customer is permanently deleted from the production environment; c. backup archives containing such data are overwritten or destroyed within thirty (30) days following the production deletion; d. invoicing data is retained for seven (7) years pursuant to the Dutch tax retention obligation (Article 52 General State Taxes Act in conjunction with Article 35 Dutch VAT Act).
  3. Obligations that by their nature are intended to survive termination, including confidentiality, intellectual property and liability, remain in full force.

Article 17. Intellectual property

  1. All intellectual property rights in the Service, including but not limited to software, source code, designs, trade names, logos and documentation, vest exclusively in Provider or its licensors.
  2. Customer retains all rights to content entered into the Service by or on behalf of Customer, including Client and session data and notes. Customer grants Provider a limited licence to process such content as necessary for the performance of the Service.
  3. Nothing in these terms is intended to transfer intellectual property rights.

Article 18. Confidentiality

  1. The parties undertake to use Confidential Information only in the context of the Agreement and not to disclose it to third parties, save in so far as disclosure follows from a statutory obligation or a court order.
  2. This confidentiality obligation continues in force after the end of the Agreement.

Article 19. Governing law and jurisdiction

  1. The Agreement and any obligations arising from or connected with it are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention (CISG) is excluded.
  2. All disputes arising from or in connection with the Agreement are exclusively submitted to the competent court in the district of Midden-Nederland, Lelystad location, without prejudice to the right of Provider to bring proceedings against Customer before the court that is competent under statute.
  3. Prior to commencing legal proceedings, the parties undertake to engage in reasonable consultation to settle any dispute amicably.

Article 20. Final provisions

  1. Customer may not transfer its rights and obligations under the Agreement to a third party without the prior written consent of Provider. Provider may transfer rights and obligations in the context of a merger, acquisition or business reorganisation, provided that continuity of the Service is safeguarded.
  2. The Dutch version of these terms is binding. An English translation is provided for convenience; in the event of any discrepancy, the Dutch text prevails.
  3. Notices under these terms are validly given via the email address registered for Customer in the Service and, on the part of Provider, via [email protected].