Terms of service — summary

        30 April 2018

1. GENERAL

1. These terms and conditions (Client Terms) apply when a client (Client) of Klevio LTD (Klevio or us or our) 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, the Site), and via a mobile application system (App), of a remote locking service for use in combination hardware products supplied by us (Hardware) (together the Service).
2. 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.
3. The Client shall at all times be bound by and adhere to the following policies as adopted from time to time by Klevio:

1. the privacy policy (Privacy Policy); and
2. the cookie policy available at (Cookie Policy)

all of which can be found at: www.klevio.com .

4. In consideration for the use of the Service, the Client agrees to:

1. register for the Service on the Site;
2. 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 the Fees), unless otherwise agreed in writing by the parties; and
3. use the Service in accordance with the terms of the Commercial Details and the Client Terms.

5. 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.
6. 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.

2. AGENTS

1. If you are placing an order for the Service on behalf of a third party, you warrant and represent to us that:
2. you are duly authorised to place an order and enter into a contract for the Service on behalf of such third party;
3. 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.

3. REGISTRATION

1. 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.
2. You acknowledge and agree:

1. not to do anything which would assist an unauthorised access or use of the Service;
2. not to create registration accounts for the purpose of abusing the functionality of the Service;
3. not to pass yourself off as another user;
4. to take sole responsibility for any activities or actions under your Account, whether or not you have authorised such activities or actions; and
5. notify us immediately if you become aware of any unauthorised use of your account.

3. 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.

4. 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).

5. AUTHORISED USERS

1. 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.
2. 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.
3. You acknowledge, undertake and agree that:

1. 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;
2. 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;  
3. you accept full liability for all Authorised Users' use of the Service, Hardware and Software;
4. you will control each Authorised User's degree of access to the Service;
5. 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
6. 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.

4. 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.

6. INTELLECTUAL PROPERTY RIGHTS

1. 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).
2. 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.
3. 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.
4. 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.

7. 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:

7. 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;
8. remotely control or monitor the Hardware you own;
9. 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.

8. PROHIBITED USE

1. 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:

1. 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;
2. probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
3. damage or alter the Service, Software or any other system, communication network, device or property;
4. 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;
5. 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;
6. 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;
7. 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;        
8. attempt to disassemble, reverse engineer or reserve compile or otherwise reduce to human-perceivable form any of the Service, Software or Hardware;
9. 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;
10. 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.

2. Furthermore, you acknowledge, warrant and undertake not to:

1. 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;
2. access or use the Service, Software or Hardware in order to build a similar or competitive service;
3. allow or assist others into creating a similar or competitive service using or accessing our Service, Software or Hardware;  
4. 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
5. 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.

9. YOUR CONTENT

1. 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.
2. 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.
3. 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.
4. 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.
5. Klevio reserves the right to remove any content from the service at any time at its own discretion.

10. TENANTS

1. 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).
2. WE DISCLAIM ANY LIABILITY DERIVING FROM THE ABSENCE OR FROM ANY DEFECTS IN YOUR LANDLORD AUTHORISATION.
3. You will be exclusively responsible for any losses deriving or resulting from your failure to obtain a valid Landlord Authorisation.

11. DELIVERY

1. You may select for us to deliver Hardware to you and in this case, this paragraph 11 shall apply.
2. The costs of delivery of the Hardware will be as displayed on the Site. Such costs are inclusive of VAT unless otherwise expressed.
3. 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.
4. 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.
5. While placing your order you also have the option of collecting the Hardware from a store or delivery depot.
6. 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.
7. WE DISCLAIM ANY LIABILITY FOR DELAYS ORIGINATING IN CIRCUMSTANCES OUTSIDE OUR CONTROL.

12. INSTALLATION

1. 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.
2. 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.
3. 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.
4. 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).
5. 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.
6. 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).
7. 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.
8. 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.
9. We take reasonable care to carry out the installation without causing unnecessary damage to your property. However, you acknowledge and agree that:

1. 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;
2. you will advise us of any electrical or other risks of which you are aware at the designated position of installation;
3. 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;
4. the installation may cause damage to your property;
5. certain areas of your property may need redecoration after the installation; and
6. it is your responsibility to make good any damage to your property that is not caused or originated by negligent behaviour of our subcontractors.

13. WORKING IN DANGEROUS OR UNSAFE CONDITIONS

1. 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).
2. 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.
3. 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.

14. 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.

15. AUTOMATIC UPDATES

1. 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.
2. 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.
3. 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.
4. Any future release, update or other addition to functionality of the Service shall be subject to this Client Terms.

16. THIRD-PARTY HARDWARE AND SERVICES

1. 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.
2. 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.
3. You acknowledge and agree that Klevio makes no representation or warranty about the safety of any Third-Party Products or Services.
4. 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.
5. Please contact the relevant third party with any questions about their Third-Party Products and Services.

17. PROMOTIONS

1. From time to time, we may offer vouchers, credit to your account, discounts and/or promotions (“Promotion Credit”).
2. 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.
3. 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).
4. You may only use the Promotion Credit in relation to reducing the cost of our services.
5. Promotion Credit is not refundable or redeemable for cash or transferable.
6. 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.
7.  We reserve the right to withdraw or deactivate any Promotion Credit for any reason at any time.

18. 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.

19. TERMINATION

1. 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.
2. 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:

1. 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;
2. materially breaches the Client Terms and the breach is incapable of being cured;
3. enters into a composition with its creditors;
4. receive a court order for its winding up;
5. has a receiver, manager, administrative receiver or administrator appointed with respect to it;
6. ceases to be able to pay its debts as they fall due; or
7. takes or suffers any action similar to any of the above in any jurisdiction.

3. 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:

1. becomes illegal or contrary to any law, regulation, guideline or request of any regulatory authority; or
2. becomes subject to a claim or potential claim that it infringes or violates the rights of any third party.

4.         Termination of all or any part of this Client Terms will not affect a party's respective accrued rights and obligations.
5. 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.  

20. 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.

21. DISCLAIMERS

1. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF OUR SERVICE, SITE, APP, SOFTWARE AND HARDWARE IS AT YOUR OWN SOLE RISK.
2. 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.
3. Klevio does not warrant or guarantee that access to the Service will be uninterrupted or error-free.
4. Without prejudice to subparagraphs 21.1,2 and 3 above, we disclaim to the fullest extent available under applicable law:

1. any damages or costs arising where you have incorrectly informed us that you have authority to install the Hardware at a particular location;
2. any warranties concerning the availability, accuracy, appropriateness, reliability, timeliness, or usefulness of the content of the Service, Site, App, Software or Hardware; and
3. 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.

5. 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:

1. any error, omission, deletion, or defect in the content available on or through the Service, Site, App, Software or Hardware; or
2. 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.

22. LIMITATION OF LIABILITY

1. 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.
2. 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:

1. damages to property, including "personal property";
2. business interruption, loss of business and other profits;
3. loss of programs, cost of replacing equipment or software or loss of records, information or data, loss of use of data;
4. loss of revenue;
5. 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;
6. any indirect, special, exemplary, punitive, incidental or consequential loss; or
7. any loss attributable to errors, omissions, or other inaccuracies in the Service or Hardware.

3. The exclusions of liability in this clause 22 shall apply even if Klevio shall have been advised of the possibility of such loss.
4. 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.  
5. 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.
6. 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.

23. MISCELLANEOUS

1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.