This summary does not replace our
terms, but is to help you understand our service. For the full
terms, please click here.
We provide a remote locking
service that works in connection with our hardware products and
is accessible via our website and App.
In order to use our service,
you need to create a Klevio account on our website or
App.
As an account owner you may
choose a number of authorised users with whomtoshare the digital
keys to your property.
We recommend that our
Hardwareis installed by a fully qualified engineer and can
arrange with you the timing for installation of any
hardware.
The costs of delivery of the
Hardware will be communicated to you prior to purchase of the
Hardware.The costs displayed on the
Site areinclusive of VAT.
All hardware is guaranteed
forone year from the date of your purchase of a subscription
package with us.
You can end your contract
with us up to fourteen (14) days after the day you receive the
Hardware.If you have any questions or complaints aboutyour product,
please contact us at [email protected]
Either party may terminate
this contractby giving no less than thirty (30) days written notice
to the other party.
The service, website, App,
hardware and software are provided "as is" and "as available,"
and we have limitations as to our liability to you which should
be read in our terms.
Terms of service
30 April 2018
GENERAL
These terms and conditions
(Client Terms)
apply when a client (Client) of Klevio LTD
(Klevio orus orour) enters into a letter agreement (Commercial Details) with us for
the provision, via our website at www.Klevio.com, and via any
other websites through which Klevio or its parent companies,
subsidiaries and affiliates make its services available
(collectively, theSite), and via a mobile
application system(App), of a remote locking service for use in combination
hardware products supplied by us (Hardware) (together theService).
Words and expressions defined
in the Commercial Details shall have the same meaning when used
in these Client Terms and other terms defined in bold shall
have the meaning given.
The Client shall at all times
be bound by and adhere to the following policies as adopted
from time to time by Klevio:
the privacy policy
(Privacy Policy); and
the cookie policy available at
(Cookie Policy)
all of which can be found at:
www.klevio.com .
In consideration for the use of
the Service, the Client agrees to:
register for the Service on
the Site;
pay the fees to Klevio in
accordance with the prices as stated on the Site from time to
time, such prices being the price per Hardware
(Price per Hardware), plus the price per User, plus VAT on the total fees
payable by the Client (together theFees), unless otherwise agreed in
writing by the parties; and
use the Service in accordance
with the terms of the Commercial Details and the Client
Terms.
The Price per Hardware will be
payable upon signature of the Service Agreement. Invoices for
use of the Service will be raised monthly in arrears based on
the total aggregate number of Users. Payment shall be made
within 14 days to the account detailed on such
invoice.
The legal notice listed on the
Website (as defined in the Commercial Details) at
www.Klevio.com/terms (Client
Terms) do not apply to this Service
Agreement or to the Client. In the event of any conflict or
ambiguity between the Legal Notice and this Service Agreement
or the applicability of the Legal Notice, the terms of the
Service Agreement (being the Client Terms and Commercial
Details) shall prevail.
AGENTS
If you are placing an order for
the Service on behalf of a third party, you warrant and
represent to us that:
you are duly authorised to
place an order and enter into a contract for the Service on
behalf of such third party;
you guarantee that such third
party will be bound by these Client Terms as if he/she/it had
entered into such contract himself/herself/itself.
REGISTRATION
To gain access to certain areas
of our Site or App you may be required to register on our Site
or App and create a Klevio account (Account). In using our Site
or App, you agree to provide us with current, accurate and
complete information as part of your registration and you will
update us of any changes to ensure such information remains
current, accurate, and complete. We will create you an Account
based upon the information you provide to us.
You acknowledge and
agree:
not to do anything which would
assist an unauthorised access or use of the
Service;
not to create registration
accounts for the purpose of abusing the functionality of the
Service;
not to pass yourself off as
another user;
to take sole responsibility for
any activities or actions under your Account, whether or not
you have authorised such activities or actions; and
notify us immediately if you
become aware of any unauthorised use of your
account.
We reserve the right to
terminate or suspend your Account and deny you access to the
Service should you violate this Client Terms, including but not
limited to, by creating more than one account, or providing
inaccurate, fraudulent, not current, incomplete
information.
ACCOUNT
OWNER
The person who opens an Account with us is the owner of that
Account and of the licence to access and use the Service and
Hardware associated with it (Account
Owner).
AUTHORISED USERS
As an Account Owner you may,
subject to the terms of these Client Terms (including
paragraphs 5.2 and 5.3 below) and any other terms we may agree
with you, grant to third parties (Authorised Users) a limited
authorisation to access and use the Service and Hardware
associated with your Account provided that any such Authorised
User will agree and undertake the obligations and limitations
set out in these Client Terms.
The Account Owner is the only
person allowed to choose Authorised Users. Any such use of the
Service by an unauthorised third party will be under your
exclusive liability.
You acknowledge, undertake and
agree that:
you determine who is an
Authorised User and, within your subscription, what degree of
access and what types of use of the Service and Hardware that
Authorised User has;
you will make sure that all
Authorised Users are fully aware of the terms of this Client
Terms and that they are bound by these terms;
you accept full liability for
all Authorised Users' use of the Service, Hardware and
Software;
you will control each
Authorised User's degree of access to the Service;
it is your responsibility to
revoke or change an Authorised User's access, or level of
access, at any time and for any reason, in which case that
person or entity will cease to be an Authorised User or shall
have that different level of access, as the case may be;
and
if there is any dispute between
you and an Authorised User regarding access to or use of the
Service or Hardware, you shall decide what use of, access or
level of access to the Service, Software and Hardware that
Authorised User shall have, if any.
You select Authorised Users at
your own risk, we disclaim to the fullest extent available
under applicable law any liability deriving in any way from an
Authorised User’s use of the Service, Software or Hardware in
relation to your Account.
INTELLECTUAL PROPERTY
RIGHTS
For the purpose of this Client
Terms, intellectual property rights are patents, utility
models, rights to inventions, copyright and neighbouring and
related rights, moral rights, trade-marks and service marks,
business names and domain names, rights in get-up and trade
dress, goodwill and the right to sue for passing off or unfair
competition, rights in designs, rights in computer software,
database rights, rights to use, and protect the confidentiality
of, confidential information (including know-how and trade
secrets) and all other intellectual property rights, in each
case whether registered or unregistered and including all
applications and rights to apply for and be granted, renewals
or extensions of, and rights to claim priority from, such
rights and all similar or equivalent rights or forms of
protection which subsist or will subsist now or in the future
in any part of the world (IPRs).
You acknowledge that, except
for duly licensed content, Klevio is the sole owner of all IPRs
in the Service, Software and Hardware and all such rights are
reserved. You will not remove or conceal any proprietary
rights' notice in the Site, App, Software, Hardware or in any
content available on or through the Service, and you will
include such notices on any copy you are permitted to
make.
We have proprietary rights in
the registered trademark "Klevio". You may not use "Klevio" or
other marks that are the same or similar to "Klevio" graphics,
logos, page headers, button icons, scripts, and service names
in connection with any product or service that is not Klevio's,
in any manner that is likely to cause confusion among
customers, or in any manner that disparages or discredits
Klevio.
Unless previously authorised in
writing by Klevio, you shall not, with regards to any content
accessible from or through our Service, do any of the acts
restricted by copyright, as defined in the Copyright, Designs
and Patents Act 1988 (CDPA), as amended, extended or re-enacted
from time to time and including all subordinate legislation
made from time to time under the CDPA.
LICENCE
In consideration for your
purchase of the Hardware, Klevio grants you a non-transferable,
non-exclusive right, with limited right to sub-license as
established in clause 6 above, to:
access and use the Service,
Software and Hardware solely for the purpose of locking or
unlocking the door, entrance, or any other access to premises
covered by this Client Terms;
remotely control or monitor the
Hardware you own;
install and use the App solely
on your own handheld mobile device (e.g. iPhone, iPad or
Android smartphone) and solely for the purpose of using the
Service.
PROHIBITED USE
You agree and undertake not to
misuse the Service or Software for example, by accessing or
interfering with it or using a method other than the interface
and the instructions that we provide. In particular, you may
not do any of the following while accessing or using the
Service, Software or Hardware:
access, tamper with, or use
non-public areas of the Service, Software or Hardware, Klevio's
computer systems, or the technical delivery systems of Klevio's
providers;
probe, scan, or test the
vulnerability of any system or network or breach or circumvent
any security or authentication measures;
damage or alter the Service,
Software or any other system, communication network, device or
property;
interfere with, disrupt or
attempt to gain unauthorised access to the servers or networks
connected to the Service or violate the regulations, policies
or procedures of such networks;
access or search or attempt to
access or search the Service or Software by automated means or
otherwise. Crawling and scraping the Service is expressly
prohibited;
forge any TCP/IP packet header
or any part of the header information in any email or posting,
or in any way use the Service or Software to send altered,
deceptive or false source-identifying information;
interfere with, or disrupt, or
attempt to do so, the access of any Account Owner or Authorised
User, host or network, including, without limitation, sending a
virus, overloading, flooding, spamming, mail-bombing the
Service, or by scripting the creation of content in such a
manner as to interfere with or create an undue burden on the
Service;
attempt to disassemble, reverse
engineer or reserve compile or otherwise reduce to
human-perceivable form any of the Service, Software or
Hardware;
store, distribute or transmit
anything through our Service that is unlawful, dishonest,
fraudulent, libellous, harmful, defamatory, obscene, harassing
or racially or ethnically offensive, discriminatory based on
gender, religious belief, race, sexual orientation; or in any
way breaches the law, statute, regulation standards, or codes
of practise of any relevant authority;
use the Service, Software or
Hardware in a way that infringes any copyright, trademark or
other proprietary rights, irrespective of whether the relevant
right belongs to Klevio or to a third party.
Furthermore, you acknowledge,
warrant and undertake not to:
license, sell, rent, lease,
transfer, assign, distribute, host or otherwise commercially
exploit, outside of the authorised use allowed by this Client
Terms, the Service, or Software;
access or use the Service,
Software or Hardware in order to build a similar or competitive
service;
allow or assist others into
creating a similar or competitive service using or accessing
our Service, Software or Hardware;
except as expressly authorised
in this Client Terms (or in a separate written agreement with
us), copy, reproduce, distribute, re-publish, download,
display, post or transmit in any form or by any means any part
of the Service, Software or Hardware; or
remove, obscure or alter any
proprietary rights notices (including copyrights and trademark
notices) that may be contained in, or displayed in connection
with, the Service, Software or Hardware.
YOUR CONTENT
To provide, maintain and
improve the Service, we may allow you to upload, post, submit,
transmit and in any way share information while using the
Service (Your
Content). Some of Your Content may be
visible to others Account Owners or Authorised Users, but we
will always make it clear to you when it does. You may be
allowed to post feedback, comments, questions or other
information through the Service.
While using the Service you are
solely responsible for Your Content and any you represent and
warrant that you own all the necessary rights (including but
not limited to IPRs) or are duly licensed to use, copy,
reproduce, modify, translate, publish, transmit, distribute,
upload, display, disseminate or otherwise use or exploit Your
Content.
You grant Klevio a
non-exclusive, worldwide license to use, copy, reproduce,
translate, broadcast, transmit, distribute, upload, display,
disseminate and otherwise use Your Content in connection with
the Service, pursuant to the term of this Client
Terms.
You shall abide by all
copyright notices, trademark rules, information, restrictions
and property notices contained in any content accessed through
the Service, and shall not use, copy, reproduce, modify,
translate, publish, broadcast, transmit, distribute, perform,
upload, display, license, sell or otherwise exploit for any
purposes whatsoever any content or third-party submissions not
owned or licensed to you.
Klevio reserves the right to
remove any content from the service at any time at its own
discretion.
TENANTS
If you are a tenant, you may
need your landlord's permission to install our Hardware. You
represent and warrant that you are duly authorised from your
landlord or any other person having a right to authorise such
installation works (Landlord
Authorisation).
WE DISCLAIM ANY LIABILITY
DERIVING FROM THE ABSENCE OR FROM ANY DEFECTS IN YOUR LANDLORD
AUTHORISATION.
You will be exclusively
responsible for any losses deriving or resulting from your
failure to obtain a valid Landlord Authorisation.
DELIVERY
You may select for us to
deliver Hardware to you and in this case, this paragraph 11
shall apply.
The costs of delivery of the
Hardware will be as displayed on the Site. Such costs are
inclusive of VAT unless otherwise expressed.
We will deliver the Hardware to
your designated address (that you will be able to specify while
making your order on our Site) as soon as reasonably possible
and in any event within thirty (30) days after the day on which
we accept your order.
If the delivery of the Hardware
is delayed beyond thirty-one (31) days from placing your order
with us, you may contact us to end the contract and receive a
refund within fourteen (14) days for any Hardware you have paid
for but not received.
While placing your order you
also have the option of collecting the Hardware from a store or
delivery depot.
After a failed attempt of
delivery to you designated address, or if you fail to collect
the Hardware from the store or deliver depot indicated in your
order confirmation, we will contact you for further
instructions. After two failed delivery attempts or after
twenty (20) days of missed collection from the store or
delivery depot, we may charge you the reasonable cost we
incurred, respectively, for the delivery and/or for the storage
of the Hardware. If, despite our reasonable efforts, we are
unable to contact you or re-arrange delivery or collection we
may end the contract.
WE DISCLAIM ANY LIABILITY FOR
DELAYS ORIGINATING IN CIRCUMSTANCES OUTSIDE OUR
CONTROL.
INSTALLATION
We recommend that our Hardware
is installed by a door lock installation specialist. We offer
professional installation as a separate service, please get in
touch with our customer service to get a quote and arrange an
appointment with one of our engineers. We will agree with you a
date and time slot for your installation appointment (Agreed
Appointment) and carry out the installation on the terms of
this Client Terms.
We offer our installation
service from 8.00am until 6.00pm (Working Hours) and generally
in time slots of 3 hours each unless otherwise agreed
(Time Slot) .
We may be able to give you an appointment outside Working
Hours, however you might incur an extra charge. Please contact
our customer service to get a quote.
The availability of our Time
Slots may vary depending on the volume of customer
installation's requests. We will deliver them to you as soon as
reasonably possible and in any event within 30 days after the
day on which we accept your order.
Whilst we make all reasonable
efforts to attend at the agreed date and time, we do not accept
any liability for delays caused by circumstances beyond our
control (e.g. bad weather conditions, traffic,
strikes).
We will send our
sub-contractors to carry out the installation. All our
sub-contractors are approved by us and are fully qualified. On
the day of the Agreed Appointment we will send you the details
of the engineer who will carry out the
installation.
On the day of the Agreed
Appointment, it is your responsibility to give us access to
your property. Should you fail to give us access to your
property, we will not be able to install the Hardware and you
will have to arrange another appointment. If you fail to keep
an Agreed Appointment, we may charge you with an extra fee for
the installation (for more information on our fees and extra
charges, please contact our customer service).
Please be aware that we will
only access your property if there is someone eighteen (18)
years old or older at all times during the visit. You are not
entitled to any compensation if we are unable to complete the
installation of the Hardware during the first appointment and
we will make another appointment with you for a time that suits
you. There may be additional costs for the subsequent
appointment.
If there is additional work
needed to install the Hardware, we will explain to you the
reasons and let you know the amount of any extra charge for the
work before carrying out any work.
We take reasonable care to
carry out the installation without causing unnecessary damage
to your property. However, you acknowledge and agree
that:
you have authority (as a
landlord or tenant) for us to carry out the installation of the
hardware at the chosen property and on the premises indicated
by you;
you will advise us of any
electrical or other risks of which you are aware at the
designated position of installation;
if you request for us to
install the Hardware on premises where you do not have
authority, this will be your responsibility and you will be
liable;
the installation may cause
damage to your property;
certain areas of your property
may need redecoration after the installation; and
it is your responsibility to
make good any damage to your property that is not caused or
originated by negligent behaviour of our
subcontractors.
WORKING IN DANGEROUS OR UNSAFE
CONDITIONS
We will not start or continue
doing any work in your property if we believe there is a health
and safety risk (e.g. hazardous chemicals, pest infestations,
verbal or physical abuse, or harassment).
We will notify you within
forty-eight (48 hours) of discovering such health and safety
risk and we will give you a reasonable time to remedy it. We
will not install the Hardware or finish the work until you have
remedied and eliminated such health and safety
risk.
If any asbestos needs to be
removed before we can start or finish the installation in your
property, you will be responsible for making any necessary
arrangements and for any related cost.
CHANGES TO THE PRODUCTS OR
SERVICES
We may change any of our products or services to reflect
changes in relevant laws and regulatory requirement or to
implement technical adjustments and improvements.
AUTOMATIC UPDATES
Klevio may, from time to time, develop patches, bug fixes,
updates, upgrades and other modifications to improve the
performance of the Service, Software or Hardware (Updates). We
may require you to install or switch to an updated version of
our Service, Software or Hardware.
If you do not want such
Updates, your remedy is to terminate your Account and stop
using the Service and the Hardware. If you do not terminate a
previously created Account, you will receive Updates
automatically. You acknowledge that you may be required to
install Updates to use the Service and the Product and you
agree to install any Updates that Klevio provides
promptly.
We disclaim any liability
deriving from Updates when the damage flows or is caused by
your own devices. Your continued use of the Service and the
Hardware constitute your agreement to this Client
Terms.
Any future release, update or
other addition to functionality of the Service shall be subject
to this Client Terms.
THIRD-PARTY HARDWARE AND
SERVICES
Klevio may provide the opportunity for you to interface the
Services, Software or Hardware to one or more third-party
products and services, through and using the Services
(Third-Party Products and Services). You decide whether you
want to interface, and with which Third-Party Products and
Services you want to interface. Your explicit consent and
authorisation is required for this interface and is revocable
by you at any time.
Once your consent is given for
a particular Third-Party Product and Service, you agree that
Klevio may exchange information and control data regarding you
and your products, including your personal information, in
order to enable the interface that you have authorised. Once
this information is shared with the particular Third-Party
Product and Service, its use will be governed by the third
party's privacy policy and not by Klevio's privacy
documentation.
You acknowledge and agree that
Klevio makes no representation or warranty about the safety of
any Third-Party Products or Services.
Klevio disclaims to the fullest
extent available under applicable law any liability deriving in
any way from your use of any Third-Party Product or
Service.
Please contact the relevant
third party with any questions about their Third-Party Products
and Services.
PROMOTIONS
From time to time, we may offer
vouchers, credit to your account, discounts and/or promotions
(“Promotion Credit”).
We may request that for you to
benefit from any Promotion Credit and for the Promotion Credit
to be valid you should activate the Promotion Credit by
supplying a unique code provided (the “Unique Code”) in an
online application.
By submitting a Unique Code you
will be deemed to confirm your agreement to these terms and
conditions, any special conditions attached to the Promotion
Credit and our Terms of Use (as applicable).
You may only use the Promotion
Credit in relation to reducing the cost of our
services.
Promotion Credit is not
refundable or redeemable for cash or transferable.
A Promotion Credit (and any
related code) may only be used once by its Holder and may not
be copied, reproduced, distributed or published either directly
or indirectly in any form or stored in a data retrieval system
without our prior written approval.
We reserve the right to
withdraw or deactivate any Promotion Credit for any reason at
any time.
OPEN SOURCE
Certain items of independent, third-party code, that are
subject to the GNU General Public License (GPL) or other
open-source licences (Open-Source Software), may be included in
the Service, Software or Products. The Open-Source Software is
licensed under the terms of the licence that accompanies such
Open-Source Software. Nothing in this Client Terms limits your
rights under, or grants you rights that supersede, the terms
and conditions of any applicable end-user licence for such
Open-Source Software. In particular, nothing in this Client
Terms restricts your right to copy, modify and distribute such
Open-Source Software that is subject to the terms of the
GPL.
TERMINATION
Without prejudice to its other
rights and remedies, either party may terminate this Client
Terms on giving not less than thirty (30) days written notice
to terminate to the other party.
Either party may terminate this
Client Terms, upon notice, if an effective resolution is passed
for the winding up of the other party (other than for the
purposes of amalgamation or reconstruction) or if the other
party:
materially breaches the Client
Terms and the breach remains unremedied fourteen (14) days
after the date the breaching party receives a notice from the
other party describing the breach and requiring it to be
cured;
materially breaches the Client
Terms and the breach is incapable of being cured;
enters into a composition with
its creditors;
receive a court order for its
winding up;
has a receiver, manager,
administrative receiver or administrator appointed with respect
to it;
ceases to be able to pay its
debts as they fall due; or
takes or suffers any action
similar to any of the above in any jurisdiction.
Klevio may, upon giving you
seven (7) days' notice, terminate the Service in whole or in
part, or modify it or modify the terms on which it is provided,
if all or part of the Service:
becomes illegal or contrary to
any law, regulation, guideline or request of any regulatory
authority; or
becomes subject to a claim or
potential claim that it infringes or violates the rights of any
third party.
Termination
of all or any part of this Client Terms will not affect a
party's respective accrued rights and obligations.
Notwithstanding the above, you
are free to cancel the purchase of the Hardware, the Software
and/ro the Service within 14 days of purchase providing the
Hardware has not been installed.
INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Klevio, its
parents, subsidiaries, and affiliates, and each of their
respective officers, directors, and employees from any and all
claims, liabilities, costs, and expenses, including, but not
limited to, attorneys' fees and expenses, arising out of a
breach of your obligations, representation and warranties under
this Client Terms, including but not limited to, any breach
originated or derived by a user of your Account. Our failure to
insist upon or enforce any provision of this Client Terms shall
not be construed as a waiver of any Klevio's provision or
right.
DISCLAIMERS
YOU ACKNOWLEDGE AND AGREE THAT
YOUR USE OF OUR SERVICE, SITE, APP, SOFTWARE AND HARDWARE IS AT
YOUR OWN SOLE RISK.
The Service, Site, App,
Software and the Hardware are provided "as is" and "as
available," and we limit our warranties to the fullest extent
available under applicable law.
Klevio does not warrant or
guarantee that access to the Service will be uninterrupted or
error-free.
Without prejudice to
subparagraphs 21.1,2 and 3 above, we disclaim to the fullest
extent available under applicable law:
any damages or costs arising
where you have incorrectly informed us that you have authority
to install the Hardware at a particular location;
any warranties concerning the
availability, accuracy, appropriateness, reliability,
timeliness, or usefulness of the content of the Service, Site,
App, Software or Hardware; and
any warranties of title,
warranty of non-infringement, or warranties of merchantability
or fitness for a particular purpose with regards to the
Service, Site, App, Software or Hardware.
This disclaimer of liability
applies to any damages or injuries caused by the Service, Site,
App, Software or Hardware including, without limitation, those
damages or injuries occurring as a result of:
any error, omission, deletion,
or defect in the content available on or through the Service,
Site, App, Software or Hardware; or
any failure of performance,
error, omission, interruption, deletion, defect, delay in
operation or transmission, computer virus, communication line
failure, theft or destruction of records, information or data,
unauthorised access to, alteration of, or use of records,
information or data, whether for breach of contract, tort,
negligence, defamation, or any other cause of
action.
LIMITATION OF
LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS
OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, IN NO EVENT WILL Klevio OR ITS
AFFILIATES, INCLUDING, WITHOUT LIMITATION, THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, BE
LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT OR INDIRECT
LOSS, DAMAGE, COST, EXPENSE OR LIABILITY OF ANY KIND ("LOSS")
ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THE
AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE
SERVICE, SITE, APP, SOFTWARE OR HARDWARE.
Without prejudice to paragraph
22.1 above, Klevio disclaims, to the fullest extent permitted
by applicable law, any liability arising in any way out of or
in connection with the Service, Site, App, Software or Hardware
including but not limited to:
damages to property, including
"personal property";
business interruption, loss of
business and other profits;
loss of programs, cost of
replacing equipment or software or loss of records, information
or data, loss of use of data;
loss of revenue;
loss of goodwill, loss of
customers, loss of or damage to reputation, loss of capital,
downtime costs, loss under or in relation to any other
contract, or loss of anticipated savings or
benefits;
any indirect, special,
exemplary, punitive, incidental or consequential loss;
or
any loss attributable to
errors, omissions, or other inaccuracies in the Service or
Hardware.
The exclusions of liability in
this clause 22 shall apply even if Klevio shall have been
advised of the possibility of such loss.
Nothing in this Service
Agreement shall exclude or in any way limit Klevio's liability
for fraud, death, and personal injury arising out of its
negligence.
Because some states or
jurisdictions do not allow the exclusion or limitation of
liability for particular kinds of loss, in such states or
jurisdictions, Klevio's liability shall be limited to the
extent permitted by law, thereby minimizing Klevio's liability
to you to the lowest amount that applicable law
permits.
NOTWITHSTANDING PARAGRAPHS
22.1,2,3,4, AND 5 ABOVE, Klevio'S LIABILITY UNDER THE SERVICE
AGREEMENT, IN TORT OR OTHERWISE ARISING OUT OF OR IN CONNECTION
WITH THE SERVICE OR HARDWARE SHALL NOT IN AGGREGATE EXCEED THE
FEES ACTUALLY PAID BY YOU FOR THE RELEVANT SERVICE.
MISCELLANEOUS
Nothing in this Service
Agreement is intended to confer on a person any right to
enforce any term of this Service Agreement which that person
would not have but for the Rights of Third Parties as amended,
extended or re-enacted from time to time and including all
subordinate legislation made from time to time under the Act.
The parties may by agreement extinguish or vary any of the
provisions in this Service Agreement without the consent of any
third party and section 2 (l) of the Rights of Third Parties
shall not apply.
Except for fraud or fraudulent
representation by either party, this Service Agreement contains
the entire agreement and understanding between the parties
relating to the subject matter hereof and supersedes all prior
and/or contemporary agreements, arrangements, statements and
understandings, whether oral or written, relating to the
subject matter of this Service Agreement.
If any provision or
part-provision of this Service Agreement is or becomes invalid,
illegal or unenforceable, it shall be deemed modified to the
minimum extent necessary to make it valid, legal and
enforceable. If such modification is not possible, the relevant
provision or part-provision shall be deemed deleted. Any
modification to or deletion of a provision or part-provision
under this clause shall not affect the validity and
enforceability of the rest of this agreement.
If any provision or
part-provision of this Service Agreement is invalid, illegal or
unenforceable, the parties shall negotiate in good faith to
amend such provision so that, as amended, it is legal, valid
and enforceable, and, to the greatest extent possible, achieves
the intended commercial result of the original
provision.
Any delay in or failure by
either party in performance of the terms of this Service
Agreement shall be excused if and to the extent such delay or
failure is caused by occurrences beyond the control of the
affected party including, but not limited to, decrees or
restraints of Government, acts of God, strikes, work stoppage
or other labour disturbances, war or sabotage (each being a
Force Majeure Event). The affected party will promptly notify
the other party upon becoming aware that any Force Majeure
Event has occurred or is likely to occur and will use its best
efforts to minimise any resulting delay in or interference with
the performance of its obligations under this Service
Agreement.
Failure or neglect by us to
enforce at any time any of the terms of this Service Agreement
will not be construed nor will it be deemed to be a waiver of
our rights hereunder nor in any way affect the validity of the
whole or any part of this Service Agreement nor prejudice our
rights to take subsequent action. No waiver will be effective
unless made in writing.
You may not assign this Service
Agreement without the prior written consent of Klevio. We
reserve the right, upon written notice to you, to assign the
Service Agreement (in whole or in part) to one or more of our
subsidiaries, or to a third party in connection with the sale
of all or part of Klevio's equity, business or assets. Subject
to the above, the Service Agreement shall be binding upon and
shall inure to the benefit of each party hereto and its
respective successors and assignees.
Nothing in the Service
Agreement is intended to, or shall be deemed to, establish any
partnership or joint venture between any of the parties,
constitute any party the agent of another party, or authorise
any party to make or enter into any commitments for or on
behalf of any other party. Each party confirms it is acting on
its own behalf and not for the benefit of any other
person.
Any notice given under the
Service Agreement by either party to the other must be in
writing and will be deemed to have been given on transmission.
Notices to Klevio must be sent to our registered address
available on Company House or to any other address expressly
notified to you by us. Notices to you will be sent the email
address you will provide to us upon opening an Account with us
or to any other address you have expressly provided us for this
purpose.
Each party irrevocably agrees
that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim (including
non-contractual disputes or claims) arising out of or in
connection with this Service Agreement or its subject matter or
formation.
This Service Agreement and any
dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with it or its subject matter
or formation shall be governed by and construed in accordance
with the law of England and Wales.
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