Terms of Services
(B) If Customer does not accept these terms, then please do not use any of our services by any means.
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
Agreement: the agreement constituted by Customer’s acceptance on completing the Subscription Form of these Terms of Service, any additional service-specific terms, and the details of Customer’s subscription on the Subscription Form.
API: means an application programme interface provided by us to Customer for the purpose of [connecting an online property of Customer and the Service].
App: any downloadable application made available by us, either from a Windows desktop environment or from a mobile app store such as the Apple iTunes Store or Google Play;
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Customer Data: the data inputted by the Customer for the purpose of using the Services or facilitating the Customer’s use of the Services.
Customer: the corporate entity specified as the Customer on a Subscription Form;
Effective Date: the start date of Customer’s Initial Subscription Term as specified in the Subscription Form.
Initial Subscription Term: the initial term of this Agreement as set out in the Subscription Form.
Keyura, or “we” or “us”: Keyura Ltd, a limited company registered in England and Wales under company number 09502535 with its registered office at Ashfields Suite, International House, Cray Avenue, Orpington BR5 3RS.
Normal Business Hours: [8.00 am to 6.00 pm] local UK time, each Business Day.
Permitted Usage: the use of the Services as specified with reference to the parameters on the Subscription Form, being use limited or denominated by file space, database space, data records, number of API transactions, number of users, devices, interactions or tasks.
Product Description: the document made available to the Customer by Keyura online via www.keyura.cloud or such other web address notified by Keyura to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Renewal Period: the period described in clause 13.1.
Services: the subscription tools, information and services provided by Keyura to the Customer under this Agreement via the App, the API, or the Website.
Software: the mobile application comprised in the Keyura online software applications provided by Keyura as part of the Services.
Subscription Fees: the subscription fees payable by the Customer to Keyura for the Permitted Usage, as set out in the Subscription Form.
Subscription Form: the online ordering for the Services completed by the Customer, including the ‘My Subscriptions’ area of the Website.
Subscription Term: has the meaning given in clause 13.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support Services Policy: Keyura’s policy for providing support in relation to the Services as made available at www.keyura.cloud or such other website address as may be notified to the Customer from time to time.
User: any person to whom Customer provides access to or otherwise make available the Service in whole or in part in any form.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Website: the website at www.keyura.cloud, or any substitute or replacement for it.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
1.9 A reference to writing or written includes e-mail and interaction by means of the [‘My Subscriptions’] section of the Website.
1.10 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.
1.11 We may revise these Terms of Service and any charges applicable to the Services, at any time by updating this posting or (in the case of increases to the charges) [notifying you by means of the ‘My Subscriptions’ area of the Website]. Please check www.keyura.cloud/termsofservices from time to time to review the then current Terms of Service. We will notify Customer of any changes as they occur, and they will be binding on Customer as from the start of the Subscription Term following the date of the change.
2.1 Subject to the Customer paying for the Permitted Usage in accordance with clause 3 and clause 9.1, the restrictions set out in this Agreement, Keyura hereby grants to the Customer a non-exclusive, non-transferable right to use the Services strictly in accordance with the Permitted Usage during the Subscription Term solely for the Customer’s internal business operations.
2.2 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property;
and Keyura reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause. Keyura shall fully co-operate with any law enforcement authorities or court order requesting or directing Keyura to disclose the identity or locate anyone posting any material in breach of clause 2.3 and 2.4.
2.3 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror,republish, download, display, transmit, or distribute all or any portion of the Software and/or Product Description (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Product Description in order to build a product or service which competes with the Services and/or the Product Description; or
(c) use the Services and/or Product Description to provide services to third parties; or
(d) subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Product Description available to any third party, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Product Description; and
2.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Product Description and, in the event of any such unauthorised access or use, promptly notify Keyura.
2.5 The rights provided under this Agreement are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
2.6 The Customer undertakes to ensure that all Users comply with this Agreement and acknowledge that Customer shall remain responsible and liable for the acts or omissions of all Users to the same extent as if Customer had carried out such acts or omissions itself.
2.7 Responsibility for the security of any usernames and passwords issued (including those of any Users) rests with Customer. If Customer has reason to believe that any admin or User account details have been obtained by another without consent, the Customer should contact us immediately to suspend the account.
3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional Permitted Usage in excess of that initially purchased and Keyura shall grant access to the Services for such additional Permitted Usage in accordance with the provisions of this Agreement.
3.2 If the Customer wishes to purchase additional Permitted Usage, the Customer may do so by means of the ‘My Subscriptions’ area of the Website.
3.3 In the event that Customer exceeds any volume-based Permitted Usage limits, we will inform Customer when we reasonably can. We may charge Customer foruse above its Permitted Usage in accordance with the rates published in the [Pricing] page of the Website, and may stop Customer from making further use of the Service until the relevant additional charges are paid.
3.4 If additional Permitted Usage is charged to or purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), resulting charges shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
4.1 Keyura shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this Agreement.
4.2 Keyura shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of [10.00 pm to 2.00 am UK time]; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that Keyura has used reasonable endeavours to give the Customer at least [Normal Business Hours’] notice in advance.
4.3 Keyura will, as part of the Services and at no additional cost to the Customer, provide the Customer with Keyura’s standard customer support services during Normal Business Hours in accordance with Keyura’s Support Services Policy in effect at the time that the Services are provided. Keyura may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at Keyura’s then current rates.
4.4 From time to time Keyura may offer Customer certain additional Services as free beta trials in order to gain a view on their maturity and suitability for adding to the Keyura suite of services. Customer agree that Keyura has the sole authority and discretion to determine the period of time for testing and evaluation of these beta services and reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of them with or without notice to Customer. Customer agrees that Keyura will not be liable to Customer or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the beta services for any reason. Once the beta trial period is ended, we will notify Customer and Customer will either commence payment for the relevant Service or discontinue use.
4.5 Keyura may suspend Customer’s user account or temporarily disable access to whole or part of the Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies.
4.6 We will terminate Customer’s user account on Customer’s request. Customer shall remain obliged to pay the Subscription Fee for the remainder of its then-current subscription period.
4.7 If Customer discontinues use of any part of the Service, or this Agreement expires or is terminated, Keyura shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request received within [90 days] of termination, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination).
4.8 In respect of Customer’s use of the API, Customer additionally warrants and undertakes that:
(a) it holds all rights and have obtained all licences required to use the API integration it develops and the any data processed by means of the API; and
(b) its use of the API will not infringe our rights or anyone else’s, nor will it breach any applicable laws or regulations.
4.9 We accept no responsibility for any liability that arises in connection with anyone else unlawfully obtaining access to Customer’s API account in order to abuse the nature and intent of the API; and
4.10 We accept no responsibility for any liability that arises in connection with the theft of Customer’s API authentication token, username or password by unauthorized third parties.
4.11 Keyura shall be entitled to make reference to its involvement with the Customer in the press or media for marketing and promotional needs.
5.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality,reliability, integrity, accuracy and quality of the Customer Data.
5.2 Keyura shall follow its archiving procedures for Customer Data as set out in its [Back-Up Policy] available at www.keyura.cloud or such other website address as may be notified to the Customer from time to time, as such document may be amended by Keyura in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for Keyura to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Keyura in accordance with the archiving procedure described in its [Back-Up Policy]. Keyura shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Keyura to perform services related to Customer Data maintenance and back-up).
5.3 If Keyura processes any personal data on the Customer’s behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and Keyura shall be a data processor and in any such case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer is located in order to carry out the Services and Keyura’s other obligations under this Agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Keyura so that Keyura may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer’s behalf;
(c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
(d) Keyura shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Customer from time to time; and
(e) Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
7.1 Keyura undertakes that the Services will be performed substantially in accordance with the Product Description and with reasonable skill and care.
7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Keyura’s instructions, or modification or alteration of the Services by any party other than Keyura or Keyura’s duly authorized contractors or agents. If the services do not conform to the undertaking in clause 7.1, Keyura will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, Keyura:
(a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Product Description and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Product Description may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.3 Customer acknowledges that the Service has not been developed to meet Customer’s individual requirements, and that it is therefore Customer’s responsibility to ensure that the facilities and functions of the Service as described on the App meet Customer’s requirements.
7.4 Customer further acknowledges that it is not possible to test the Service in advance in every possible operating combination and environment and it is not possible to produce a Service known to be error free in all circumstances.
7.5 We make no warranty or representation that the App or the Services will meet Customer’s particular requirements, that they will be of satisfactoryquality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, or that they will be secure or free of Viruses (despite our efforts to deploy industry standard security measures).
7.6 Nothing in this Agreement shall prevent Keyura from entering into similar agreements with third parties, or from independently developing, using, selling or licensing Product Description, products and/or services which are similar to those provided under this Agreement.
The Customer shall:
(a) provide Keyura with:
(i) all necessary co-operation in relation to this Agreement; and
(ii) all necessary access to such information as may be required by Keyura;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b) comply with all applicable laws and regulations with respect to its activities under this Agreement;
(c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Keyura may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Services and the Product Description are used in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Keyura, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by Keyura from time to time; and
(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Keyura’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
9.1 The Customer shall pay the Subscription Fees to Keyura for the Permitted Usage in accordance with this clause 9 and the Subscription Form.
9.2 The Customer shall on the Effective Date provide to Keyura valid, up-to-date and complete credit card details or approved purchase order information acceptable to Keyura and any other relevant valid, up-to-date and complete contact and billing (credit card) details. The Customer hereby authorises Keyura to bill such credit card:
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) subject to clause 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
9.3 All amounts and fees stated or referred to in this Agreement:
(a) shall be payable in pounds sterling or US dollars, as notified on the Subscription Form;
(b) are, subject to clause 12.4(b), non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to Keyura’s invoice(s) at the appropriate rate.
9.4 Keyura shall be entitled to increase the Subscription Fees, or the fees payable in respect of the additional Permitted Usage purchased pursuant to clause 3.3, at the start of each Renewal Period upon  days’ prior notice to the Customer and the Subscription Fees shall be deemed to have been amended accordingly.
9.5 In the event that any part of the Service is provided free of charge, Keyura may terminate such free use at any time and require payment of Subscription Fees as a condition of further use of that part of the Service.
9.6 If Customer Request A Demo for a fee paying account on a trial period and does not cancel that account within  days, Customer will be billed [monthly] for Customer’s ongoing use of the Service on the [30th] day following the date on which Customer initially signed up for Customer’s account. If Customer cancels Customer’s account (by using the My Subscriptions area of the Website) within the first 30 days then Customer will not be charged.
9.7 For paying accounts the Service is billed monthly in advance on or around the 30th day after Customer’s account was created. Payments are non-refundable, and no refunds or credits will be given for any partial use within any month.
9.8 Keyura reserves the right to suspend Customer’s access to the Service immediately if Customer fails to provide Keyura with valid credit card details that enable Keyura to charge the full amount of any outstanding fees and charges within 30 days of the due date. We will provide prior notice of our intention to suspend Customer’s access by [email to Customer’s then registered email address]. If no payment is made to clear the full amount of any outstanding fees and charges within a further  days Customer’s account and all associated data will be deleted and this Agreement shall be automatically terminated.
10.1 The Customer acknowledges and agrees that Keyura and/or its licensors own all intellectual property rights in the Services and the Product Description. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Product Description.
10.2 Without limitation on clause 10.1 above, all trade marks, logos and service marks (the Trade Marks) which appear on the Platform or API are our registered and unregistered Trade Marks or are licensed for use by us by the owners of those Trade Marks.
10.3 Other Trade Marks are proprietary marks and are registered to their respective owners.
10.4 Nothing contained in the Services should be construed as granting any licence or right to use any Trade Marks displayed on the Service without our written permission or such other Trade Mark owner.
11.1 The Customer shall defend, indemnify and hold harmless Keyura against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Product Description, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) Keyura provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
(c) the Customer is given sole authority to defend or settle the claim.
11.2 Keyura shall defend the Customer, its officers, directors and employees against any claim that the Services or Product Description infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a) Keyura is given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to Keyura in the defence and settlement of such claim, at Keyura’s expense; and
(c) Keyura is given sole authority to defend or settle the claim.
11.3 In the defence or settlement of any claim, Keyura may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
11.4 In no event shall Keyura, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Services or Product Description by anyone other than Keyura; or
(b) the Customer’s use of the Services or Product Description in a manner contrary to the instructions given to the Customer by Keyura; or
(c) the Customer’s use of the Services or Product Description after notice of the alleged or actual infringement from Keyura or any appropriate authority.
11.5 Clause 11.2 and clause 12.4(b) state the Customer’s sole and exclusive rights and remedies, and Keyura’s (including Keyura’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
12.1 This clause 12 sets out the entire financial liability of Keyura (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
(a) arising under or in connection with this Agreement;
(b) in respect of any use made by the Customer of the Services and Product Description or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
12.2 Except as expressly and specifically provided in this Agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Product Description by the Customer, and for conclusions drawn from such use. Keyura shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Keyura by the Customer in connection with the Services, or any actions taken by Keyura at the Customer’s direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
(c) the Services and the Product Description are provided to the Customer on an “as is” basis.
12.3 Nothing in this Agreement excludes the liability of Keyura:
(a) for death or personal injury caused by Keyura’s negligence; or
(b) for fraud or fraudulent misrepresentation.
12.4 Subject to clause 12.2 and clause 12.3:
(a) Keyura shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
(b) Keyura’s total aggregate liability in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to 150% of the total Subscription Fees paid and payable by the Customer during the 12 months immediately preceding the date on which the laim arose.
13.1 This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter this Agreement shall be automatically renewed for successive periods equivalent to the Initial Subscription Term (each a Renewal Period), unless:
(a) either party notifies the other party of termination (in writing, or through the ‘Cancel my Account’ function on the Website, or by raising a support ticket) before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this Agreement.
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term. Customer may notify Keyura of its termination of any Service in accordance with this clause 13.1 by means of the My Subscriptions are of the Website.
13.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.3(d) to clause 13.3(j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
13.3 On termination of this Agreement for any reason:
(a) all licences granted under this Agreement shall immediately terminate;
(b) each party shall return and make no further use of any equipment, property, Product Description and other items (and all copies of them) belonging to the other party;
(c) Keyura may destroy or otherwise dispose of any of the Customer Data in its possession unless Keyura receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Keyura shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request received within [90 days] of termination, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Keyura in returning or disposing of Customer Data; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
Keyura shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Keyura or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or irection, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
15.1 Customer shall keep our confidential information confidential. This includes the API, the App and all information (of any kind and in any format and coming into Customers knowledge, possession or control in any way) relating to our business, finance or technology, know-how, intellectual property rights, assets, strategy, products and customers, where the information is identified as confidential at the time of disclosure or ought reasonably to be considered confidential given its nature or how it was disclosed (Confidential Information).
15.2 Customer shall not without our prior written consent use, disclose, copy or modify our Confidential Information (or permit others to do so) other than as strictly necessary for Customer to be able to do what Customer is permitted and required to do under this Agreement and, where disclosure to Customer’s officers, employees, agents, professional advisers and contractors is necessary, Customer shall ensure such persons are made aware of and agree in writing to observe these same obligations
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
19.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
19.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
20.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
20.2 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
21.1 The Customer shall not, without the prior written consent of Keyura, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
21.2 Keyura may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
This agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
26.1 Apple Mandatory Terms. By downloading the App from the Apple iTunes App Store, the following terms also apply to Customer:
(a) Acknowledgement: Both of us acknowledge this constitutes an agreement between Customer and us only, and not with Apple, and we, not Apple, are solely responsible for the App and the content thereof.
(b) Scope of License: This License granted to Customer for the App is limited to a non- transferable license to use the App on an iPhone, iPad or iPod touch that Customer own or control and as permitted by the Usage Rules set forth in the App Store Terms and Conditions (the “Usage Rules”).
(c) Maintenance and Support: We, not Apple, are solely responsible for providing any maintenance and support services with respect to the App, as specified in this Agreement. We and Customer both acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
(d) Warranty: We are solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed in this Agreement. In the event of any failure of the App to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price for the App to Customer. To the maximum extent permitted by law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility.
(e) Product Claims: We and Customer acknowledge that We, not Apple, are responsible for addressing any claims by Customer or any third-party relating to the App or Customer’s use or possession of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(f) Intellectual Property Rights: You and We acknowledge that, in the event of any third-party claim that the App or Customer’s possession and use of the App infringes that third-party’s intellectual property rights, We, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.
(g) Legal Compliance and Export: You represent and warrant that (i) Customer are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) Customer are not listed on any U.S. Government list of prohibited or restricted parties.
(h) Third Party Beneficiary: We and Customer acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and that, upon acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer as a third-party beneficiary thereof.
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