Article 1 – Applicability & General
1.1 These Terms and Conditions ("Terms") apply to all services, products and deliverables provided by JMango360 B.V. ("JMango360") to its clients ("Client"), unless explicitly agreed otherwise in writing.
1.2 JMango360 provides a managed mobile commerce solution, which may include access to a mobile commerce platform, mobile applications, onboarding services, support and maintenance, service level agreements, usage-based services, modules, integrations and related professional services (collectively, the "Services").
1.3 The exact scope, configuration, service levels and pricing applicable to a Client are defined exclusively in the applicable agreement(s) between the parties, which may include one or more Order Forms, Final Pricing Schedules, appendices and Service Level Agreements ("Agreement").
1.4 These Terms apply to all Clients, including Clients operating under agreements entered into prior to the introduction of JMango360's current pricing and service model, unless explicitly agreed otherwise in writing.
1.5 In case of any conflict between these Terms and the Agreement, the order of precedence as defined in the Agreement shall apply.
Article 2 – Service Delivery & Client Obligations
2.1 JMango360 shall use commercially reasonable efforts to provide the Services in accordance with the applicable Agreement and generally accepted industry standards.
2.2 The Services are delivered as a managed mobile commerce solution. JMango360 does not guarantee specific commercial results, revenue outcomes or performance metrics unless explicitly agreed in writing.
2.3 The Client is responsible for timely cooperation and for providing all information, access, content, credentials and approvals reasonably required for the delivery of the Services, including but not limited to:
– access to the Client's eCommerce platform and related systems;
– access to developer accounts (e.g. Apple, Google);
– delivery of content, branding assets and configurations;
– compliance with applicable laws and platform policies.
2.4 JMango360 shall not be responsible for delays, failures or reduced performance of the Services resulting from:
– incomplete or delayed information or access provided by the Client;
– changes made by the Client or third parties to the Client's eCommerce platform, APIs or systems;
– third-party services or dependencies outside JMango360's control.
2.5 Any services, work or support required as a result of changes to the Client's eCommerce platform, APIs, integrations or third-party services fall outside the standard Services and may be subject to additional fees unless otherwise agreed in writing.
2.6 Nothing in the Agreement obligates JMango360 to provide development, customization or support beyond what is explicitly agreed in the applicable Order Form or Final Pricing Schedule.
Article 3 – Services, Support & Service Levels
3.1 JMango360 provides the Services as described in the applicable Agreement and referenced appendices.
3.2 The scope of support, service availability, response targets and escalation procedures are defined in the applicable Service Level Agreement ("SLA"), where selected.
3.3 Unless explicitly agreed otherwise in an Order Form or SLA, support is provided on a best-effort basis during business hours.
3.4 Support obligations do not extend to:
– the Client's eCommerce platform;
– third-party software, services, APIs or extensions;
– issues caused by changes to systems outside JMango360's control.
3.5 JMango360 does not guarantee uninterrupted availability of the Services and does not provide service credits or penalties unless explicitly agreed in writing.
3.6 JMango360 may perform maintenance or updates and will use reasonable efforts to notify the Client in advance where practicable.
Article 4 – Intellectual Property & Ownership
4.1 All intellectual property rights relating to the JMango360 platform, software, frameworks, templates, tools, configurations, documentation and know-how ("JMango360 IP") remain exclusively vested in JMango360.
4.2 The Client is granted a non-exclusive, non-transferable right to use the Services during the term of the Agreement, subject to compliance with the Agreement and payment of applicable fees.
4.3 The Client retains ownership of its own data, content, branding materials, product information and customer data ("Client Content").
4.4 JMango360 is permitted to process Client Content solely for the purpose of providing the Services and in accordance with applicable data protection laws.
4.5 Mobile applications are published under the Client's Apple App Store and Google Play developer accounts, where applicable.
4.6 The Client shall not copy, reverse engineer, decompile or otherwise attempt to derive the source code or underlying structure of the JMango360 platform, except to the extent permitted by mandatory law.
Article 5 – Fees, Invoicing & Payment
5.1 The Client shall pay the fees specified in the applicable Order Form and Final Pricing Schedule, which may include:
– one-off onboarding or setup fees;
– recurring base license fees;
– SLA fees (if applicable);
– usage-based fees;
– fees for modules, integrations or additional services.
5.2 Fees commence as specified in the Order Form.
5.3 One-off fees are invoiced upon execution of the Order Form. Recurring fees are invoiced monthly in advance. Usage-based fees are invoiced monthly in arrears based on measured usage.
5.4 All invoices are payable within thirty (30) days unless otherwise agreed in writing.
5.5 Usage metrics are determined by JMango360 using its internal systems and are leading and binding for invoicing purposes.
5.6 If payment is not received when due, JMango360 may charge statutory interest, recover reasonable collection costs and suspend Services until payment is received.
5.7 Fees are exclusive of VAT and other applicable taxes.
5.8 For Clients operating under legacy agreements, invoicing and payment remain governed by the applicable agreement unless explicitly amended in writing.
Article 6 – Liability & Limitation
6.1 JMango360 shall perform the Services with reasonable care and skill.
6.2 JMango360 shall not be liable for indirect or consequential damages, including loss of profit, revenue, data or business opportunities.
6.3 JMango360's total aggregate liability shall not exceed the fees paid by the Client in the twelve (12) months preceding the event giving rise to the claim.
6.4 Nothing in this Agreement limits liability that cannot be excluded under mandatory law.
6.5 Legacy Clients remain subject to the liability provisions of their applicable agreement unless amended in writing.
Article 7 – Termination & Consequences
7.1 The Agreement may be terminated in accordance with the applicable Order Form or Agreement.
7.2 Upon termination:
– all outstanding fees become immediately due;
– the Client's right to use the Services ceases;
– JMango360 may disable access to the Services.
7.3 Termination does not affect accrued rights or obligations.
Article 8 – Confidentiality
8.1 Each party shall treat confidential information received from the other party as confidential and use it solely for the performance of the Agreement.
8.2 Confidentiality obligations survive termination for five (5) years.
Article 9 – Data Protection & Privacy
9.1 Each party shall comply with applicable data protection laws, including the GDPR.
9.2 Where JMango360 processes personal data on behalf of the Client, such processing is governed by the applicable data processing provisions.
Article 10 – Force Majeure
10.1 Neither party shall be liable for failure or delay caused by events beyond its reasonable control.
10.2 If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Services.
Article 11 – Assignment & Subcontracting
11.1 The Client may not assign the Agreement without prior written consent.
11.2 JMango360 may subcontract or assign the Agreement to affiliated entities.
Article 12 – Governing Law & Jurisdiction
12.1 The Agreement is governed by the laws of The Netherlands.
12.2 Disputes shall be submitted exclusively to the courts of Amsterdam.
Article 13 – Miscellaneous
13.1 This Agreement constitutes the entire agreement between the parties.
13.2 Amendments must be agreed in writing.
13.3 Invalid provisions do not affect the validity of the remainder.
13.4 Failure to enforce any provision does not constitute a waiver.
13.5 Legacy agreements remain in force unless explicitly amended in writing.
