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Terms of service

TERMS OF USE KEEZEL

Keezel.co provides a device that uses VPN technology to secure your Internet connection and thus greatly improve your online privacy & security.

These Terms of Use apply to your use of the Keezel device. This device is developed and provided to you by Keezel. By using the device a binding agreement between Keezel and the user (also referred to as ‘you’ or ‘your’) regarding the use of the device is constituted.

Article 1: Definitions

1.1 In this agreement, save were explicitly provided otherwise, capitalized words and expressions have the meanings specified as referred to below: 

Basic Service: the free service Keezel provides in accordance to certain Functionalities;

Data: the data processed through the Device;

Device: the device consisting of Software and Hardware, developed by Keezel that allows you to make use of VPN-technology and by which your privacy and security can be safeguarded;

Functionalities: all functionalities regarding the Device as stated in the User Documentation;

Hardware: the tangible part of the Device of which the ownership may be transferred to you under the Terms of Use;

Keezel: AvocadoNinja B.V. trading as Keezel, a public limited company incorporated under Dutch law, having its registered office in Amsterdam (1055 RW), the Netherlands at Bos en Lommerplein 290, registered at the Chamber of Commerce under registration number 62658506;

IP-rights: all intellectual property rights including but not limited to rights such as copyrights, database rights, domain names, trademark rights, patents, model rights, trade name rights and neighboring rights as well as the rights to know-how, as valid anywhere in the world;

Party: one of the parties involved in the Terms of Use;

Personal Data: any Data relating to an identified or identifiable natural person within the meaning of the Dutch Personal Data Protection Act (‘Wet Bescherming Persoonsgegevens’);

Premium Service: the paid service Keezel provides in accordance to certain Functionalities;

Privacy Statement: the privacy statement of Keezel, available through the following hyperlink: https://shop.keezel.co/pages/privacy-statement;

User Documentation: any documents related to the Device, including but not limited to user manuals and/or other instruction materials and packaging;

Service: the service Keezel provides regarding the delivery and your use of the Device;

Software: the non-tangible part of the Device, including all software (in object code only) regarding the use of the Device, including but not limited to pre-installed software on the Device and software on the Website;

Subscription: the Premium Service for an indefinite period of time which can be terminated (‘opgezegd’) taking in account a notice period of one (1) month;

Update: software which has been produced by Keezel to maintain compatibility, enhance performance, improve security or overcome defects in the Software;

VPN Partners: all third parties that are involved in providing you the VPN technology via the Keezel device;

Terms of Use: these terms and conditions of Keezel pertaining to the Service;

Website: the website www.keezel.co including all underlying web pages.

1.2 For the applicability of the Terms of Use it is irrelevant whether the defined terms are singular or plural or used in a certain composition.

 

Article 2: General

2.1 These Terms of Use apply to the Service. Any other terms are explicitly not applicable.

2.2 Keezel may amend and/or supplement these Terms of Use from time to time. You will be notified of any changes to the current Terms of Use through the Website or otherwise. If you keep using the Service after the Terms of Use have been amended/supplemented, you unconditionally agree to the amended/supplemented Terms of Use. If you do not wish to accept the amendments and/or supplements, your only remedy is to cease using the Service.

2.3 If at any time any provision of these Terms of Use is or becomes illegal, void or invalid for any reason whatsoever, such invalidity shall not affect the validity of the remainder of these Terms of Use and such invalid provision shall be replaced by another provision which, being valid in all respects, shall have an effect as close as possible to that of the replaced provision.

 

Article 3: Offers

3.1 All offers and other statements by Keezel are free of obligations, unless otherwise stated in writing by Keezel.

3.2 You warrant the correctness and completeness of the data you provide through the Website on which Keezel bases its offers. You shall at all time exercise the greatest possible care to ensure that the requirements that Keezel services must meet are accurate and comprehensive.

 

Article 4: Use of the Device and Service

4.1 The Device consists of Hardware and Software. The ownership of the Hardware may be transferred to you under the Terms of Use. If you comply in full with all obligations pursuant to these Terms of Use, Keezel will grant you a limited, personal, revocable, non-exclusive, non-sublicensable and non-transferable right to use the Software and User Documentation. You are solely entitled to use the Software in conjunction with the Device.

4.2 Keezel is at all times entitled to make Updates to the Service and temporarily discontinue your access to the Service. You acknowledge that Updates may be received via Internet and installed on the Device from time to time. You agree that receiving and installing such updates may be required for continuation of the use of the Service.

4.3 Keezel will endeavor to provide the Service with due care. You accept that the Service shall only contain functionalities and other properties as available in the Service at the time of use (“as is”). Keezel excludes express and implied warranties and undertakings and indemnities regarding the Service of whichever nature.

4.4 Keezel provides to you plans of service to facilitate certain uses of the Service. These plans of service are divided in Basic Service and Premium Service. Basic Service is a free and non-personable plan that consists of the Functionalities as stated on the Website. Premium Service is a paid plan of service and consists of the Functionalities as stated on the Website. Premium Service is personal plan and under no circumstance transferable.

4.5 You acknowledge that Keezel’s servers, systems and other equipment may me inoperative from time to time, eg for maintenance, and that Keezel will not be liable for its failure or inability to provide continuous and error free services under these or other circumstances. Your only remedy in this case, is that Keezel will endeavor efforts to solve this as soon as reasonable possible.

4.6 You are not entitled to use the Service in any illegal activity including but not limited to:

a. spamming;

b. violation of IP-rights;

c. unauthorized access to other computers or networks;

d. distribution of viruses, worms and trojans, or other data that may harm computers or networks;

e. any activity that restricts or inhibits other users from using or enjoying Keezel devices; or

f. any activities that are contrary to morality or public order.

 

Article 5: IP-rights

5.1 The IP-rights in respect of the Service are and will remain vested in Keezel or its licensor(s). None of the provisions of these Terms of Use is intended to transfer any of the aforesaid IP-rights to you.

5.2 You shall refrain from performing any act, or instructing a third party to perform any act, which infringes on, prejudices or jeopardizes the IP-rights of Keezel, its licensors and/or other third parties.

5.3 You are not permitted to reverse engineer and/or decompile the Service unless your are allowed to do so by mandatory law.

5.4 If Keezel has integrated any technical measure in order to secure the Service and/or User Documentation, you are not permitted to remove or circumvent such technical measures or instruct a third party to do so.

 

Article 6: Price and payment

6.1 All prices are exclusive of sales tax (VAT) and other governments levies that have been or are later imposed, unless otherwise stated by Keezel.

6.2 Payment will take place in a manner and within the period as indicated on the Website and/or the ordering process of the Device. If use is made of third parties regarding to the execution of payments you accept that terms of use of other parties may apply. Keezel does not accept liability for services of those third parties.

6.3 The relevant documents and information from Keezel’s administration or systems shall be conclusive evidence of the service provided by Keezel and the amounts payable by you in return for this service, without prejudice to you right to submit evidence to the contrary.

6.4 Keezel is entitled to adjust the applicable prices and rates concerning the Subscription in writing subject to advance notice of at least 3 (three) months.

6.5 Amounts due shall be paid by you in accordance with the payment terms that have been agreed or that are stated on the invoice. You shall not be entitled to suspend any payments or to offset any amounts due.

6.6 If you fail to fulfil your payment obligations, Keezel may terminate the Terms of Use and/or suspend access to and/or use of the Service.

                                                                                                                         

Article 7: Privacy

7.1 You acknowledge and accept that Keezel may obtain and process your Personal Data. By using the Service you agree with the collection and processing of these Personal Data. The collection and processing of these Personal Data is subject to privacy legislation, such as the Dutch Personal Data Protection Act (‘Wet bescherming persoonsgegevens’). Keezel shall always collect and process your Personal Data in accordance with its Privacy Statement.

7.2 Keezel takes your privacy seriously and aims to store and process as little Personal Data as possible. No data will be stored but for the Service to operationally function.

 

Article 8: Delivery

8.1 All (delivery) periods and (delivery) dates agreed or specified by Keezel shall be established to the best of Keezel’s knowledge on the basis of the information available to it at the time of entering into the Terms of Use. Interim (delivery) dates agreed between the parties or specified by Keezel shall in all cases be target dates, shall not have a binding effect on Keezel and shall in all cases be merely indicative. Keezel shall make every reasonable effort to observe final (delivery) periods and final (delivery) dates wherever possible. Keezel shall not be bound by a (delivery) period or (delivery) date, final or otherwise, that can no longer be achieved as a result of circumstances outside of Keezel’s control that occurred after the date on which the agreement was concluded. If there is a risk that a time period will be exceeded, Keezel shall consult with you in order to discuss the implications of the overrun for the rest of the schedule.

8.2 The mere fact that a (delivery) period or (delivery) date, final or otherwise, specified by Keezel or agreed between the parties has been exceeded, shall not mean that Keezel is in default. In all cases – therefore also in the event that the parties have agreed a final (delivery) period or (delivery) date explicitly in writing - Keezel shall not be in default as a result of the fact that a delivery period or date has been exceeded until such time as you have given written notice of default. The notice of default must contain as comprehensive and detailed description of the breach as possible, in order to ensure that Keezel has the opportunity to respond adequately.

8.3 As from the time of delivery, the delivered Device shall be at your risk.

8.4 Except where explicitly agreed otherwise, the purchase price of the items shall not include the costs of transport, insurance, tackles and hoists, the hiring of temporary facilities etc.

8.5 You are obliged to cooperate with the delivery and to take delivery of the Device. If you fail to take delivery of the Device, Keezel reserves the right to charge any related costs (including storage and shipping costs) onto you. In the aforementioned case, Keezel is entitled to sell the Device to a third party without prejudice to its right to seek compensation under the law.

8.6 Delivery shall be deemed to have been refused if the Device has been offered for delivery and delivery has proven to be impossible. The day on which delivery is refused shall be regarded as the day of delivery.

 

Article 9: Liability

9.1 The liability of Keezel, whether based upon breach of the Terms of Use or tort, is limited to compensating you direct damages, up to at most the amount of EUR 1.000.- as total and aggregate liability for these direct damages.

9.2 "Direct damage" in the sense of Article 9.1 shall solely mean:

a. reasonable expenses which you would have to incur to make Keezel’s performance conform to the Terms of Use. These damages shall not be compensated in case of termination of the Terms of Use by you;

b. reasonable expenses incurred to determine the cause and scope of the damage, insofar as the determination relates to direct damage within the meaning of these Terms of Use; or

c. reasonable expenses incurred to prevent or mitigate damage, insofar as you demonstrate that these expenses resulted in mitigation of direct damage within the meaning of these Terms of Use.

9.3 Keezel’s liability for any other damages than included in Article 9.2, including but not limited to consequential damage, consequential loss, lost profits, lost savings, loss of goodwill, damage through business interruptions, damage ensuing from claims by your customers, mutilation or loss of Data and/or other data, damage relating to the use of objects, materials or software of third parties, and damage relating to engagement of Keezel is fully excluded.

9.4 Keezel shall never be liable for damages that result from the choices you make or legal acts based on the Data.

9.5 The limitation of liability as mentioned in the preceding paragraphs of Article 9 shall not apply if and insofar as the damage or injury is the result of willful intent or gross negligence by Keezel or its board of directors.

9.6 No right to damages shall exist unless you notify Keezel in writing of the damage promptly after it has arisen. Any claim for damages against Keezel shall become extinguished by the mere lapse of one (1) month after the claim has come into being.

 

Article 10: Force majeure

10.1 Neither of the parties shall be obliged to meet any obligations, including any guarantee obligation agreed between the parties, if it is prevented from doing so as a result of force majeure. Force majeure shall solely include:

  • a situation of force majeure encountered by Keezel’s own suppliers or VPN partners;
  • failure by secondary suppliers engaged by Keezel on your instructions to duly meet our obligations;
  • the defectiveness of items, hardware, software or materials provided by third parties that Keezel has been instructed to use by you;
  • government measures;
  • ddos attacks and/or other digital (virus) attacks and/or hacking;
  • electricity failure;
  • faults affecting the internet, computer network or telecommunication facilities;
  • war;
  • workload;
  • strike action;
  • general transport problems; or
  • the unavailability of one or more members of staff.
10.2 If a situation of force majeure lasts for longer than sixty (60) days, either of the parties shall be entitled to terminate the agreement in writing. The services already performed on the basis of the agreement shall in this case be settled on a pro rata basis, and the parties shall not owe one another any other amounts.

                                                          

    Article 11: Duration and termination

    11.1 The Terms of Use are entered into for an indefinite period of time. The Terms of Use come in effect after your purchase of the Device or after the first moment of use of the Service.

    11.2 Keezel may suspend your access to the Service or terminate the Terms of Use at any time, without notice, if you breach these Terms of Use or otherwise engage in activities that Keezel reasonably determines are likely to cause liability to or may harm the interests of Keezel.

    11.3 Keezel will not be liable for any costs, expenses, or damages as a result of its termination of the Terms of Use.

    11.4 You can terminate Basic Service by ceasing the use of the Service.

    11.5 After expiry of the relevant contract period of the Premium Service, the contract will automatically be transformed into a Subscription. You can terminate the Subscription taking in account a notice period of one (1) month.

    11.6 In the event of termination for any reason whatsoever, any performance already delivered and the payment obligations related to it will not be the subject of reversal, unless Keezel is in default in relation to such performance. Amounts invoiced by Keezel before the termination in connection with anything that it has already performed or delivered will continue to be owed and will become immediately due and payable at the time of the termination. In the aforementioned event, your right to use the Service is immediately suspended.

     

    Article 12: Warranties and indemnifications

    12.1 The Device is in conformity with these Terms of Use if it will perform substantially in accordance with the Functionalities. This conformity statement applies for twelve (12) months from the date of purchase. In order to make the warranty claim, you shall seek contact with Keezel in writing within the aforementioned limited warranty period. In that case, you shall as soon as reasonably possible return the Device to Keezel. Upon receipt of the Device, Keezel shall conduct an assessment of the alleged defect to determine whether or not the defect is covered within the warranty. Keezel reserves the right to take remedial actions which Keezel finds appropriate. If Keezel offers you a repaired or replacement Device, Keezel shall dispatch this Device to you within thirty (30) working days from Keezel’s receipt of the returned Device. The repair and/or replacement of Devices is without charge. The warranty period is not extended by any repair and/or replacement of Devices. Keezel bears the shipping costs of repaired and/or replaced Devices.

    12.2 Keezel does not warrant:

    • that the Service and/or the service of the VPN Partners shall be available to you at all times and without interruptions, faults or disturbances;
    • that the Service shall be available to you in any jurisdiction in the world;
    • that the Service shall be effective or the use of the Service shall lead to certain results; or
    • that the information provided through the Service, including in particular the Data, is accurate, up to date and/or complete.
    12.3 Keezel is not responsible for:
    • the purchase and/or the proper operation of your infrastructure;
    • loss, damage, inaccuracy and/or incompleteness of any information provided through the Service;
    • transmission errors, malfunctions or non-availability of computer, data or telecom facilities, including the internet;
    • any unauthorized use or attempted use of the Service;
    • any use or attempted use of the Service in contrary to information from User Documentation;
    • making backup copies of any information;
    • unavailability of the Service because of government restrictions; or
    • the management, including checking the settings, the use of the Service and the manner in which the Data is used.

    12.4 You warrant that you will not use the Service in a way that infringes the rights of Keezel or third parties, breaches any current legislation or regulations or violates any provision in these Terms of Use.

    12.5 You indemnify Keezel against all damage and costs as a result of claims of third parties arising from and/or related to your use of the Service.

       

      Article 13: Returns

      13.1 You are permitted to return the Device for any reason and at any time within fifteen (15) days following the date the Device is delivered. To make use of the refund right as regarded to in this article, the Device must be in its original packaging and condition.

      13.2 In order to return the Device, you shall contact Keezel in writing immediately via refund@keezel.co. Keezel shall respond with details of how to return the Device including the shipping address. The Device must then be returned to Keezel at your expense, as soon as possible and with such method of shipping that is traceable (eg UPS or DHL) to the provided address, to avail of the refund.

      13.3 Risks regarding to the return of the Device shall only pass to Keezel when the Device is received by Keezel. Keezel is not responsible for a returned Device that is lost in transit to Keezel. Upon receipt of returned Devices, Keezel will inspect the returned Device. Keezel reserves the right to impose on you any charges for any damage to the returned Device observed during such inspection. Keezel takes efforts to refund your purchase price within fifteen (15) working days of your notice of the refund. In the event that the above stated procedures are not followed, Keezel reserves the right to accept or reject the returned Device on such terms that it may determine at its sole discretion.

       

      Article 14: Transfer of rights and obligations

      14.1 You are not entitled to sell and/or transfer the rights and/or obligations arising from the agreement to a third party.

      14.2 Keezel is entitled to transfer its rights to the payment of fees to a third party.

       

      Article 15: Miscellaneous

      15.1 These Terms of Use are governed by Dutch law. The applicability of the Vienna Sales Convention 1980 is expressly excluded.

      15.2 All controversies, disputes or claims arising out of or relating to the Terms of Use shall be exclusively and finally settled by the competent civil court in Amsterdam, the Netherlands, unless otherwise stated by Keezel.

                                                              

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