Updated 20th January 2025
1. DEFINITIONS
“Additional Service Costs” means any additional costs payable by the Licensee that may be payable prior to or in arrears of any upgrades or services provides by the Licensor;
“Best Practice” means applying all reasonable skill and care as is to be expected of a properly qualified and competent leading member of the provider’s profession experienced in carrying out work such as its duties under this Agreement in relation to projects of similar scope, size, nature, timescale and complexity;
“Confidential Information” means data and information which is not in the public domain and is ordinarily considered to be of a sensitive or private nature relating to the License, or users of our system(s)
“the Contract” means the contract between the Licensor and Licensee for the procurement of a license to use the Software (this includes where the fee has been reduced of waived);
“Customer Data” data provided or generated by the customer during their use of the service.
“Deliverables” means the Software, Documentation, any Third Party Software, installation and training or training materials as agreed to be provided by the Licensor to the Licensee;
“Designated Equipment” means the network equipment and systems or other items owned by the Licensee and necessary to execute the Software as specified;
“Documents” means the operating manual, user instructions, technical literature and other documentation supplied to the Licensee by the Licensor for aiding the use of the Software;
“GDPR” means the General Data Protection Regulation (EU) 2016/679 and the UK GDPR and the Data Protection Act 1998;
“Intellectual Property Rights” means all intellectual property, including without limitation, source code, patents, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off and all other intellectual property rights, in each case, whether registered or unregistered, in the Software and Documentation;
“License” means the non-exclusive, non -assignable, non -transferable license to use the Software granted by the Licensor to the Licensee for the term of the subscription;
“Licensee” means the party to whom the Licensor is granting the License as detailed on the SaaS Portal;
“License Fee” means the license fee payable by the Licensee to the Licensor as set out in the SaaS Portal;
“Licensor” means Keyzo IT Solutions Ltd.
“Normal Office Hours” means the hours 09:00am to 17:00pm GMT/BST,Monday to Friday, except English Statutory Holidays
“Order” means the Licensee’s order to purchase the ‘License, which shall be completed by ompleting all steps within the online Portal;
“Order Confirmation” means the Licensee has completed the purchasing process and the Licensor has accepted the purchase and to which these Terms will apply;
“Pre -requisite Information” means the data, information and other information to be provided by the Licensee prior to the commencement of the License;
“SAAS” means Software as a Service
“Services” means the maintenance and support services provided by the licensor to the Licensee as set out on the Order Confirmation Form;
“SLA” means Service Level Agreement
“Software” means the Licensors web version of the Software being procured by the Licensee specified in the Order Confirmation Form;
“Specification” means any specification agreed in writing between the Licensor and the Licensee containing any specific statement of works or module elements of the Software to be provided by the Licensor to the Licensee;
“Subscription Plan” the specific plan or package chosen and paid for by the Licensor;
“Term” means the period of time commencing the start date of the purchase and the period for which the purchase has been made ie monthly or annually;
“Terms” means these terms and conditions of sale and license of software;
“Third Party Software” means any software owned by a third party.
2. ENTIRE AGREEMENT
2.1 These Terms contain the whole agreement between the parties who confirm that they have not entered into the Contract in reliance on any representations that are not expressly incorporated in these Terms. These Terms apply to the Contract to the exclusion of any other terms that the Licensee seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Licensee acknowledges that they have not relied on any statement, promise or representation made or given by or on behalf of the Licensor which is not set out in the Terms.
3. BASIS OF CONTRACT
3.1 All complete orders shall be deemed to be an acceptance by the Licensee to purchase the License and/or the Services pursuant to these Terms.
3.2 No Order shall be binding on the Licensor unless and until the Licensor has paid for their subscription in full;
3.4 No variations to these Terms (including any special conditions agreed between the parties) shall be applicable.
4. GRANT OF LICENSE
4.1 In consideration for the payment by the Licensee of the License Fee(s), the Licensor hereby agrees to:-
4.2 grant to the Licensee a non-exclusive, none-assignable and non-transferable License to use the Software for the term specified;
4.3 Licensor is not permitted to resell or sublicense the software unless explicity agreed upon and in this case, must be in writing;
4.4 deliver the Deliverables to the Licensee;
4.5 Provide web access and credentials to software, install the Software, or, if applicable, make the Software available for downloading by the Licensee, on the Designated Equipment for the subscription period.
5. FEES
5.1 The Licensee will pay for their license via the online portal and will be liable for the payment for the term. If monthly payment is selected, the fee due will be for the month and if annual subscription is selected, the fee due will be for the annual period. Partial use of a subscription period will not be refunded.
5.2 The Licensor shall be entitled, at its discretion, to disable functionality of the whole or any part of the Software if subscription payments are not maintained and if in the event additional charges arise under the Contract have been paid in full.
6. LICENSEE’S OBLIGATIONS
6.1 During the continuance of the subscription the Licensee shall:
6.1.1 ensure that the Software is used only in accordance with the recommendations or instructions provided by the Licensor in the Documentation;
6.1.2 not alter or modify the Software in any way whatsoever nor permit the Software to be combined with any other programs or Third Party Software without the prior written consent of the Licensor;
6.1.3 not request, permit or authorise anyone other than the Licensor to provide support services for the Software;
6.1.4 co-operate fully with the Licensor, its employees, agents, consultants or subcontractors in the diagnosis of any error or defect in the Software;
6.1.5 permit designated employees, agents, consultants and subcontractors of the Licensor access to the software and potentially computer systems and/or device(s) owned and operated by the Licensee as is necessary to enable the Licensor to fully perform its obligations under the Contract;
6.1.6 make available to the licensor, free of charge, all information facilities and services reasonably required by the licensor to perform its obligations under the Contract;
6.2 By agreeing to these terms, the Licensee acknowledges that it is a condition of this agreement that the licensee provides to the licensor, and continues to provide to the Licensor throughout the duration of the Licence, the Prerequisite Information. The Licensee warrants the accuracy of such data and information and undertakes to immediately notify the Licensor.
6.3 Licensee(s) will ensure they re compliant with all applicable laws whilst using and/or accessing the Software.
6.4 Licensee(s) will ensure they act responsibly and maintain the confidentiality of their login credentials.
6.5 Licensee(s) will not use the Software for any illegal or unauthorised purposes.
7. INTELLECTUAL PROPERTY RIGHTS & CONFIDENTIALITY
7.1 All Intellectual Property Rights in the Software and Documentation, and any modifications thereof, shall at all times belong to the Licensor during the subsistence of the Contract and after termination of the Contract.
7.2 The Licensee acknowledges and confirms that it shall not at any time possess or gain any Intellectual Property Rights in the Software or Documentation and shall be entitled to use the Software and Documentation for internal business purposes only as a licensed user/reseller under the terms of the Contract.
7.3 The Licensee shall not: –
7.3.1 make any back-up copies of the Software and Documentation;
7.3.2 disassemble, decompile, reverse translate or in any other manner decode the Software;
7.3.3 assign, transfer, sell, lease, rent, charge or otherwise deal in or encumber the Software or Documentation on behalf of any third party or make available the same to any third party; or
7.3.4 remove or alter any copyright or other proprietary notice on any of the Software or Documentation.
7.4 The Licensee shall:
7.4.1 keep confidential the Software and Documentation and limit access to the same to those of its employees, agents and subcontractors who either have a need to know or who are engaged in the use of the Software;
7.4.2 notify the Licensor immediately if the Licensee becomes aware of any unauthorised use of the whole or any part of the Software by any third party; and
7.4.3 without prejudice to the foregoing, take all such other steps as shall from time to time be necessary to protect the confidential information and Intellectual Property Rights of the licensor in the Software and Documentation.
8. FORCE MAJEURE
8.1 The Licensor shall not be liable for any delay or defect due to any act of God, war, strike, lock out, industrial action, fire, flood, draught, tempest or any other event beyond the reasonable control of either party.
8.2 If any obligation under the Contract cannot be performed for a continuing period of 3 (three) months as a result of one or more of the events described in clause then either party may terminate the Contract by notice in writing to the other at the end of this period.
9. WARRANTY AND LIMITATION OF LIABILITY
9.1 Subject to the following provisions, the Licensor warrants to the Licensee that:
9.1.1 its title to and property in the Software and Documentation are free and unencumbered and that it has the right, power and authority to grant the License to the Licensee upon these Terms;
9.1.2 the Software will operate in all material respects in accordance with the Specification and Documentation provided that the Software is used in accordance with the Licensors recommendations and instructions:
9.1.3 any Services agreed to be supplied by the Licensor shall be provided with reasonable care and skill.
9.2 The Licensor shall be under no liability under the above warranties: –
9.2.1 if the total License Fee has not been paid by the Due Date;
9.2.2 if the Software is used other than in accordance with the Licensor’s recommendations or instructions; or
9.2.3 if written notice of the circumstances surrounding any warranty claim is not received by the licensor within the period of 90 days commencing with the date of installation of the Software.
9.3 Where a valid claim is made under any of the above warranties the Licensor may, at its sole discretion, either rectify any such defect or fault at its expense OR refund the License Fee to the licensee, in which case the licensor shall have no further liability to the Licensee.
9.4 Subject as expressly provided in these Terms, all warranties, conditions or other terms implied by statute or common law are expressly excluded from the Contract to the fullest extent permitted by law.
9.5 This clause sets out the entire financial liability of the Licensor (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Licensee in respect of:
9.5.1 any breach of this Contract;
9.5.2 any use made by the licensee of the Services; and
9.5.3 any representation, statement or tortuous act or omission (including negligence) arising under or in connection with this Contract.
9.6 Nothing in this clause shall operate to exclude or limit the Licensor’s liability for:
9.6.1 death or personal injury caused by the licensors negligence; Or
9.6.2 any damage or liability incurred as a result of fraud or fraudulent misrepresentation by the Licensor.
9.7 Subject to clause8.6, the Licensor shall not be liable for:
9.7.1 loss of profits; or
9.7.2 loss of business; or
9.7.3 depletion of goodwill and/or similar losses; or
9.7.4 loss of anticipated savings; or
9.7.5 loss of contract; or
9.7.6 loss of use; or
9.7.7 loss of, damage to or corruption of data or information; or
9.7.8 any special, indirect, consequential or pure economic loss, costs, damages, charges and expenses; and
9.7.9 the Licensor’s total liability in contract. tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount of the License Fee payable under the Contract to the subject of the claim.
10. DATA PROTECTION & PRIVACY
10.1 Licensor should refer to the Privacy Policy or Privacy Statement for the most up to date information relating to data processes and information security.
11. AMENDMENTS
11.1 Keyzo IT Solitions will review these terms and condition regularly and reserves the right to amend them as appropriate.
