Legal
Terms and Conditions
Version: 31 March 2026
These terms and conditions apply to all services of Kaires. By using the Service or by entering into an Agreement with Kaires, the Client accepts these terms.
Article 1 — Definitions
In these terms and conditions, the following definitions apply:
1.1 Kaires: Kaires, established in Amsterdam, registered with the Chamber of Commerce, provider of the Service.
1.2 Client: the legal entity or natural person acting in the exercise of a profession or business that enters into an Agreement with Kaires.
1.3 Service: the music service offered by Kaires, consisting of the compilation and provision of background music for commercial use, offered in the variants Kaires Lite and Kaires Pro.
1.4 Kaires Lite: the variant of the Service in which Kaires provides contextual music curation based on the Spotify catalogue. The Client is responsible for obtaining a Spotify subscription and arranging the required music licences with Buma/Stemra and Sena.
1.5 Kaires Pro: the variant of the Service in which Kaires provides contextual music curation based on royalty-free music. All required music rights are included in the subscription. No separate licence with Buma/Stemra or Sena is required.
1.6 Location: an individual physical premises or business space of the Client where the Service is deployed. Each Location is billed separately.
1.7 Zone: a designated area within a Location with its own music profile, such as a lobby, restaurant, bar or workspace.
1.8 Agreement: the agreement between Kaires and the Client regarding the use of the Service, including these terms and conditions.
1.9 Pilot period: a trial period of a maximum of three (3) months during which the Client may test the Service under separately agreed terms.
1.10 Platform: the online dashboard and associated software through which the Client manages the Service, including setting music preferences, viewing analytics and managing Locations.
Article 2 — Applicability
2.1 These terms and conditions apply to all offers, quotations, agreements and services of Kaires.
2.2 The applicability of any purchase or other terms of the Client is expressly rejected.
2.3 Deviations from these terms and conditions are only valid if agreed in writing between Kaires and the Client.
2.4 If one or more provisions of these terms and conditions prove to be void or voidable, the remaining provisions shall remain in full force. The parties shall consult to agree on a replacement provision that approximates the purpose and intent of the original provision as closely as possible.
Article 3 — Service delivery
Kaires Lite
3.1 With Kaires Lite, Kaires provides contextual music curation based on the Spotify catalogue. The music is compiled based on factors such as location type, time of day, footfall and ambience.
3.2 To use Kaires Lite, the Client must hold a valid Spotify Premium subscription suitable for commercial use.
3.3 The Client is fully responsible for obtaining and maintaining the required music licences with Kaires Lite, including but not limited to licences with Buma/Stemra and Sena. Kaires accepts no liability for the absence of these licences.
Kaires Pro
3.4 With Kaires Pro, Kaires provides contextual music curation based on royalty-free music. The music does not contain works by composers affiliated with Buma/Stemra and does not contain human performances falling under the Neighbouring Rights Act.
3.5 With Kaires Pro, all required music rights are included in the subscription. The Client does not need to obtain a separate licence with Buma/Stemra or Sena for playing the music offered via Kaires Pro.
3.6 The guarantee under article 3.5 applies exclusively to music played via the Kaires platform. If the Client also plays other music (for example via radio, Spotify or its own music files), the Client is responsible for the required licences.
General
3.7 Kaires endeavours to deliver the Service with care and diligence, but does not guarantee that the Service will be available at all times without interruptions or errors.
3.8 Kaires reserves the right to modify the composition and offering of music, provided the overall quality and character of the Service do not materially change.
Article 4 — Agreement, duration and termination
Formation
4.1 The Agreement is formed at the moment the Client accepts a quotation or offer from Kaires in writing or digitally, or at the moment Kaires commences the performance of the Service.
Pilot period
4.2 Kaires may offer the Client a Pilot period of a maximum of three (3) months. The terms of the Pilot period, including any discounts, are agreed in writing in advance.
4.3 After the Pilot period, the Client may decide to enter into a regular subscription. If the Client does not enter into a subscription after the Pilot period, the Agreement ends by operation of law.
Contract duration
4.4 After the Pilot period, the Agreement is entered into for a period of twelve (12) months (annual subscription), unless otherwise agreed in writing.
4.5 The annual subscription is tacitly renewed for periods of twelve (12) months after expiry of the initial contract period, unless either party terminates the Agreement in writing with a notice period of two (2) months before the end of the current contract period.
4.6 By way of derogation from article 4.4, the parties may agree in writing that the Agreement is entered into on a monthly basis. In that case, a notice period of one (1) month applies.
4.7 Termination shall be in writing, including by email.
Article 5 — Prices and payment
Pricing model
5.1 The prices of the Service are calculated per Location per month. Each Location is billed separately.
5.2 The price per Location is determined based on factors such as the chosen variant (Lite or Pro), the sector, the size of the Location, the number of Zones and the number of Locations of the Client. The exact price is set out in the Agreement or quotation.
5.3 All stated prices are exclusive of VAT, unless expressly stated otherwise.
Payment
5.4 For an annual subscription, the full annual amount is invoiced in advance, unless otherwise agreed in writing. Kaires may, by mutual agreement, allow payment in two (2) instalments.
5.5 For a monthly subscription, invoicing takes place monthly in advance.
5.6 Payment is due within fourteen (14) days of the invoice date, unless otherwise agreed.
5.7 In the event of late payment, the Client is in default by operation of law. After a written reminder, Kaires is entitled to suspend the Service until the outstanding invoices have been settled.
5.8 In the event of late payment, the Client owes statutory commercial interest on the outstanding amount, plus extrajudicial collection costs of at least 15% of the outstanding amount with a minimum of €150.
Price changes
5.9 Kaires is entitled to adjust prices annually. Price changes are announced in writing at least two (2) months before the effective date.
5.10 If a price change amounts to an increase of more than 10%, the Client has the right to terminate the Agreement as of the date on which the new prices take effect, provided the termination is given in writing within thirty (30) days of the announcement of the price change.
Article 6 — Music rights and licences
This article is a core provision of these terms and conditions and governs the responsibility for music rights per variant of the Service.
Kaires Lite
6.1 With Kaires Lite, the Client is fully responsible for all music licences required for commercial music playback, including but not limited to:
- a Buma/Stemra licence for the public performance of copyright-protected musical works;
- a Sena licence for the neighbouring rights of performing artists and producers;
- a valid Spotify Premium subscription that permits commercial use.
6.2 Kaires informs the Client of these obligations when entering into the Agreement. Non-compliance with these obligations by the Client is entirely at the Client's own risk and expense.
6.3 Kaires accepts no liability for fines, claims, costs or damages arising from the absence of the licences referred to in article 6.1.
Kaires Pro
6.4 With Kaires Pro, Kaires exclusively delivers music that does not fall under the management of Buma/Stemra and does not contain human performances within the meaning of the Neighbouring Rights Act. On this basis, no separate licence with Buma/Stemra or Sena is required for playing this music.
6.5 Kaires guarantees that the music offered via Kaires Pro is royalty-free in the sense that:
- the music is not registered with or managed by Buma/Stemra;
- the music does not contain human performances protected by the Neighbouring Rights Act;
- Kaires holds the necessary permission to make the music commercially available.
6.6 The guarantee under article 6.5 applies exclusively to music played via the Kaires platform. If the Client also plays other music in addition to Kaires music, the Client is responsible for those licences.
6.7 If, despite the guarantee under article 6.5, a third party, including Buma/Stemra or Sena, files a claim against the Client regarding music played via Kaires Pro, Kaires shall indemnify the Client and reimburse the reasonable costs of defence, provided the Client promptly notifies Kaires of the claim in writing and leaves the handling of the claim to Kaires.
Changes in legislation
6.8 If changes in legislation result in licences from third parties being required for playing music offered via Kaires Pro, Kaires shall inform the Client as soon as possible.
6.9 In the event referred to in article 6.8, Kaires shall endeavour to provide a solution that enables the Client to continue using the Service without additional licence costs. If this proves not possible, the Client has the right to terminate the Agreement free of charge as of the date on which the new obligation takes effect.
Article 7 — Client obligations
7.1 The Client ensures a stable internet connection at each Location where the Service is used.
7.2 The Client uses the Service exclusively as background music in its own business premises and does not make the music available to third parties, nor copy, download or distribute the music outside the Kaires platform.
7.3 The Client provides Kaires with timely and complete information necessary for delivering the Service, including data about the Location(s), the type of business premises and the desired music profile.
7.4 The Client informs Kaires in writing of changes to the number of Locations, closures or relocations. New Locations are added to the Agreement and billed separately.
7.5 The Client is responsible for keeping login credentials for the Platform confidential and shall promptly notify Kaires of any unauthorised use.
7.6 When using Kaires Lite, the Client is additionally responsible for complying with the obligations described in article 6.1.
Article 8 — Availability and maintenance
8.1 Kaires aims for a Service availability of 99.5% on an annual basis, measured excluding scheduled maintenance.
8.2 Kaires is entitled to temporarily take the Service out of operation for maintenance, updates or modifications. Kaires endeavours to announce scheduled maintenance in advance and to perform it outside business hours.
8.3 Kaires is not liable for interruptions resulting from failures in the Client's internet connection, power outages at the Location, or failures at third parties on which the Service depends.
8.4 If the Service is unavailable for more than 48 consecutive hours due to a cause attributable to Kaires, the Client is entitled to a pro rata credit of the subscription fee for the period of unavailability.
Article 9 — Intellectual property
9.1 All intellectual property rights in the Platform, the software, the algorithms, the music curation technology and all other materials developed by Kaires vest exclusively in Kaires or its licensors.
9.2 The Client obtains only a non-exclusive, non-transferable right to use the Service for the duration of the Agreement.
9.3 The Client is not permitted to copy, reverse-engineer, decompile or modify the software, the Platform or any part thereof.
9.4 Analytics, reports and insights made available via the Platform may only be used by the Client for internal business purposes.
Article 10 — Privacy and data processing
10.1 Kaires processes personal data in accordance with the General Data Protection Regulation (GDPR) and other applicable privacy legislation.
10.2 Kaires collects data on music usage per Location, including playback behaviour, times and preferences. This data is used to improve music curation and generate analytics for the Client.
10.3 Kaires does not share Client data with third parties, unless this is necessary for the performance of the Service, on the basis of a legal obligation, or with the Client's express consent.
10.4 If Kaires processes personal data on behalf of the Client in the performance of the Service, the parties shall enter into a data processing agreement in accordance with the GDPR.
10.5 The Client informs its employees and visitors, where applicable, about the use of the Service and the associated data processing.
Article 11 — Liability
11.1 The liability of Kaires is limited to direct damages and shall in no event exceed the total amount paid by the Client to Kaires in the twelve (12) months preceding the event giving rise to the damage for the relevant Location.
11.2 Kaires is not liable for indirect damages, including but not limited to loss of profit, lost revenue, loss of customers, reputational damage or consequential damages.
11.3 The limitations of liability in this article do not apply in the event of intent or wilful recklessness on the part of Kaires.
11.4 The liability of Kaires with respect to music rights is governed by article 6. The indemnification under article 6.7 constitutes the sole and complete remedy of the Client in respect of third-party claims relating to music rights with Kaires Pro.
11.5 The Client indemnifies Kaires against all third-party claims related to the Client's use of the Service, insofar as these claims result from acts or omissions of the Client, including non-compliance with the obligations under article 6.1 with Kaires Lite.
Article 12 — Force majeure
12.1 Kaires is not obliged to fulfil any obligation if it is prevented from doing so as a result of force majeure.
12.2 Force majeure includes in any event: internet failures, power outages, failures at suppliers or third parties, government measures, changes in legislation that make service delivery impossible or unreasonably onerous, epidemics, natural disasters and war.
12.3 If the force majeure situation lasts longer than ninety (90) days, both parties have the right to dissolve the Agreement in writing. In that case, the Client is entitled to a refund of the subscription fee for the remaining contract period.
Article 13 — Termination
13.1 Without prejudice to the provisions of article 4, Kaires may dissolve the Agreement with immediate effect if:
- the Client is in default on the payment of invoices and this default has not been remedied within fourteen (14) days of a written reminder;
- the Client is declared bankrupt, applies for a moratorium on payments, or ceases business operations;
- the Client uses the Service in violation of these terms and conditions or in a manner that harms the interests of Kaires or third parties.
13.2 Upon termination of the Agreement, the right to use the Service and the Platform lapses immediately. The Client must cease use of the Service at all Locations.
13.3 Amounts already invoiced and paid will not be refunded upon early termination by the Client, unless the termination is the result of an attributable shortcoming by Kaires or the situation referred to in article 6.9.
13.4 Kaires shall delete the Client's data within thirty (30) days after termination of the Agreement, unless a statutory retention obligation prevents this.
Article 14 — Confidentiality
14.1 Both parties undertake to maintain the confidentiality of all confidential information they have received from the other party in the context of the Agreement.
14.2 Confidential information includes in any event: price agreements, business data, technical information about the Platform, and analytics data.
14.3 The confidentiality obligation does not apply to information that:
- is or becomes publicly known without the involvement of the receiving party;
- was already lawfully in the possession of the receiving party;
- must be disclosed on the basis of legislation or regulation.
14.4 The confidentiality obligation remains in force for the duration of the Agreement and two (2) years after its termination.
Article 15 — Amendment of terms
15.1 Kaires is entitled to amend these terms and conditions. Amendments are communicated to the Client in writing at least thirty (30) days before the effective date.
15.2 If the Client does not agree with the amended terms, the Client has the right to terminate the Agreement as of the date on which the amended terms take effect.
Article 16 — Applicable law and disputes
16.1 These terms and conditions and all agreements between Kaires and the Client are exclusively governed by Dutch law.
16.2 Disputes arising from or related to the Agreement shall in the first instance be submitted to the competent court in the district of Amsterdam.
16.3 Before submitting a dispute to the court, the parties shall endeavour to resolve the dispute by mutual consultation.