Terms and Conditions​

1. General Provisions

These Terms and Conditions constitute a binding agreement between you and Kernel JSC (hereinafter referred to as the Company or We) and govern your use of the Kernel JSC website. Kernel JSC website and related services, including any communications made by the Company to customers regarding the services rendered, are hereinafter collectively referred to as the Kernel JSC platform.

Personal information that the Company obtains from you or third parties is processed with your consent in accordance with the personal data processing policy set forth in these Terms.

By checking the option "I agree to the Terms and Conditions" on the registration form, you also agree to the Personal Data Processing Policy.

Whereas the Customer wants to open a personal account on the platform operated by Kernel JSC to use the services offered by the Company and whereas, Kernel JSC aims to provide such services to the customer, the Company and the Customer agree to enter into an agreement based on which the Customer will open and use the account, use the services offered by the Company, reimburse the cost of services and close the account.

Please read these Terms of use carefully before using the Website.

Each Customer is obliged to agree and follow the Terms and Conditions below for the use of the platform of Kernel JSC. The administration of Kernel JSC reserves the right, to make changes to these Terms and Conditions without a further consent of the customer at any time, unilaterally, by posting on the same website. Following the above change, further use of the Website and the Services will be deemed as a consent to the changes to the Terms and Conditions. It is your responsibility to check for updates from time to time.

!!! The company warns the Customer that the latter is obliged to comply with the terms of tax legislation.

2. Definition of Terms

Terms and definitions used in the present Terms have the following meanings, unless the context clearly indicates otherwise:

2.1 Personal account - means the account registered by the user on the website;

2.2 Authorization - means the user's access to a personal account and includes any action specified in Article 6 of these Terms and Conditions;

2.3 Terms of Use - means these Terms, in conjunction with any other terms and/or conditions, which the Terms of Use shall deem appropriate as part of these Terms and which govern the User 's access to and use of the Platform, including, related to any content, function or product offered on the Website / Application or via the Website / Application;

2.4 Website - means www.kernel.tools, through which the User orders and receives the Company's services;

2.5 The Company, Us or Ours - means Kernel JSC, which is registered and exists in accordance with the legislation of Georgia, identification code. 405368212, registered address. Alexander Khazbeghi Street N.7.

2.6 User, users/ Customer. customers - means any person registered on our platform, separately and jointly; For the purposes of this Terms and Conditions, the user is not a national of an EU Member State.

2.7 Parties - means the Company and its customers/users;

2.8 Platform - a platform operated by Kernel JSC , which includes, without any limitation, the website, application and / or all other available alternative channels and related services, including any communications provided by the Company to customers regarding the offered services;

2.9 Contact Information - User phone number and / or mobile phone number and / or email address.

2.10 Transaction - Any operation performed by a user using a personal account in connection with their personal account and / or services.

2.11 Universal Identifiers - a set of data provided by a customer to Kernel JSC (first name, last name, title, telephone number, email address and personal number/identification code), which he/she indicates in the identification system and which allows him/her to access a number of remote services and/or remote product channels of the Company;

2.12 Access code (s) - codes, passwords, username, identification code, universal identifiers and / or other confidential information that the Company may provide to the User for accessing various products;

2.13 Agreement - an agreement between users and the Company that includes these Terms and Conditions and its annexes, if any.

Where context allows, words in singular mean plural and vice versa.

3. Representations and warranties

By agreeing to these Terms and Conditions, the Customer confirms that:

3.1 The Customer is an independent contractor and is not an employee, partner and/or agent of the Company. The company is not responsible for the content and accuracy of the information posted by the Customer on the Platform, as well as for the actions taken by the Customer through the platform;

3.2 The company is released from any liability that may result from any action of the Customer, breach of any agreement by the Customer, including these terms and conditions, non-compliance with applicable laws and regulations, etc.

3.3 Is either a legal entity established in accordance with the legislation of Georgia or a natural person who has reached the age of 18.

3.4 Enjoys full (unlimited) legal capacity, is not under the influence of drugs, alcohol, psychotropic or toxic substances, is not subject to error, fraud, pressure, threats or any unlawful effects and is not subject to violence, threats, deception or other forbidden actions from Kernel JSC or any third party, is fully aware of the content of the expression of their will, the essence of the provisions of the Terms and the legal consequences arising therefrom;

3.5 The Customer has the full authority (or will receive the appropriate authority) to sign and fulfill the obligations under these Terms or any other agreements and applications;

3.6 Is acquainted with these conditions and these conditions are acceptable to him/her;

3.7 All data provided by him/her are accurate;

3.8 The Customer is not involved or participating in any illegal activity (including money laundering, arms trade, terrorism or other illegal activities provided for by the legislation of Georgia (including the legislation of Georgia and the country of which the Customer is a citizen);

3.9 Upon opening a personal account and for the entire period of validity of the contract, their activities and / or actions are / will be in accordance with local and/or international legislation;

3.10 His/her action is not/will not be aimed at deceiving Kernel JSC and / or any third party. Subject to this principle, a document (if any) submitted by him/her to Kernel JSC for conclusion of the Agreement or for its fulfillment and/or the information at the time of its submission is also / will be true, accurate and complete;

3.11 He/she will fulfill their obligations under the conditions in good faith, fully and properly;

3.12 Agrees that after opening the personal account, until the termination of the Agreement, Kernel JSC may search/verify and process any personal information and/or universal identifiers indicated by or related to the Customer within the consent expressed by the latter.

3.13 The Customer shall promptly notify the Company in writing of any circumstances (s) that may conflict with their stated statements and / or lead to the breach of such warranties;

3.14 The Company enters into the Agreement based on the statements, warranties and obligations given in these terms and conditions and considers them to be the terms of the Agreement. Accordingly, the breach of the statements, warranties and obligations under this Article after the conclusion of the contract is a sufficient ground for the Company to unilaterally refuse to supply all or any of the products and/or services provided by the Agreement and the Terms and Conditions;

3.15 The Customer confirms that he will not take any action that:

3.15.1 Violates the terms of service, the terms and standards of the Company's privacy and of the use of the Website;

3.15.2 Is illegal, confusing, discriminatory or fraudulent;

3.15.3 Violates or infringes the rights of others;

3.15.4 Contains viruses or malicious code or any information that restricts, complicates or damages the proper functioning or maintenance of the Website / Application, or its content or our Services;

3.15.5 Allows the user to gain unauthorized access or to collect information from our website (without our prior consent) or to access information on which the user has not obtained permission from the Company.

3.16 The Company is not responsible for, including:

3.16.1 The content of the information posted by the User on the platform; as well as any damage caused by improper performance or non-performance on the basis of the above;

3.16.2 The accuracy of the personal data provided to the Company by the User and any damage caused by such inaccuracy;

3.16.3 The absence of a permit/license/certificate, if its existence is required by the legislation of Georgia;

3.16.4 Damage caused by the user to the third party.

3.17 In the event of any misunderstanding/claim between users, the Company will be fully relieved of any claims that the parties may have against each other.

3.18 The user realizes and confirms that:

3.18.1 Website design, software package, basic software code, software itself and other materials are covered by copyright and other intellectual property rights and are therefore subject to protection;

3.18.2 The user will not use any software with artificial intelligence in connection with the use of the Services;

3.18.3 Where we offer access to third party products and services, or hyperlinks to websites, we do so for the purpose of providing information, considering that such information or issues may be helpful to our website users. Such links do not constitute endorsement of the views, ideas, products, information or services posted on such website by any third party. You use the third party information and / or link at your own risk and we do not assume (confirm) any responsibility or liability for the content, use or accessibility of such third party information and/or sites. We do not confirm such third party data, the content or accuracy of the information, nor do we warrant that such content is free from copyright, trademark, or other third party rights, or that the contents of such data are free from viruses or other harm. Accordingly, we make no warranties or representations and are not responsible for any electronic information (its content) provided by any third party, including, without limitation, the accuracy, subject matter, quality or timeliness of any electronic content.

4. Opening a user account

4.1 To use the services of the Company, the user is obliged to register according to items or of the terms and conditions. During the registration process, the user is obliged to agree to these Terms and Conditions and Personal Data Processing Policy.

4.2 In order to use the Company's services by the User:

The Company is willing to collaborate with any commercial bank operating in accordance with the legislation of Georgia, so that the service provided to the customer is complete and relevant. However, because at the time of signing these Terms and Conditions, the Company's services are integrated only into the Internet Bank of JSC TBC Bank, the User confirms and agrees that by registering:

It is possible that part of the Company's services may not available to him/her, for which he/she has no claim;

Kernel JSC is authorized to share customer data with the legal entity of public law within the system of the Ministry of Finance - the Revenue Service of Georgia and / or to request customer data from them;

After registering in accordance with this paragraph, the user enters in the user profile (hereinafter "personal account"), his/her name, surname, personal number, mobile phone number and e-mail address, and in case of a legal entity - company data: identification code, name and the field of business, upon request of the Company. In the case of a legal entity, the user is obliged to ensure access of the authorized person(s) to the Company's platform. The Company is not responsible for any action taken by an unauthorized person to access the information posted on the Company's platform and / or through the platform. When registering, the user is entitled to indicate the account number to which s/he wishes to access funds transferred through the Company's platform. The user is entitled to change the specified account number at any time. The user is fully responsible for the accuracy of the account number;
4.2.1 The user enters the website www.kernel.tools

4.2.2 Registration is possible in 2 ways: The User enters the email address and password in the registration window, and checks the option "I agree to the Terms and Conditions and Personal Data Processing Policy" (also called "Standard registration"); Or The user selects "Registration with TBC", after which in the displayed window he / she indicates the username/password registered/active in the Internet Bank of JSC TBC Bank and selects “Enter”; By clicking “Continue with TBC” the user authorizes JSC TBC Bank to confirm account ownership and provide certain data of the user to the Company; For finalizing the registration process, the user must check the option "I agree to the Terms and Conditions and Personal Data Processing Policy ".

4.2.3To complete the registration and activate the personal account, the user must check the field, by which s/he agrees with the company's Personal Data Processing Policy and these Terms and conditions;

4.2.4After completing the registration, the user is entitled to use the website and / or the services offered by the Company;

4.3 The user is obliged to always keep his personal account access codes safe and never disclose them to third parties. Besides, for security reasons, the Company advises the customer to select a complex password consisting of numbers, various symbols and letters and to change it periodically.

4.4 The user assumes full responsibility for any action taken by using his account. If a person accesses a user's account for and on behalf of someone else, it means that s/he has sufficient authority to impose certain obligations on that user. The Company is not liable for any damage caused by a third party accessing the User Account;

4.5 The Customer is obliged to contact the Customer Service Center of the Company immediately (on helloo@kernel.finance, or via other communication channels on the Website), in case the Customer has a reasonable suspicion that the information, password or other access code (s) or means of access to his / her personal account have been stolen, lost, illegally appropriated, misused or otherwise misappropriated. Failure to do so will jeopardize the security of the user's personal account and will result in liability for any loss/damage;

4.6 By opening a personal account, the user declares and guarantees that by such [opening of a personal account] he does not violate any law, regulation or the rights of third parties. S/he is obliged to protect the interests of the Company and to compensate the Company for the damage caused (if any) by the customer in violation of the requirements set forth in this paragraph.

4.7 The user is obliged to ensure the accuracy of the information in his personal account and its renewal. Kernel JSC will not be liable for any damages caused by the Customer's non-fulfillment of this obligation. The Company reserves the right to request confirmation of the accuracy of the information from the user or the submission of documents or other evidence at any time.

5. Universal identifiers registered in the identification system

5.1 User name - one of the parameters required for the authorization, which is unique - and 1) which is given to the user when activating JSC TBC Bank’s Internet Banking; Or 2) the e-mail address specified by him during registration; Or 3) any other parameters specified by the Company;

5.3 Mobile phone number - the phone number on which the user receives the one-time access codes and one-time passwords (if any) required for the operations defined by the centralized remote service, as well as where s/he receives notifications from the Company regarding invoices and notifications regarding payment of the company's service fees;

5.4 Customer's personal number / identification number, which is unique and required for user identification purposes;

5.5 User e-mail address - the e-mail address where the Customer receives the access codes and passwords (if any) required for the performance of operations defined by the centralized remote service, as well as invoices/waybills and notifications from the Company;

5.6 For service improvement and / or security purposes, the Company may define additional or different user identifiers, of which the Customer will be notified additionally.

6. Authorization

6.1 After registering and verifying the account, the user goes through the authorization process to use the website and/or the application (if any).

6.2 Authorization is done through the e-mail and password registered by the User, or the user/password registered/active in the internet bank of JSC TBC Bank.

6.3 When using the application (if any), the user is entitled to link and use their own social network account, including social networking page(s) (facebook, google +), to access the application, if such technical capabilities exist.

7. Limitation of Liability of the Company

7.1 You agree that you are free to choose whether or not to use the Services and you do so at your own discretion and risk.

7.2 We will provide services with appropriate qualifications and care and in accordance with the terms described in this Agreement. We make no representations or warranties with respect to the Service or any product or service that forms part of the Service, and we exclude (within the limits set by law) our liability in this regard (including implied warranties, satisfactory quality and / or compliance with your purposes). We do not warrant that the Website and / or Services will be permanently available or free of software errors, viruses or other errors.

7.3 The Company is not liable to you or to any person, in any way, contractually, negligently, tortiously or otherwise, for any loss or damage incurred by, or in any way related to, the use of the Services by you or any third party, directly or indirectly, including without limitation, damages for loss of business, loss of profit (including expected loss of profit or missed profit), business termination, or other monetary or substantial/material loss. The Company's liability to the Customer covers the intentional, culpable breach of the Company's obligations and implies an obligation to compensate for direct damage (if any) resulting from such breach.

7.4 The Company is not liable to you or any person, contractually, negligently, tortiously or otherwise, for any loss or damage incurred by, or in any way related to, your use of any link on the Website. The Company is not responsible for the content of the internet website link to which you are redirected from the website or its services.

7.5 You acknowledge that the Company will not be liable to you or any third party in the event of any change, suspension or termination of the Services.

7.6 You agree that in case of improper operation of the Services owned by the Company or the Service Providers or the Website, interruption or termination of the operation, transaction or transmission, loss or damage of data or contact or transmission lines, unlawful use of the Site or its content by third parties, or in any circumstances beyond our control

7.6.1 The Company shall not be liable for any loss, including loss of profit, caused by the foregoing, and such loss shall not be reimbursed;

7.6.2 If any such error causes an increase of your profit or the profit payable to you, you are not entitled to receive such profit. You must immediately notify the Company of such an error and reimburse the Company for any profits credited to your account as a result of such error (as specified by the Company) or the Company may, in its sole discretion, deduct the amount of that Profit from your account.

8. Period of validity and termination of the Agreement

8.1 This Agreement shall enter into force upon consent of the User to these Terms and Conditions and the Personal Data Processing Policy and shall remain in force until the User Registration is canceled.

8.2 The Agreement may be terminated in the cases provided for by the legislation of Georgia and / or this Agreement or at any time at the initiative of the Customer, on the basis of full repayment of the debt owed to the company (if any) by the time of such termination.

9. Regulatory legislation and dispute resolution

9.1 These Terms and Conditions shall be regulated and construed in accordance with the Georgian legislation.

9.2 Tbilisi is considered to be the place of fulfillment of the obligations of the Parties;

10. Personal Data Processing and Protection Policy

10.1 Please read the Personal Data Processing Policy carefully. By logging in and using the website - www.kernel.tools, you confirm that you have read and agreed to the Personal Data Processing Policy and all the terms of use of our website.

10.2 The Personal Data Processing Policy applies to the mechanisms related to unauthorized access to the personal data and existing in the Company, by means of which the Company ensures the protection and processing of your personal data.

10.3 The Company makes every effort to ensure the security and non-disclosure of your personal data, but due to the fact that the process of remotely delivering your data is not encrypted, the Company is not responsible for unauthorized access by third parties during the delivery of your data.

11. Making amendments to these Terms

11.1 These Terms may be subject to changes. Changes shall be made by the Company without prior notice to the Customer, however, in the event of a change in the Terms, the Customer will have to re-consent in order to continue uninterrupted reception of the service. With each change in the Terms, the Customer will have the opportunity to express its consent by using any channel of the Company.

12. Integrated Agreement

12.1 These Terms and Conditions, together with other agreements between the Customer and the Company, constitute an integrated and complete agreement regarding the Website and/or the Services and supersede all prior and parallel communications, perceptions, as well as written or oral statements and warranties of the Website and / or the Services.

13. Transitional provisions

13.1 The headings mentioned in these terms are used for convenience only and have no bearing on the definition or interpretation of the terms;

13.2 The Company is entitled to request from the Customer, if there is a proper basis and / or for a legitimate purpose, and in case of such a request, the Customer is obliged to provide any additional information to Kernel JSC and also submit relevant supporting documents required by the Company or defined by Georgian legislation;

13.3 If any provision or its any part is revoked for any reason, declared void or terminated, that provision or part thereof shall no longer be used, which shall not affect the validity of the remaining articles of the Terms and Conditions;

13.4 The Company reserves the right to unilaterally make changes to the text of these Terms and Conditions; Customers are notified of such changes by posting them on the Company's website and / or application.

13.5 The Customer shall have the right to terminate these Terms and Conditions at any time within 10 (ten) calendar days after the information is posted on the Company's website and / or application in accordance with Clause 8.2 of this Agreement. In the event of the exercise (use) of the right provided by this clause, the Customer will be obliged to fully pay off the debt to the company (if any) within 5 (five) calendar days after sending a written notice of termination of this Agreement to the Company.

13.6 In the event that the Customer does not exercise the right described in Section 13.5 of this Agreement, the changes (additions) offered by the Company shall be deemed to have been accepted by the Customer and the Agreement shall be amended in accordance with the terms and conditions offered. The Company reserves the right to make changes effective that do not worsen the Customer's condition as soon as they are posted on the Company's website and / or in the application.

13.7 The Parties agree that if the Company makes changes to the terms of this Agreement or any additional contract concluded based on the above Agreement in favor of the customer, the Company shall not be obliged to notify the Customer before the changes. A window with updated terms and conditions / personal data processing policy (s) will appear at the time of the first use the Website after the change; The user will be able to continue using the website only after re-declaring his/her consent;

13.8 The Customer, without the written consent of the Company, is not entitled to transfer the rights and requirements arising from these Terms or to impose any obligations on another person;

13.9 In cases not provided for in the Terms, the parties shall be guided by the norms governing the relevant relationship established by law and / or additional agreed terms;

14. Company Services

14.1 The Company offers the Customer services of invoice management, waybill and consignment note generation.

14.2 After generating invoices, consignment notes and / or waybills through the Company’s website and / or application (if any), a notification on the existence of the invoice, consignment note and / or a waybill written in their name is sent to to the recipient's mobile phone number indicated by the Customer. At the same time, a hyperlink of the invoice and / or consignment note is sent to the addressee, to the e-mail address of the addressee specified by the Customer.

14.2.1 The message sent to the mobile phone number shall contain information on the fact of receipt of the invoice, consignment note and / or waybill, the amount and data about the subscriber/sender. In case the Customer does not pay the overdue debt on time, the Company is entitled to notify the Customer about the overdue by sending a message to the mobile phone number.

14.3 The recipient will be redirected to the Platform by clicking on the received hyperlink. Registration on the platform is not required for viewing the invoice, consignment note and / or waybill received by the addressee, as well as for the payment of the corresponding price.


14.4.1 By paying subscription fee every month;

14.4.2 By paying subscription fee every year;

14.4.3 The cost of the Services is set out in Appendix # 1 to these Terms and Conditions, which forms an integral part of these Terms and Conditions.

14.5 In case of remembering the card data during the first payment by the user or accepting any other form of payment offered by the Platform, the Company is entitled to automatically deduct the subscription fee every month or year (according to the payment type chosen by the User) without the User's prior consent and to send a corresponding message to the phone number and e-mail address;

14.6 In case the card data are not remembered during the first payment by the User, or despite remembering the data, not enough money is found on his / her balance at the moment of the payment, the Company notifies the User as soon as the subscription fee expires by sending a message to the mobile phone number indicated by the User; In case of non-payment of the subscription fee by the User within 5 days after the expiry of the subscription, s/he will be restricted from using the Platform until the relevant fee is paid.

☐ By signing this Agreement electronically, I acknowledge that I have read and agreed to the Terms and Conditions, including the Personal Data Processing Policy.