Kaduk / ION-T sp. z o.o.

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PART 1 — General Provisions

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1. Scope

1.1. These General Terms of Engagement ("Terms") govern the provision by ION-T sp. z o.o. ("Kaduk", "we", "us") of instruments, platforms, components, conservation services, access programs, rentals, deployments, documentation support, and related professional services.

1.2. These Terms apply to all inquiries, quotations, agreements, deliveries, rentals, deployments, and services provided by Kaduk, whether initiated via the website, email, written proposal, or direct communication, unless expressly replaced by a separate written agreement signed by Kaduk.

1.3. Website content, platform descriptions, configuration examples, and indicative pricing are provided for informational purposes only and do not constitute a binding offer. A binding commitment arises only upon written confirmation by Kaduk.

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2. Professional and Custom Context

2.1. Kaduk operates as a specialist instrument builder and technical studio. Its instruments and services are professional, configuration-dependent, and often custom or made-to-order.

2.2. Many offerings require client-provided information, measurements, site conditions, regulatory documentation, or other inputs. Kaduk may assist in preparing or reviewing such inputs; however, unless expressly agreed otherwise in writing, responsibility for their correctness remains with the client.

2.3. Production, access initiation, rental commencement, deployment, or conservation work begins only after the relevant inputs and conditions have been explicitly confirmed.

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3. Consumer Law and Mandatory Rights

3.1. Some Clients may qualify as consumers within the meaning of applicable consumer protection law.

3.2. Nothing in these Terms is intended to exclude, restrict, or waive any mandatory rights or remedies that apply to consumers under applicable law.

3.3. Where mandatory consumer protection provisions apply, these Terms shall be interpreted and applied in a manner consistent with those provisions. Any rights not mandated by law are governed exclusively by these Terms.

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4. Definitions

For the purposes of these Terms:

4.1. Instrument means any Kaduk-manufactured or Kaduk-supplied musical instrument, including Tendens, Individu, Fundament, and related configurations.

4.2. Platform means a Kaduk system family that may exist in multiple configurations and may evolve over time, including Tendens, Individu, Fundament, KiPI, and Fairkey.

4.3. Access means a contractual arrangement granting use of an Instrument or Platform configuration without transfer of ownership, under defined technical and custody conditions.

4.4. Rental means a contractual arrangement granting use of an Instrument or Component without transfer of ownership, against an entry fee and/or recurring fees.

4.5. Deployment means the temporary provision of an Instrument for short-term professional use, such as concerts, festivals, touring, recordings, or special events.

4.6. Client means the individual or legal entity receiving instruments, access, rental, deployment, or services from Kaduk.

4.7. Component means any part, subsystem, keyboard, interface, case, hardware, software, or documentation supplied by Kaduk.

4.8. Reference Condition means the operational, calibration, and technical state defined and maintained by Kaduk for professional use at a given moment.

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5. Hierarchy of Documents

In the event of any inconsistency, the following order of precedence applies:

(a) a separate written agreement or contract signed by Kaduk,

(b) a project-specific written quotation or statement of work accepted by the parties,

(c) any platform-specific addendum expressly incorporated,

(d) these Terms,

(e) website content and other informational materials.

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6. Governing Law and Jurisdiction

6.1. These Terms and any agreement between the Client and Kaduk are governed by the laws of Poland.

6.2. Any disputes shall be submitted to the competent courts in Poland, unless expressly agreed otherwise in writing.

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7. Company Identification

Kaduk is operated by ION-T sp. z o.o., registered in Poland. Full company details are provided in the website imprint and on official quotations and invoices.

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PART 2 — Access, Rental, Custody & Ownership

 

8. Ownership and Title

8.1. Unless expressly stated otherwise in a written agreement, all Instruments and Components provided under Access, Rental, Deployment, or similar arrangements remain the property of Kaduk at all times.

8.2. No title, ownership right, or security interest is transferred to the Client under any Access, Rental, or Deployment arrangement.

8.3. Ownership transfers only where an Instrument or Component is explicitly sold as such and fully paid, under a written confirmation stating that ownership transfers.

8.4. Where payment for an Instrument or Component is agreed in installments or staged payments, ownership transfers only after full payment of all amounts due. Until ownership has transferred, the Client shall not sell, pledge, transfer, or otherwise dispose of the Instrument or Component, nor grant any rights in it to third parties.

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9. Access Models (Including Tendens Access)

9.1. Access arrangements grant the Client the right to use an Instrument in an agreed configuration for the duration of the Access term, without transfer of ownership.

9.2. Instruments provided under Access are maintained by Kaduk as current reference implementations of the relevant Platform. Configuration, system composition, calibration, and technical state may evolve over time.

9.3. Kaduk retains the right, where necessary, to service, replace, upgrade, or substitute components or subsystems to maintain Reference Condition and continuity of professional use.

9.4. The Client acknowledges that an Access Instrument does not represent a fixed or preserved historical configuration and that continuity of function and quality takes precedence over identity of individual components.

9.5. Access arrangements are contractual and are not offered through the webshop. Availability, scope, duration, and fees are confirmed individually in writing.

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10. Rental Models (Including Individu and Fundament Keyboard Rental)

10.1. Rental arrangements grant the Client the right to use an Instrument or Component for the agreed rental period, against payment of an entry fee and/or recurring rental fees.

10.2. Rental arrangements may run on a rolling basis following the initial entry period, unless otherwise agreed in writing.

10.3. Rented Instruments and Components remain Kaduk property and must be returned upon termination of the rental in accordance with Kaduk's instructions.

10.4. Where rental includes keyboard swaps (e.g. Fundament keyboard rental), swaps are permitted only under the conditions, frequency, and pricing specified at the time of agreement.

10.5. Rental arrangements do not constitute lease-to-own schemes unless expressly stated in writing.

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11. Custody, Use, and Care

11.1. During any period of Access, Rental, or Deployment, the Client acts as custodian of the Instrument or Component.

11.2. The Client shall:

• use the Instrument only for its intended purpose,

• ensure appropriate environmental conditions (temperature, humidity, handling),

• prevent unauthorized modification, repair, or adjustment,

• prevent use by third parties not covered by the agreement.

11.3. Normal wear consistent with professional use is distinguished from damage. Damage, misuse, negligence, or unauthorized modification remains the responsibility of the Client.

11.4. Kaduk may require the Client to maintain appropriate insurance coverage for Instruments under Access, Rental, or Deployment.

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12. Technical Authority and Intervention Rights

12.1. Kaduk remains the final technical authority for all Instruments and Platforms it provides under Access, Rental, or Deployment.

12.2. Kaduk may perform inspections, maintenance, calibration, or technical interventions as reasonably required to maintain Reference Condition or operational safety.

12.3. During Deployments and concerts, Kaduk-appointed technicians have authority over technical setup, calibration, and operational readiness.

12.4. Kaduk reserves the right to suspend use if continued operation would compromise safety, integrity, or technical specification.

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13. Substitution and Continuity of Use

13.1. Where required to ensure continuity of professional use, Kaduk may substitute an Instrument or major Component with another equivalent or superior implementation of the same Platform.

13.2. Substitution does not constitute non-performance, provided the substituted Instrument enables continued professional use consistent with the agreed scope.

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14. Termination and Return (Access & Rental)

14.1. Upon expiration or termination of an Access or Rental arrangement, the Client must make the Instrument or Component available for return, collection, or inspection as instructed by Kaduk.

14.2. The Client remains responsible for the Instrument until it has been returned to Kaduk or otherwise accepted following inspection.

14.3. Costs associated with return, transport, inspection, or restoration beyond normal wear may be charged to the Client.

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PART 3 — Transport, Deployment & Risk Allocation

 

15. Transport and Logistics

15.1. Transport of Instruments and Components provided under Access, Rental, Deployment, or purchase shall be carried out in accordance with Kaduk's instructions.

15.2. For reference-level instruments and deployments, Kaduk may require the use of:

• professional instrument transport,

• dedicated flight cases,

• specific handling and packing procedures.

15.3. Kaduk may arrange transport directly or require transport to be arranged by or through Kaduk. Where transport is arranged by the Client, Kaduk may impose conditions or refuse shipment if transport arrangements are deemed unsuitable.

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16. Risk During Transport

16.1. Responsibility for risk during transport depends on the agreed logistics model and is confirmed per project in writing.

16.2. Unless expressly agreed otherwise:

• risk transfers to the Client upon delivery at the agreed location, and

• risk transfers back to Kaduk upon confirmed return and inspection.

16.3. The Client shall immediately inspect the Instrument or Component upon delivery and report any visible transport damage without delay.

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17. Concert Deployment and Short-Term Use

17.1. Deployment refers to the temporary provision of an Instrument for concerts, festivals, touring productions, recordings, or special events.

17.2. Deployments may include:

• professional transport in flight cases,

• on-site setup and calibration,

• presence of a Kaduk technician,

• technical supervision during rehearsals and performances.

17.3. During Deployment, the Instrument remains under Kaduk's technical authority, even where physical custody is shared.

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18. On-Site Authority and Operational Control

18.1. Kaduk-appointed technicians have authority over:

• placement and setup,

• calibration and regulation,

• environmental requirements,

• operational readiness.

18.2. Instructions issued by Kaduk technicians during Deployment must be followed to ensure safe and proper use of the Instrument.

18.3. Kaduk may restrict or suspend use if site conditions, handling, or operational practices would compromise safety or technical integrity.

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19. Return to Reference Condition

19.1. After Deployment, Instruments are returned to Kaduk for inspection, servicing, and restoration to Reference Condition.

19.2. Restoration to Reference Condition is included in Deployment arrangements unless otherwise specified.

19.3. Damage beyond normal professional use may be charged to the Client.

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20. Insurance

20.1. Kaduk may require appropriate insurance coverage for Instruments during transport, Access, Rental, or Deployment.

20.2. Where insurance is required, the Client must provide proof of coverage upon request.

 

PART 4 — Conservation Services, Regulated Materials & Documentation

 

21. Scope of Conservation Services

21.1. Kaduk offers conservation services for historic instrument components, including ivory keytops, using modern, non-CITES composite and synthetic materials exclusively.

21.2. Conservation services are limited to stabilization, repair, and preservation of existing historic material. No protected biological material is introduced, replaced, or traded.

21.3. Conservation services do not constitute manufacture, trade, or sale of regulated materials.

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22. Regulatory Framework and Legal Context

22.1. Certain conservation services involve materials regulated under international and European wildlife trade law, including EU Regulation 338/97 and related national implementing rules.

22.2. Even where materials are historic, lawful, and remain in the ownership of the Client, their temporary removal, transport, and commercial conservation may require formal authorization.

22.3. Kaduk operates strictly within applicable EU regulatory frameworks and does not bypass, reinterpret, or substitute statutory requirements.

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23. Client Responsibilities (Permits and Authorization)

23.1. Where conservation involves regulated material, the Client is solely responsible for obtaining all required authorizations from their national authority, including but not limited to:

• Article 10 (or equivalent) authorization permitting commercial conservation work,

• any required confirmation allowing temporary transport and return.

23.2. Kaduk does not apply for permits, certificates, or authorizations on behalf of the Client.

23.3. Conservation work will not commence, and shipments will not be accepted, until the required authorizations are confirmed.

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24. Provenance and Documentation Requirements

24.1. The Client must provide a provenance declaration confirming that the regulated material forms part of a historic instrument.

24.2. This declaration includes, where available:

• instrument make and model,

• approximate year of manufacture,

• serial number (if available),

• confirmation that the material is original to the instrument.

24.3. Kaduk may provide documentation templates and guidance to assist the Client in preparing such records. Responsibility for accuracy remains with the Client.

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25. Visual Identification and Traceability

25.1. To ensure unambiguous identification, the Client must provide photographic documentation prior to shipment, including:

• the instrument as a whole,

• the keyboard installed in the instrument,

• the specific components removed,

• a clear layout of those components prior to packing.

25.2. This documentation is required to demonstrate:

• the origin of the components,

• that no additional regulated material is introduced,

• that transport is temporary and traceable.

25.3. Kaduk reserves the right to refuse undocumented or insufficiently documented shipments.

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26. Transport of Regulated Components

26.1. Only the specific components requiring conservation shall be shipped. Instruments themselves are not shipped unless expressly agreed.

26.2. Components are conserved and returned to the same Client and the same instrument from which they originated.

26.3. Kaduk does not accept responsibility for regulatory consequences arising from incomplete, inaccurate, or missing documentation provided by the Client.

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27. Division of Responsibility

27.1. Kaduk:

• performs conservation using modern, non-CITES materials only,

• documents the conservation work performed,

• returns the same components to the Client.

27.2. Kaduk does not:

• trade, declare, or sell regulated material,

• introduce new protected material,

• accept undocumented shipments,

• act as an ivory workshop or trader.

27.3. This division of responsibility is intentional and protects both parties.

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28. Geographic Scope

28.1. Conservation services involving regulated materials are offered only for instruments located within the European Union, unless expressly agreed otherwise in writing.

28.2. This limitation ensures a predictable and harmonized regulatory framework.

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PART 5 — Purchases, Non-Returnability, Cancellation & Fees

 

29. Purchase of Instruments and Components

29.1. Instruments or Components may be offered for purchase only where expressly stated in a written quotation or agreement.

29.2. Purchased Instruments are delivered in a defined configuration as confirmed at the time of order. Unless expressly agreed otherwise in writing, future updates, reconfiguration, or platform evolution are not included.

29.3. Many Instruments and Components are custom-built, configuration-dependent, or produced specifically for the Client.

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30. Confirmation and Commencement

30.1. Production, preparation, deployment, access initiation, rental commencement, or conservation work begins only after:

• written confirmation by Kaduk, and

• confirmation by the Client of all required inputs (including configurations, measurements, site conditions, documentation, or authorizations, as applicable).

30.2. Once such confirmation has occurred, commitments may involve irreversible work, allocation of capacity, or regulatory handling.

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31. Non-Returnability of Custom and Professional Services

31.1. Many Instruments, Components, and services provided by Kaduk are custom-built, configuration-dependent, or initiated specifically for the Client. Once confirmation has occurred and work has commenced, the following are non-returnable and non-refundable:

• custom-built Instruments or Components,

• Access arrangements,

• Rental arrangements,

• Deployments,

• conservation services,

• documentation preparation services.

31.2. This non-returnability applies irrespective of subsequent changes in preference, circumstance, or use context.

31.3. Where the Client is a consumer within the meaning of applicable consumer protection law, the statutory right of withdrawal does not apply to custom-made goods or services initiated at the Client's request, to the extent permitted under applicable mandatory law.

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32. Objective Exceptions (Limited)

32.1. An exception may apply only where:

• an Instrument or Component delivered by Kaduk objectively differs from what was explicitly confirmed in writing by Kaduk at the time of confirmation.

32.2. Any such claim must be notified in writing without delay after receipt or availability for use.

32.3. Subjective evaluation, preference, expectations, or later reinterpretation do not constitute grounds for return, cancellation, or refund. This section does not limit or exclude any mandatory statutory rights that may apply where the Client is a consumer.

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33. Cancellation by the Client

33.1. Cancellation requests must be made in writing.

33.2. Where cancellation occurs after confirmation or commencement, Kaduk may retain fees already paid to cover work performed, materials allocated, capacity reserved, or regulatory preparation.

33.3. Where cancellation occurs before confirmation, Kaduk may charge reasonable preparation or administrative costs.

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34. Fees, Pricing, and Taxes

34.1. All prices are exclusive of applicable taxes, duties, transport, insurance, and third-party costs, unless expressly stated otherwise.

34.2. Indicative pricing shown on the website is non-binding and may vary depending on configuration, scope, and location.

34.3. Fees are payable in accordance with the terms stated in the relevant quotation or invoice.

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35. Late Payment

35.1. Kaduk reserves the right to suspend work, delivery, Access, Rental, or Deployment in the event of late payment.

35.2. Late payments may incur statutory interest and recovery costs in accordance with applicable Polish law.

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PART 6 — Intellectual Property, Liability & Final Provisions

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36. Intellectual Property

36.1. All intellectual property rights relating to Kaduk Platforms, Instruments, Components, designs, constructions, measurement systems, documentation templates, drawings, software, photographs, text, and other materials remain the exclusive property of Kaduk or its licensors.

36.2. No rights are granted to the Client beyond those strictly necessary for the agreed use of an Instrument or Component.

36.3. The Client shall not copy, reproduce, reverse engineer, adapt, publish, distribute, or commercially exploit any Kaduk intellectual property without prior written consent.

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37. Use of Documentation and Records

37.1. Documentation provided by Kaduk (including conservation records, technical documentation, measurement templates, and reports) is intended for use in relation to the specific Instrument or project for which it was provided.

37.2. Kaduk may retain anonymized technical records for internal research, quality control, and platform development purposes.

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38. Confidentiality

38.1. Each party shall treat as confidential all non-public technical, commercial, logistical, regulatory, and organizational information received from the other party in connection with Instruments, Components, services, Access, Rental, Deployment, or conservation work.

38.2. Confidential information includes, but is not limited to, technical designs, configurations, measurements, documentation, conservation records, venue details, schedules, and pricing arrangements.

38.3. Confidentiality obligations do not apply to information that:

(a) is or becomes publicly available without breach of these Terms,

(b) was lawfully known to the receiving party prior to disclosure,

(c) is lawfully obtained from a third party without restriction, or

(d) must be disclosed pursuant to law, regulation, or a binding order of a competent authority.

38.4. Confidential information shall be used solely for purposes related to the applicable agreement or service and shall not be disclosed to third parties except as necessary for performance or as permitted above.

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39. Limitation of Liability

39.1. Kaduk's liability is limited to direct damage resulting from intentional misconduct or gross negligence, to the extent permitted by applicable law.

39.2. Kaduk shall not be liable for:

• indirect or consequential loss,

• loss of profit, opportunity, or reputation,

• regulatory delays or refusals resulting from incomplete or inaccurate documentation provided by the Client,

• damage arising from improper use, handling, environment, or unauthorized modification.

39.3. Where liability cannot be excluded under mandatory law, it shall be limited to the amount paid by the Client for the specific service or Instrument giving rise to the claim.

39.4. Nothing in this section excludes or limits liability where such exclusion or limitation is prohibited by applicable mandatory law.

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40. Force Majeure

40.1. Kaduk shall not be liable for failure or delay in performance resulting from events beyond its reasonable control, including but not limited to natural disasters, transport disruptions, regulatory intervention, labor disputes, or governmental actions.

40.2. In such cases, obligations are suspended for the duration of the force majeure event.

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41. Assignment and Subcontracting

41.1. The Client may not assign or transfer its rights or obligations under these Terms without Kaduk's prior written consent.

41.2. Kaduk may subcontract parts of the work or services while remaining responsible for overall performance.

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42. Notices and Communication

42.1. Any notice or communication required or permitted under these Terms shall be made in writing.

42.2. Written communication by email to the official contact address provided by the other party shall be deemed valid notice.

42.3. Notices shall be deemed received:

(a) on the date of transmission if sent by email, provided no delivery failure notice is received, or

(b) on the date of receipt if sent by registered or courier mail.

42.4. Each party is responsible for keeping its contact details up to date.

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43. Severability

43.1. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions remain in full force and effect.

43.2. Any invalid provision shall be replaced by a valid provision that most closely reflects the original intent.

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44. Amendments

44.1. Kaduk may amend these Terms from time to time. The version in effect at the time of confirmation applies to the relevant agreement.

44.2. Material changes do not apply retroactively unless expressly agreed.

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45. Entire Agreement

45.1. These Terms constitute the entire understanding between Kaduk and the Client regarding the subject matter herein, unless superseded by a written agreement.