Terms and conditions

Service level agreement for usage of Kinabase

1. Definitions

The following terms as used in this Agreement have the following meanings:

“Agreement” means this Agreement which may be amended by the Company from time to time in accordance with its terms;

“Kinabase” means the online Business Management platform managed by the Company and provided through the Website and other properties;

“Kinabase Technology” means all the proprietary technology used in delivering the Service (including the software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to the Client by the Company in providing the Service;

“Client”, “you”, “yours” means you, the corporate entity or organisation ordering the Service(s);

“Client Data” means any data, information or material provided or submitted by or on behalf of the Client to Kinabase and/or the Service in the course of using the Service including but not limited to data held in the Service;

“Company”, “we”, “us” means Cambridge Kinetics Ltd;

“Content” means the documents, software, materials, products and services contained or made available to the Client in the course of using the Service;

“Defect” means an error in the operation of the Service that causes the Service to fail to operate substantially as documented;

“Effective Date” means the date upon which this Agreement is accepted by the Client;

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights (including rights in computer software), trade marks, service marks, trade names, domain name rights, database rights, design rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

“Law” means any applicable law (statutory, common or otherwise), legislation (primary or secondary), statutory provision, statutory instrument, constitution, treaty, convention, ordinance, equitable principle, code, directive, edict, decree, rule, order, requirement, regulation, guidance, executive order, or other similar authority issued, enacted, adopted, promulgated, implemented, applied, or otherwise put into legal effect by or under the authority of any governmental entity in any relevant jurisdiction;

“Service(s)” means the online Business Management services developed, operated, and maintained by the Company (and its licensors, where applicable), or ancillary online or offline products and services provided to the Client by the Company, to which the Client is being granted access under this Agreement, including the Kinabase Technology and the Content;

“User(s)” means the Client’s employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by the Client (or by the Company at the Client's request); and

“Website” means kinabase.com

2. Privacy

2.1 The Company’s Privacy Policy in relation to the Client's use of the Service may be viewed on the Kinabase website, and is incorporated into this Agreement by reference.

2.2 The Company reserves the right to modify its Privacy Policy in its reasonable discretion from time to time. With regard to any personal data input by or collected from the Client that may be stored or processed in the Kinabase system, such data shall be stored and processed by the Company in accordance with UK data protection legislation. Note that because the Service is a hosted, online application, the Company occasionally may need to notify all Users of the Service of important announcements regarding the operation of the Service.

3. Registration

3.1 Upon signing up for the Service and at subsequent times as requested by the Company, the Client agrees to provide to the Company a true, accurate, current, and complete business name, administrator name, billing address, the addresses where the Service will primarily be used, email address, contact phone number, credit/debit card information, and other data which may be necessary to administer your account (collectively, “Registration Data”). The Client represents and warrants that the information provided is accurate, current, and complete, and agree to promptly update any of the information if it changes.

3.2 If the Client provides Registration Data that is, or that the Company suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, the Company has the right, in its sole discretion, to suspend or terminate the Service and refuse any and all current or future use of the Service by the Client, affiliates and all users of the Client’s account. At all times, the Client shall maintain and promptly update Registration Data.

4. Licence Grant and Restrictions

4.1 Subject to and conditional upon the Client's compliance with the terms of this Agreement, the Company hereby grants to the Client a non-exclusive, limited, personal, revocable, non-transferable, right to use the Service, solely for the Client's own internal business purposes, subject to the terms and conditions of this Agreement.

4.2 All rights not expressly granted to the Client are reserved by the Company and its licensors.

4.3 The Client may not access the Service if they are a direct competitor of the Company or any of the Company’s businesses or associated companies, except with the Company’s prior written consent.

4.4 In addition, the Client may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Unless agreed in advance in writing, The Client shall not: (i) license, sublicense, sell, resell, transfer, assign, rent, lease, export, import, act as an intermediary or provider, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

4.5 The Client may use the Service only for internal business purposes and shall not (nor authorise any third party to): (i) store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (ii) store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (iv) attempt to gain unauthorised access to the Service or its related systems or networks.

4.6 The Company, in our sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to Kinabase and the Service. Thr Client acknowledges and agrees that the Company has no obligation to make available to the Client any subsequent versions of Kinabase or the Service. In addition, the Client and the Company acknowledge that no third-party has any obligation whatsoever to furnish maintenance or support services with respect to Kinabase or the Service and that the Company is solely responsible for the provision of maintenance and support as provided in this Agreement and to the extent such maintenance and support is required under applicable Law.

4.7 Kinabase and the Service may be integrated with third party applications, websites, and services (“Third Party Services”) to make available content, products, and/or services to the Client. These Third Party Services may have their own terms and conditions of use and privacy policies and your use of these Third Party Services will be governed by and subject to such terms and conditions and privacy policies. The Client understands and agrees that the Company does not endorse and is not responsible or liable for the behaviour, features, or content of any Third Party Services or for any transaction you may enter into with the provider of any such Third Party Services.

5. The Client's Responsibilities

5.1 The Client is solely responsible for all activity occurring under their User accounts and shall abide by all applicable Law in connection with their and their Users’ use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. The Client shall: (i) notify the Company immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to the Company immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by the Client or their Users; (iii) not impersonate another Kinabase User or provide false identity information to gain access to or use the Service and (iv) purchase additional licences for each individual User of the Service and acknowledges that Users are not permitted to share their username and password with any other person nor with multiple Users on a network.

5.2 The Client, and employee(s) of the Client, shall not use Kinabase or the Service for any illegal, fraudulent, improper, or abusive purpose or in any way that interferes with the Company’s ability to provide a high quality Service to other clients, prevents or restricts other clients from using the Service, or damages any of the Company’s or other clients’ property. If the Company finds that the Client is using the Service for anything other than as permitted by this Agreement or for any of the prohibited uses in this Agreement, the Company may at our sole discretion terminate your Service with immediate effect. Prohibited uses include, but are not limited to:

i) Behaviour that is illegal, obscene, threatening, harassing, defamatory, libellous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another’s privacy.

ii) Harvesting or otherwise collecting information about others, including email addresses, without their consent or in breach of applicable data protection or privacy laws.

iii) Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, Trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.

iv) Transmitting any material that may infringe, misappropriate, or otherwise violate any third party's Intellectual Property Rights.

v) Using the Service in any way that interferes with other clients’ and third parties’ use and enjoyment of the Service or use the Service in any manner which disrupts, prevents or restricts any other client from using the Service.

vi) Using or employing methods and/or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid the restrictions and limitations contained in this Agreement.

5.3 The Client further understands and agrees that:

i) The Client shall be solely liable for any transmissions sent through Kinabase and the Service under your account, including the content of any transmission sent through the Service under your account.

ii) The Client will abide by all applicable the Company policies, procedures, and agreements related to Kinabase and the Service.

5.4 The Client agrees not to directly or indirectly through a third party engage in any conduct or make any communication (public or private) that disparages the Company, Kinabase or the Service in any way. Such communications include, but are not limited to, publishing, posting, printing, disseminating, or otherwise making such disparaging statements on or through the Internet, in any blog, or through any other form of social media. The Client further agrees not to solicit or encourage, directly or indirectly, any such statements, comments, or communications by any third-party. In accordance with the termination provisions below, the Company may terminate your access to Kinabase or the Service if you breach the requirements of this section.

5.5 If we, in our sole discretion, consider the Client to be in breach of this Agreement, or likely to be in breach of this Agreement, we may take any action we think is necessary to protect Kinabase, the Service and its users. We may: (i) withdraw your right to use Kinabase and the Service; (ii) remove Client Data from Kinabase; (iii) take legal proceedings against you; (iv) disclose any information to law enforcement authorities we think is necessary or as required by Law. These actions are not limited and we may take any other action we reasonably deem appropriate.

5.6 As the Client will be submitting and providing Client Data which may contain the personal data (and potentially sensitive personal data (as such terms are defined under the Act)) of Users and third parties, the Client acknowledges and accepts that the Client is solely responsible for obtaining all required consents, authorisations and permissions from such Users and third parties to enable you to provide such information to us and to grant to us the rights set forth in this Agreement and the privacy policy. It is the Client’s responsibility to ensure that all such Users and third parties are aware of and accept the terms of this Agreement and the privacy policy and that you have obtained explicit consent of Users to our processing any of their sensitive personal data in accordance with this Agreement and the privacy policy. The Client may not provide us with any Client Data or other information containing personal data of Users or third parties unless and until the Client has obtained all necessary consents, authorisations and permissions to do so.

6. Account Information and Data

6.1 The Company does not own any of the Client Data. The Client, nor the Company, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and the Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data.

6.2 In the event this Agreement is terminated (other than by reason of the Client's breach), the Company shall advise the Client how it may retrieve the Client Data but it will be the sole responsibility of the Client to retrieve a copy of their Client Data within 30 days of termination after which time, to the extent permitted by applicable Law, the Company may delete all such data.

6.3 The Company reserves the right to withhold, remove and/or discard Client Data without notice for any breach by the Client without limitation. Upon termination by the Company for any breach, the Client’s right to access or use Client Data immediately ceases, and the Company shall have no obligation to maintain or store or forward any Client Data.

7. Fees Invoicing & Payment

7.1 Credit card payments

For paying accounts, the Client agrees to provide a valid payment card and authorise the Company to deduct payments of the current monthly fees as advised, as amended from time to time, and notified to the Client. The payment card must be registered in the Client’s name. Payment cards and payments are subject to validation and authorisation checks of the card issuer.

Clients will be billed monthly in advance. There will be no refund or credit for partial months of Service. Fees are chargeable and shall be payable until an account is terminated or cancelled.

The Company reserves the right to amend pricing plans and notify the Client of any such changes in advance.

7.2 Annual Invoice Payments

Where we agree to the Client having an annual account on a trial basis, you will be invoiced annually in advance from the end of the trial. The Service shall continue on an annually renewing subscription term until cancelled or terminated and you shall be liable to pay annual fees for the account.

Clients will be billed annually and payment of all fees is due within 14 days of the date of all invoices. There will be no refund or credit for any part of a subscription term. Fees are chargeable and shall be payable until an account is terminated or cancelled, even if you never use the Service.

The Company shall be permitted to audit all use of the Service to check compliance with the pre-agreed number of Users permitted under the agreement. If the number of Users exceeds the number permitted, we may invoice you extra fees for the additional subscriptions on a prorated basis for the remainder of the current term.

7.3 Free Accounts

The Client is not required to provide payment card details for a free account. If the Client upgrades from a free account to a fee paying account there is no trial period. The Client will be charged for the first month immediately following any such upgrade.

All fees are exclusive of all taxes, charges, levies, assessments and other fees of any kind imposed on use of the Service and such amounts shall be the responsibility of, and payable by, the Client. If the Client’s place of business is within the UK we will add UK VAT to our fees at the then current rate.

7.4 Credit

i) The Company, in its absolute discretion, may offer Credit for any user account, that can be used to offset any invoice.

ii) Any Credit can only be redeemed against fees charged for the Service, in accordance with any conditions stipulated from time to time by the Company.

iii) Credit is non-transferable and non-refundable and there is no cash alternative.

iv) Credit is only valid for the period specified on granting, but in any event no longer than 6 months from the date of granting.

v) The Company, in its absolute discretion, reserves the right to alter or withdraw Credit at any time.

7.5 Suspension: Only the Client can ask us to lock all access to your account for any reason. We reserve the right to suspend access to your account if you fail to provide valid credit card details that enable us to charge the full amount of any outstanding fees and charges due or you fail to pay us any sums owed for the Service for any reason within 30 days of the due date for payment. We will provide the Client with prior notice by email of our intention to suspend your Client account but if payment remains outstanding for a further 14 days thereafter, we reserve the right to suspend your account without further notice. If, within 60 days of suspending your Client account, the amount of any outstanding fees and charges is not paid to us in full, your Client account will be cancelled.

7.6 Termination & Cancellation: Except for paying accounts, we reserve the right to cancel and delete your account if you haven't accessed the Service for more than 3 consecutive months. Each account will be considered as an independent and separate account for the purpose of calculating the inactive period. Any one user accessing the account will keep the account active.

7.7 The Client agrees to provide 30 day notice to removing a user from the Service and for the change in number of users to be reflected in invoices.

8. Availability & Support

8.1 We will endeavour to make the Website and Service available to the Client and Users with 99.9% uptime, however we shall not be liable if for any reason the Website or Service is unavailable at any time or for any period.

8.2 We may suspend access to your account temporarily and without notice in the case of system failure, maintenance or repair or due to a Force Majeure Event (defined below).

9. Intellectual Property Ownership

9.1 The Client hereby grants to the Company a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, non-transferable (except in connection with an assignment of this Agreement) licence to copy, store, share, record, transmit, display, view, print, and use Client Data to the extent required to provide or improve Kinabase and the Service and in accordance with our privacy policy.

9.2 The Company alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Kinabase Technology, the Content, and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the Service. This Agreement is not a sale and does not convey to the Client any rights of ownership in or related to the Service, the Kinabase Technology or the Intellectual Property Rights owned by the Company. The Kinabase name, the Kinabase logo, and the product names associated with the Service are trade marks of the Company or third parties, and no right or licence is granted to use them.

9.3 The Client is only entitled to the limited use of the rights expressly granted to the Client in this Agreement. The Client will not take any action to jeopardise, limit, restrict or interfere with the Company’s Intellectual Property Rights or do any other action or thing which otherwise has the effect of jeopardising, limiting, restricting or interfering with the Company’s ownership or use of such Intellectual Property Rights. The Client acknowledges and agrees that any unauthorised use of the Kinabase Technology and the Content is a breach of this Agreement, as well as a breach of applicable intellectual property laws. The Client acknowledges and understands that all title and rights in and to any third party content that may be accessed through Kinabase or the Service is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.

10. Setup and Training Services

10.1 Setup and training services may be available on request from the Company. Their availability and cost will be subject to agreement between the parties.

11. Excess Data Storage Fees

11.1 Disk maximum storage space allowance provided to the Client is at the sole discretion of the Company and the Company reserves the exclusive right to amend this at any time without notice.

12. Termination

12.1 This Agreement commences on the Effective Date.

12.2 The Client understands and agrees that the Company may at any time, and without additional notice to you, terminate, modify, suspend, discontinue, or block access to some or all of the features of Kinabase or the Service if:

a) The Company determines that the Client has materially breached this Agreement (without limiting the generality of the foregoing any unauthorised use of the Kinabase Technology or Service by the Client will be deemed a material and irremediable breach of this Agreement).

b) The Company determines that the Client did not or will not reasonably comply or cooperate with any applicable Law.

c) The Company is ordered by any regulator, law enforcement or other government agency to suspend or terminate the Service.

d) The Client brings any legal action or proceeding, including without limitation in any court, regulatory, or administrative body, arbitral body, or mediator, against the Company, or participate in any class action lawsuit against the Company.

e) The Client or any of Client’s employees makes any disparaging statement (whether written, oral, electronic, or otherwise) against the Company, the Service, Kinabase or the Company’s employees, contractors, agents, investors, affiliates, or other representatives.

f) The Company determines that such action is necessary to protect, maintain, or improve the Service; to prevent fraud or misrepresentation by affirmative acts and/or omissions; to protect the Company, our clients, or other third parties affiliated with the Company; or for any other good cause.

12.3 The Client understands that the Company may terminate this Agreement without cause upon thirty (30) days’ prior written notice.

13. Termination Consequences

13.1 Upon any termination or suspension of your account, the Company may immediately deactivate or delete your account and all related information and files in your account and/or restrict any further access to such files, information, or Service.

13.2 The Company shall not be liable to the Client or any third party for any reason for terminating or suspending your use or access to Kinabase or the Service.

13.3 The provisions of this Agreement relating to intellectual property ownership, Client representations and warranties, confidentiality, use policies and restrictions, storage of user information, publicity rights, non-disparagement, indemnification, force majeure, warranty disclaimers, limitations of liability, notices, assignment, modifications, interpretation, dispute resolution and choice of law shall survive termination or expiration of this Agreement for the maximum term allowable by Law.

14. Complaints Procedure

If a complaint cannot be resolved informally:

14.1 It should be submitted in writing to the Company, marking the envelope “Complaints”. The matter will then be passed to the Managing Director who will investigate, including arranging a meeting with the Client to discuss, where necessary. Following the investigation, a written decision will be provided to the Client.

14.2 If the Client does not accept this decision, they should submit a written appeal, restating their complaint and response to the Managing Director’s decision and why this decision is not acceptable, to the Company, which will then use a 3rd party legal firm to carry out its own investigation, including, where necessary, arranging meetings with the parties, together or separately. Following the investigation, the 3rd party legal firm will provide its decision, in writing, to both parties. The costs of the 3rd party legal firm will be covered by the Client and their decision is final.

15. Representations and Warranties

15.1 Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

15.2 The Company represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially as documented under normal use and circumstances. The sole remedy for breach of this warranty shall be correction of any Defects by the Company within a reasonable time from notification by the Client of the Defect that constitutes such a breach, providing that such remedial work is commercially practicable, and the Client provides all the information that may be necessary to assist the Company in resolving the Defect, including sufficient information to enable the Company to recreate the Defect.

15.3 The Client represents, warrants and undertakes to the Company that: (i) the Client Data you provide or make available is accurate, current, and complete, and agree to promptly update any of the information if it changes; (ii) the Client has obtained all rights, licences and consents necessary to grant the licences to the Company pursuant to this Agreement; (iii) the Client Data will not infringe the rights of any third party, including any Intellectual Property Rights, rights in confidential information or rights in privacy; (iv) the Client has obtained all necessary permissions and consents from any persons associated with or identifiable from the Client Data (including the Users); (v) your provision of the Client Data is made in compliance with all applicable Law and the processing and use of such Client Data by or on behalf of the Company shall not cause the Company to breach any applicable Law or infringe the rights of any third party.

16. Confidential Information

16.1 The Company will use its reasonable commercial endeavours to keep all Client Data confidential, providing that Client Data may be disclosed to the Company’s employees, representatives, consultants, contractors or agents (who in turn will be legally bound to keep the Client Data confidential). The obligation to keep the Client Data confidential will not apply to any information that: (i) is already known to the public; or (ii) is required to be disclosed by Law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction, providing that the Company will give the Client notice of the requirement to disclose of that disclosure as soon as practicable.

17. Indemnification

17.1 The Client shall indemnify and hold the Company, its licensors and each such party’s parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: (i) a claim alleging that use or disclosure of the Client Data infringes the rights of, or has caused harm to, a third party (including the Users); (ii) a claim, which if true, would constitute a violation by the Client of their representations and warranties under this Agreement; or (iii) a claim arising from the breach by the Client or their Users of this Agreement.

17.2 In connection with a claim for indemnification pursuant to this Clause 14, the Company shall: (i) give written notice of the claim promptly to the Client; (ii) give the Client sole control of the defence and settlement of the claim (provided that the Client may not settle or defend any claim unless they unconditionally release the Company of all liability and such settlement does not affect the Company’s business or Service); (iii) provide to the Client all reasonably relevant and available information and assistance; and (iv) not compromise or settle such claim, without your consent.

18. Disclaimer of Warranties

18.1 The Company and its licensors do not guarantee that: (i) Kinabase or the Service will operate error free or without interruption; (ii) all program defects in relation to the Services will be corrected; or (iii) Kinabase or the Service will operate with any hardware, software, system or data not identified in the ordering process.

18.2 All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of satisfactory quality, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable Law by the Company and its licensors. The Company makes no representations or warranties that the Service is free of rightful claims of any third party for infringement or misappropriation of intellectual property or other proprietary rights. The entire risk associated with the use of the Service shall be borne solely by the Client.

18.3 In addition, the Company makes no representation nor does it warrant, endorse, guarantee, or assume responsibility for any Third Party Services (or the content thereof).

18.4 Although every effort is made to ensure that data transmissions of Client Data are secure, the Company makes no guarantees of security, although we will comply with legislation regarding notification of breaches.

18.5 The material on the Website and the Service is provided without any conditions, warranties or other terms of any kind. While we endeavour to ensure that the information provided on the Website and the information provided in connection with the Service is correct, we do not warrant the accuracy and completeness of such material. We may make changes to the material on the Website or to the Service, or to the products and prices described on the Website, at any time without notice. The material on the Website may be out of date, and we make no commitment to update such material.

18.6 We may share information about our future product plans with you from time to time. Please note that any public statement about our product plans is an expression of intent and should not be relied upon when purchasing the Service. Any decision to purchase the Service should be based on the functionality or features we have made available today and not on the future delivery of any functionality or features.

19. Internet Delays

19.1 The Company’s Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. The Company is not responsible for any delays, delivery failures, or other damage resulting from such problems.

20. Force Majeure

20.1 In this Agreement, “force majeure” shall mean any cause preventing the Company from performing any or all of the Company’s obligations which arise from or are attributable to acts, events, omissions or accidents beyond the Company’s reasonable control including without limitation strikes, lock-outs or other industrial disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, interruption or failure of utility service, including but not limited to electric power, gas or water or default of suppliers or sub-contractors. The Company shall not be in breach of this Agreement if it is subject to a force majeure event, provided that it uses reasonable endeavours to notify the Client in writing of the nature and extent of the force majeure event causing the Company’s failure or delay in performance. If the force majeure event prevails for a continuous period of more than 2 months, the Client may terminate this Agreement by giving 30 days’ written notice to the Company. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the Company’s rights in respect of any breach of this agreement occurring prior to such termination.

21. Limitation of Liability

21.1 Nothing in this Agreement will exclude or limit the Company’s liability for: (i) death or personal injury caused by the Company’s negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which may not be excluded or limited under Applicable Law.

21.2 The Company shall not be liable for any damages or losses as a result of a force majeure event, or from the Client’s or the Client’s Users’ use of a Third Party Service.

21.3 To the fullest extent permitted by Law, in no event shall the Company or its affiliates be liable to the Client or any third party for indirect, incidental, consequential, or punitive damages of any kind whether arising under contract, warranty, tort (including negligence or strict liability), or any other theory of liability, even if the Company has been informed in advance of such damages or such damages could have been reasonably foreseen by The Company.

21.4 Without limiting the foregoing, the Company shall not be liable for any of the following losses (whether direct, indirect, incidental or consequential): (i) any loss of profits or other economic advantage; (ii) any loss or corruption of data; (iii) any loss of goodwill; and/or (iv) any loss of anticipated savings, arising in respect of any representation, statement, act or omission in connection with this Agreement, whether the claim arises under contract, tort, misrepresentation or breach of statutory duty.

21.5 Subject to paragraph (21.1) of this clause, in no event shall the Company’s aggregate liability exceed the lower sum of either (i) the amount paid for the Service by the Client over the past 3 months or (ii) £5,000, in total. In recognition of the nature of the Service, the Client acknowledges and agrees that such allocation of liability between us is reasonable, appropriate and fair in the circumstances.

21.6 The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply in any and all circumstances.

22. Modification to Terms

22.1 The Company reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time. Such modified terms and conditions will be issued or made available to the Client electronically via email or the Website and shall be deemed effective 12 hours after electronic delivery or notification. Continued use of the Service after any such changes shall constitute the Client’s consent to such changes.

23. Assignment; Change in Control

23.1 This Agreement may not be assigned by the Client without the prior written approval of the Company but may be assigned without the Client's consent by the Company to: (i) a parent or subsidiary; (ii) an acquirer of assets; or (iii) a successor by merger.

23.2 Any purported assignment in violation of this section shall be void.

23.3 Any actual or proposed change in control of the Client that results or would result in a direct competitor of the Company directly or indirectly owning or controlling 50% or more of the Client shall entitle the Company to terminate this Agreement for cause immediately upon written notice.

24. General

24.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties agree that any dispute relating to its terms or subject matter shall be subject to the exclusive jurisdiction of the English courts.

24.2 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

24.3 No joint venture, partnership, employment, or agency relationship exists between the Client and the Company as a result of this Agreement or use of the Service.

24.4 The failure of the Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in signed writing authorised by a director of The Company.

24.5 The Client agrees that the Company can disclose the fact that the Client is a user of the Service and agrees that Kinabase may use their name or logo on its website and in other marketing materials.

24.6 This Agreement together with the Company’s privacy policy and any copyright notices on the Website comprises the entire agreement between the Client and the Company in relation to the Service and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

25. Third parties

25.1 For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

26. Company information

Cambridge Kinetics Limited is incorporated under the laws of England, with company number 13235481.
The Company’s registered address is: 4 Fenice Court, Phoenix Business Park, St Neots, Cambridgeshire, PE19 8EP.