Terms and Conditions

1. Definitions

Caddy (“us”, “we”, or “our”): Caddy Software B.V. as defined under Article 2;
Terms: the Terms of Service that govern your use of our plugins including the Caddy plugin for Autodesk Civil3D (each, a “Plugin”, and collectively, the “Plugins”); our websites including caddy.tools, caddytools.eu and any other websites that we may later own or operate (each, a “Website”, and collectively, the “Websites”), our application program interfaces (“APIs”), and our collaboration tools and other products and services we may later own or operate (collectively, with the Plugins, Websites, and APIs, the “Services”);
Licensee: a natural person that uses or intends to use the Services;
Educational Licensee: an individual that has been enrolled at a recognised educational institution, including high school, university or vocational training college, with the aim of following education and obtaining a diploma or certification and not commercial use whatsoever;
Organization: any legal entity, including but not limited to corporations, partnerships, limited liability companies, non-profit entities, and educational institutions, as well as natural persons, to which a Licensee is associated. Each licensee is associated with one Organization only. Each organization has at least one designated representative (“Organization Administrator”);
Party(ies): Caddy and the Organization together or each as an individual contracting party;
Agreement/Subscription agreement: any agreement/order between Parties for the provision of services/delivery of goods by Caddy to Licensee;
Third Party(ies): any entity that is not Caddy.

2. Company Information

Name of company: Caddy Software B.V.
Email: support@caddy.tools
Website: www.caddy.tools
Office Address and Registered Address:
Bellamystraat 22-2
1053BL Amsterdam
The Netherlands
Chamber of Commerce registration: 94146152

3. General

By using the Services, you agree to be bound by these Terms. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.
You may only use the Services if you are old enough to consent (by yourself and not by a parent or guardian) to share your data under applicable law. For example, you must be 16 years or older under European Union law.
Except as otherwise expressly authorized in these Terms, you will not, and will ensure your employees, contractors, and other persons associated with your Caddy account (“Authorized Users”) do not, and will not encourage or assist third parties to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services (except to the extent that such a restriction is impermissible under applicable law); (ii) provide, sell, resell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services; (iii) copy, modify, create derivative works of, or remove proprietary notices from the Services; or (iv) circumvent any technical limitations implemented by Caddy.
As part of the registration process, you will identify a username and password for your Caddy account. You represent and warrant that all registration information, including with respect to the list of domains owned or controlled by you for purposes of domain capture, you provide is truthful, accurate, and complete, and that you will maintain the accuracy of such information. You are responsible and liable for maintaining control over your account, including the confidentiality of your username and password, and are solely responsible and liable for all activities that occur on or through your account and all Authorized Users’ accounts, whether authorized by you or not.
We welcome feedback, comments, and suggestions (“Feedback”). As we need to be able to freely work with your Feedback to improve the Services, you hereby irrevocably transfer and assign all right, title, and interest (including all intellectual property rights, such as copyrights or trade secrets) in and to the Feedback, including any and all “moral rights” that you might have in such Feedback, and you hereby forever waive and agree never to assert any and all “moral rights” you may have in the Feedback. Caddy will have the right to collect and analyze data and other information relating to the access, use, and performance of the Services (“Usage Data”) and Caddy will be free (during and after the Term) to use Usage Data in de-identified and aggregated form to maintain, improve, and enhance Caddy’s products and services. Examples of Usage Data include technical logs, metadata, and usage information such as how many times a tool of Caddy is used.
You may invite others to become part of your Organization. If the invitee accepts your invitation, they become part of your Organization.
Caddy reserves the right to not fulfill a completed agreement, for example, if it has reasonable doubts or information that the Licensee will not meet its financial obligations towards Caddy. If Caddy refuses, it will inform the Licensee of this refusal in writing within a reasonable period after concluding the agreement.
Caddy has the right of settlement and/or suspension in the event of outstanding claims of the Licensee or in cases the Licensee does not properly, fully execute their responsibilities stated in the Agreement.
The Agreement between Parties holds for the period of one month or year and is automatically renewed after each month or year, respectively. Only after termination from either Party will the Agreement cease to hold.
These Terms also apply to future, additional and/or follow up orders.
These Terms apply to every offer and all (legal) actions of Caddy and to every agreement concluded between Caddy and the Licensee.
Unless explicitly agreed otherwise in writing, the applicability of other (general) Terms are excluded.
Deviations and/or additions to these Terms are only valid if they have been expressly agreed in writing.
If Caddy does not always require strict compliance with these Terms, this does not mean that the provisions thereof do not apply or that Caddy would to any extent lose the right to ensure strict compliance with the provisions of these Terms.
If any provision of these Terms cannot be enforced based on reasonableness and fairness, or if a provision is considered unreasonably burdensome, then the relevant provision will apply in a manner consistent with its intended content and scope. In each case, the provision will be interpreted as closely as possible to its original meaning to ensure it can still be invoked.
Caddy can not guarantee that the work it carries out will always achieve the result desired by you. The accepted assignment leads to an obligation of best efforts and in particular not to an obligation of results.
Caddy is entitled to engage Third Parties for the execution of the agreement.

4. Education

An Educational licensee can use Caddy’s services for a fourteen (14) trial period. During this period the licensee must send a request to Caddy for the use of the Services for educational purposes as defined for the Educational license. Additionally, the licensee should provide proof that they are registered with a recognized educational institution.
If the Licensee is designated as an educational licensee, the educational licensee is entitled to a free subscription from Caddy. In these cases, Caddy can only be used for educational purposes. An Educational licensee is expressly not entitled to use Caddy’s services for commercial purposes, and an Educational Licensee cannot be linked to a commercial Organization.
Caddy reserves the right to designate and revert the educational license as it sees fit.

5. Terms of Use

You are responsible for using the Service in compliance with all applicable laws and regulations and Caddy’s documentation or help pages.
While using the Services, do not:
1. damage, disable, override, interfere with, or circumvent any aspect of the Services (including any safety, integrity, or privacy filters, instructions, controls, safeguards, or other mechanisms offered by, as part of, or with the Services);
2. interfere with the Services operation (e.g., by exceeding or trying to exceed load specifications or by using the Services to generate synthetic data) or anyone else’s use of the Services;
3. impersonate anyone or misrepresent your connection with any person or entity;
4. use the Services to compete with Caddy, or copy any ideas, features, functions, or graphics of the Services;
5. access or use the Services in a manner intended to avoid incurring fees owed (e.g. by suppressing user count by downgrading users immediately before a billing or true-up event and re-upgrading the same users promptly thereafter);
6. act in bad faith;
7. scrape, data mine, or except as explicitly permitted by publicly available Caddy APIs, access Caddy or Caddy content (including third party content made available through Caddy) programmatically;

6. Obligations

The Licensee must ensure that all data, documents, and information that Caddy identifies as necessary for executing the Agreement, or that the Licensee should reasonably understand to be necessary, are provided to Caddy in a timely, complete, and accurate manner, and in the correct format. Caddy is not obligated to verify the accuracy of the information or documents provided. Any defects or issues arising from inaccurate or incomplete information are entirely the responsibility of the Licensee. All costs incurred by Caddy due to incorrect, late, or incomplete information provided by the Licensee will be charged to the Licensee.
The Licensee is obliged to inform Caddy immediately about facts and circumstances that may be important in the execution of the Agreement.
An Organization Administrator is responsible for ensuring that the list of Licensees registered is accurate at all times, in particular at the start of each month or year, respectively, as this will determine the licenses to be billed. Additionally, an administrator must keep all billing information up to date and accurate to facilitate proper invoicing. Any discrepancies or inaccuracies in the registration of Licensees or billing information may result in incorrect charges, for which the Organization will be responsible.

7. Dissolution

If the Licensee fails to comply with the Terms, is declared bankrupt, applies for (provisional) suspension of payment and/or deferral of payment, liquidates their company, or if their assets are seized in whole or in part, Caddy has the right to suspend the execution of the Agreement or to terminate and/or dissolve the Agreement in whole or in part by operation of law and without prior notice through a written statement. This decision is at Caddy's discretion and does not prejudice any right to compensation for costs, damages, and interest.

8. Extension of an Agreement and Termination

The Agreement concluded between the Parties is a continuing performance agreement, this agreement will be automatically renewed on a monthly or yearly basis, respectively.
If the Licensee wishes to cancel the Agreement, this can be done at any time, however, the cancellation will only be effective at the end of the current subscription period. The Licensee will not receive a refund of any of the subscription fees paid for the current subscription period at the time of cancellation.
The Licensee can cancel the agreement by either sending an email to support@caddy.tools or by canceling through their account on the Website.

9. Liability

Caddy is not liable for indirect and direct damage. The liability of Caddy for damage resulting from intent or deliberate recklessness on the part of Caddy is not excluded.
If Caddy can still be held liable in a specific case, regardless of what is determined in this article, this only applies to direct damage. In those cases, the total liability of Caddy will be limited to compensation for damage up to a maximum of the amount of the fee stipulated for that Agreement (excluding VAT).
The amount of compensation will never exceed the amount paid out by Caddy's liability insurance.
If Caddy can be held liable for direct damage, direct damage is exclusively understood to mean:

a. the reasonable costs that the Licensee would have to incur to ensure that the performance of Caddy complies with the Agreement; However, this replacement damage will not be compensated if the Agreement is dissolved by or at the request of the Licensee;

b. the reasonable costs that the Licensee has incurred for being forced to keep its old system or systems and related facilities operational for a longer period of time because Caddy has not delivered on a final delivery date that is binding on it, minus any savings resulting from the delayed delivery;

c. the reasonable costs incurred to determine the cause and extent of the damage insofar as this determination relates to damage within the meaning of these Terms;

d. the reasonable costs incurred to prevent or limit damage insofar as the Licensee demonstrates that these costs have led to limitation of damage within the meaning of these Terms.
The Licensee indemnifies Caddy against any claims from Third Parties who suffer damage in connection with the execution of the Agreement.

General provision regarding liability:

If the Agreement is a continuing performance agreement with a term of more than 6 (six) months, the fee stipulated for that Agreement will be set at the total of payments (excluding VAT) of the past 6 (six) months prior to the event that caused the damage.
The condition for the existence of any right to compensation is that the Licensee reports the damage in Writing to Caddy as soon as possible after it has occurred. Any claim for damages against Caddy will lapse upon the mere expiration of 12 (twelve) months after the event that caused the damage.
Caddy is not liable for damage caused by assistants as referred to in art. 6:76 BW.
Caddy is not liable for damage of any nature whatsoever because Caddy relied on incorrect and/or incomplete information provided by the Licensee or if the Licensee provided this information too late.
Caddy is not liable for any damage suffered by the Licensee as a result of failure to comply with the obligations as described in Article 6 - 'Obligations of the Licensee'.
Caddy reserves the right to automatically perform updates and improvements to the software program ('updates over the air'). These updates are intended to improve the functionality, security, and overall performance of the Service. The Licensee acknowledges and accepts that temporary interruptions, bugs or other malfunctions may occur during or after such updates. Caddy is not liable for any direct or indirect damage resulting from such updates or their consequences.

10. Force majeure

In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Caddy to fulfill any obligation towards the Licensee cannot be attributed to Caddy in the event of a circumstance independent of the will of Caddy, as a result of which the fulfillment of its obligations towards the Licensee is prevented in whole or in part or as a result of which the fulfillment of its obligations cannot reasonably be expected from Caddy. These circumstances include non-performance by suppliers or other Third Parties, (power) disruptions, cyber-attacks, network errors or disruptions, computer viruses, extreme weather conditions, fire (danger), (imminent) danger of war, pandemics, epidemics, quarantines, absenteeism due to illness, disability, strikes, government measures.
If a situation as referred to in paragraph 1 of this article occurs as a result of which Caddy cannot meet its obligations towards the Licensee, those obligations will be suspended as long as Caddy cannot meet its obligations. If the force majeure situation has lasted 30 (thirty) calendar days, both Parties have the right to terminate the Agreement in writing in whole or in part. In that case, Caddy is not obliged to compensate for any damage, even if Caddy enjoys any advantage as a result of the force majeure situation.
If the Agreement ends due to force majeure, as referred to in this article, Caddy is entitled to payment for the hours already worked or investments made at the time of termination of the Agreement.

11. Warranty of Caddy Services

Caddy ensures that it acts as a proper service provider. Caddy therefore guarantees that the Services it provides comply with the Agreement, the specifications and/or details stated in the offer, the reasonable requirements of usability and reliability and the legal requirements existing on the date of the conclusion of the Agreement provisions and/or government regulations.

12. Subscription Fee

The subscription fee is determined by the fee listed on the Website for the type of license registered. It is denominated in euros and is exclusive of VAT and other sales levies, unless otherwise agreed.
Billing will occur to the Organization at the start of each month or year, respectively, based on the number of licenses registered on the Organization’s account at the time of billing, with a monthly or yearly flat fee that will not be pro-rated for the period of use.
Caddy reserves the right to change the prices at any time, this will be communicated to the Licensee in writing 1 (one) month before the price is implemented. In that case, Licensee has a right of immediate termination at the time the price change takes effect.
New Licensees that register without using an invitation link, enjoy a 14-day free trial period during which no licensing fees will be charged. Subscription fees will begin after this trial period ends.
Caddy reserves the right to change the trial period at any time. Any changes to the duration of the trial period will be communicated in advance.
Discounts and quoted amounts do not automatically apply to future and/or follow-up Agreements.

13. Payment of invoices

Unless otherwise specified in the Agreement or additional Terms, the amounts owed by the Organization will be collected via direct debit within 14 (fourteen) days from the invoice date. The Organization authorizes the use of a third-party payment provider for the collection of payments if necessary.
If, notwithstanding the first paragraph, the Organization receives invoices from Caddy, the amounts owed by the Organization must be paid within 14 (fourteen) days after the invoice date.
The Organization has the obligation to immediately report any inaccuracies in payment details provided or stated to Caddy.
If the Organization does not meet their payment obligation(s) on time, Caddy will inform them of the late payment and the Organization will be granted a period of 7 (seven) days to still meet the payment obligations. If payment is not made within this seven-day period, the Organization is in default. As a result, the Organization also owes statutory (commercial) interest on the amount still owed. In addition, Caddy is entitled to charge extrajudicial collection costs incurred by it.
In the event of (reasonable prospect of) bankruptcy, liquidation or suspension of payments or debt restructuring in the context of the WSNP, the claims of Caddy on the Organization and the obligations of the Licensee towards Caddy are immediately due and payable.
Payments made by the Organization always serve firstly to settle all interest and costs due, and secondly to settle due and payable invoices that have been outstanding the longest, even if the Organization indicates that the payment relates to a later invoice.

14. Support

All support requests or reports of disruptions in services should be addressed to support@caddy.tools.

15. Complaints

The Licensee can no longer appeal for a defect in performance if they have not reported the issue to Caddy within 1 (one) month after the issue was discovered or reasonably should have discovered the defect. If there is a visible defect upon delivery, a period of 48 (forty-eight) hours applies.
Caddy will always try to resolve complaints as quickly as possible.
If a complaint is not reported to Caddy within the periods stated in the previous paragraphs, the Service is deemed to comply with the Agreement and to function in accordance with the Agreement.
Complaints do not suspend the Licensee's payment obligation if the Licensee acts on behalf of a profession or business.
Complaints regarding legal issues can be reported to the email address: legal@caddy.tools. For all other complaints, Caddy can be reached at support@caddy.tools.

16. Transfer

The Licensee's financial rights and obligations under this Agreement may not be transferred to a Third Party without the prior written consent of Caddy. This provision applies as a clause with property law effect as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.
Caddy's rights and obligations under this Agreement may be transferred to Third Parties. If the Licensee is a Consumer, the Licensee has the right to terminate the Agreement if the rights and obligations of Caddy are transferred to a Third Party. This provision applies as a clause with property law effect as referred to in Article 3:83 paragraph 2 of the Dutch Civil Code.
Caddy has the right to transfer its claims arising from this Agreement to a third party, including a factoring company. The Licensee agrees that Caddy may transfer its rights under this Agreement to a third party for factoring purposes, with the Licensee continuing to perform its obligations under this Agreement to such third party.

17. Intellectual property

All intellectual property rights relating to and/or resulting from the Agreement executed by Caddy, remain with Caddy. The Licensee is granted a non-exclusive, non-transferable, and non-sublicensable license to access and use the Services solely for internal business or educational purposes, depending on the type of Service.
All intellectual property rights relating to the supplied Software as a Service (SaaS), including but not limited to copyrights, patents and trademarks, remain the property of Caddy. The Licensee only obtains a license to use the Software as a Service, no other rights are granted other than licenses, unless otherwise agreed in writing.
In the event that the Licensee makes proposals for new functionalities or improvements to the Software, the Licensee acknowledges and accepts that these proposals and the resulting new functionalities remain the full and exclusive property of Caddy. The Licensee has no right to the intellectual property of these proposed functionalities unless expressly agreed otherwise in Writing between the Parties.
Unless expressly agreed otherwise in Writing, the Licensee is not authorized to grant sub-licenses to Third Parties.
Caddy has the right to use the Licensee's name and logo for reference or promotion.
The Licensee indemnifies Caddy against claims from third parties regarding intellectual property rights.
If the Licensee acts in violation of this article, the Licensee will owe an immediately due and payable fine in the amount of 200,000 (two hundred thousand) euros for each violation, as well as an amount of whether normal work is carried out on this day or not, the violation/non-compliance continues. The previous sentence applies without prejudice to Caddy's right to claim (additional) compensation.

18. Phasing out

Caddy is expressly permitted to phase out functionalities.
If Caddy uses paragraph 1 of this article, the Licensee will be informed in the first week of each quarter that one/several functionality(ies) will be phased out in that quarter, in which period this will occur and which functionality(ies) these are.
If the Licensee does not agree with the phasing out of a functionality as referred to in paragraph 1 of this article, the Licensee will substantiate this in writing within 5 (five) working days and share it with Caddy. The parties will then discuss the objection no later than 7 (seven) days after the date of the objection. If it is established during this discussion that the objection was fully or partially justified, Caddy will refrain from phasing out that functionality.

19. Confidentiality

The Licensee is to maintain the confidentiality of all confidential information the Licensee receives from Caddy in the context of the agreement. Information is confidential if this has been communicated by Caddy or if this reasonably arises from the nature of the information.
If the Licensee violates paragraph 1 of this article, the Licensee, regardless of whether the violation can be attributed to the Licensee and without prior notice of default or legal proceedings, owes Caddy an immediately payable fine of 25,000 (twenty five thousand) euros, for any violation without there having to be any form of damage, without prejudice to the other rights of Caddy, including its right to claim damages in addition to the fine.

20. Custom Services

The Licensee may request custom services or development outside the standard SaaS offering. Upon such a request, Caddy will assess the feasibility and determine whether to proceed with the requested custom functionality. If Caddy agrees, it will provide a written project scope and an associated quote specifying time investment and associated costs.
A signed quote from the Licensee constitutes formal acceptance and is binding for both parties regarding the scope, timeline, and costs. The project will commence only after Caddy receives the signed quote and the initial payment as specified below.
Caddy will invoice the Licensee upon receipt of the signed quote. The Licensee must pay at least forty percent (40%) of the total invoiced amount before project commencement. The remaining balance is due within the agreed invoice payment term. Alternatively, Caddy and the Licensee may agree in writing to a staged billing structure based on project milestones, time intervals, or other mutually agreed criteria. Such arrangements must be confirmed in writing before development begins.
Upon completion of the time specified in the quote, Caddy will deliver the results to the Licensee. If additional work is required beyond the original scope, the Licensee may submit a new request for custom services, which will be addressed in accordance with this clause.
Where applicable, Caddy may offer a Service Level Agreement (SLA) for custom services, specifying metrics such as uptime, response times, support levels, and associated costs. Any SLA must be agreed upon in writing prior to the commencement of custom services.
Unless explicitly agreed otherwise in writing, all custom functionalities, improvements, or features developed by Caddy remain the sole intellectual property of Caddy and are subject to Article 17 (Intellectual Property) of these Terms. The Licensee is granted a limited, non-exclusive, non-transferable license to use such custom features for its internal business purposes only. Caddy reserves the right to reuse, modify, or integrate these features into its standard products or for other clients.
All delivery timelines for custom services are indicative and do not constitute strict deadlines. Delays in delivery do not entitle the Licensee to compensation, unless otherwise expressly agreed in writing.
Caddy warrants that custom services will be performed with commercially reasonable skill and care. Except as expressly stated, all warranties, conditions, and representations, whether express or implied, are excluded to the fullest extent permitted by law. Caddy’s liability for custom services is limited as set forth in Article 9 (Liability).
Either party may terminate the custom services engagement in accordance with Article 8 (Extension of an Agreement and Termination). If terminated, the Licensee remains liable for all work performed and costs incurred up to the effective date of termination.

21. Applicable law

Agreements between Caddy and the Licensee are exclusively governed by Dutch law.
Disputes between Parties will be resolved as much as possible through proper consultation. All disputes between the Licensee and Caddy will be settled exclusively by the competent court in the district in which Caddy is located.

22. Survival

The provisions of these Terms and the Agreement that are intended to remain valid after termination of the agreement will remain in full force after termination of the Agreement.

23. Amendment or addition

Caddy is entitled to unilaterally change or supplement these Terms. In such cases, Caddy will inform the Licensee on the Website or through other communications.
If the Licensee continues to use the Services after any amendments, this indicates their acceptance of the modified terms. The Licensee will have 30 days from the date of notification to cancel their subscription if they do not agree with the changes.
If the change as referred to in the previous paragraph is based on a valid reason stated in the Agreement, the Licensee has no right to refuse the change or dissolve the Agreement. An example of a valid reason is a change in law that requires the conditions to be adjusted.

Version: March 27th, 2025