Terms of Service
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY .
These Terms of Service form the basis of the Agreement between you (the Customer) and us (Zapp Innovation Ltd. – the company behind Keyzapp) when you sign up for our Subscription Service and any Consulting Services. It describes the services and equipment we will provide to you, how we will work together, and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are so important that we cannot provide these services or equipment unless you agree to them. By using the Subscription Service or receiving our Consulting Services or Devices, you are agreeing to these terms.
We may periodically update these Terms of Service in accordance with clause 20a and we will let you know when we do.
1. Definitions
“Active” refers to records held in the Keyzapp Platform that are not marked as “Archived”.
“Agreement” means the contract between Keyzapp and you for the provision of the Subscription Services and/or Consulting Services and/or the Devices, the terms of which are set out in these Terms of Service and all materials referred or linked to within them.
“Billable Properties” means those offices, buildings, properties or departments for which we have agreed to provide you with the Subscription Service as detailed in your Order Confirmation and which may subsequently be removed or added using your account on the Keyzapp Platform. A single Property Record in the Keyzapp Platform may represent multiple Billable Properties. The total number of Billable Properties per Property Record is calculated as one third of the total number of Un-archived Keyrings allocated to the property, rounded up to the nearest whole number.
“Billable Properties Limit” means the maximum number of Billable Properties that may be managed using the Keyzapp Platform in any given calendar month within your agreed Subscription Fee for that month and which may be increased for subsequent months in accordance with clause 6. The number of Billable Properties shall never exceed the total number of un-archived Keyring records held within the Keyzapp Platform.
“Billing Period” means the period for which you agree to prepay fees under an Order Confirmation, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Subscription Service for a one (1) year Initial Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
“Business Representative” means the person nominated by you as the primary representative with whom we work. This person is deemed to have authority to act and make agreements on behalf of the Customer. This person should be agreed in the Order Confirmation.
“Confidential Information” means all information providedby you or us (“Discloser”) to the other (“ Receiver”), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.
“Contact” means a single User, customer, contractor, supplier, staff member or other individual whose Contact Information is stored by you in the Keyzapp Platform.
“Contact Information” means the name, email address, postal addresses, phone numbers, online user name(s), telephone number, and similar information submitted by Users to Keyzapp to identify people, properties, companies and keys in the system.
“Consulting Fees” means the fees payable in respect of any Consulting Services to be supplied to you as set out in your Order Confirmation.
“Consulting Services” means professional services that may be provided to you by us as agreed between us and detailed in a relevant Order Confirmation, which may include training services, installation, integration or other consulting services.
“Customer Data” means all information that you or your Users submit or collect via the Subscription Service, which may contain personal information.
“Devices” means Smart Fobs, ID Cards, Readers and any other hardware, equipment or devices that Keyzapp may supply to you for the purposes of using the Subscription Service.
“Devices Fees” means the fees payable in respect of any Devices to be supplied to you as set out in your Order Confirmation.
“Fees” means the Subscription Fees and/or Devices Fees and/or Consulting Fees and/or any other fees agreed between us for provision of goods or services in connection with the Keyzapp platform.
“ID Cards” means the ID cards provided by Keyzapp to enable Users to log into the Keyzapp Platform.
“Initial Subscription Term” has the meaning given under clause 6(a).
“Keyring” means a record in the Keyzapp Platform representing a physical Key Set managed by the Customer and must be allocated to one or more property records.
“Keyzapp Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services.
“Keyzapp“, “we“, “us” or “our” means Zapp Innovation Ltd. We are registered as a limited company in England and Wales under company number 08977374 and have our registered office at Pendragon House, 65, London Road, St. Albans, AL1 1LJ. Our main trading address is 24, London Road West, Amersham, Buckinghamshire, HP7 0EZ. Our VAT number is GB 194388364.
“Keyzapp Platform” means the web-based platform for management of keys and the Smart Fobs developed, operated, and maintained by us, accessible via https://kytg.co, https://kzeu.co, https://kytg.us, https://kzau.co, https://keytag.co (https://keytag.co/), https://app.keyzapp.com, https://eu.keyzapp.com, https://na.keyzapp.com,https://apac.keyzapp.com, https://demo.keyzapp.com (https://demo.keyzapp.com/) or any other URL that we may designate.
“Limits” has the meaning set out in clause 2b.
“Office” means those offices from which you manage keys as part of the Subscription Service as agreed in your Order Confirmation.
“Order Confirmation” means the written confirmation by which you agree to subscribe to the Subscription Service and/or purchase Devices and/or Consulting Services and which sets out the quantities, scope and applicable fees for such Subscription Service, Devices and Consulting Services, which may be in the form of Keyzapp-approved order form or set out in one or more emails between us or recorded in an online signup form.
“Property Record” means a property as defined in the Keyzapp Platform, to which zero or more Keyrings and Master Keys may be allocated.
“Reader” the devices provided by Keyzapp for transmission of information from Smart Fobs or ID Cards to the Keyzapp Platform.
“Renewal Subscription Term” has the meaning given under Clause 6(b).
“Risk-Free Trial” means a trial for the Risk-Free Trial Period, during which you may use the Subscription Service without payment of a Subscription Fee and on the basis that the Setup Fee will be returned if you cancel, as detailed pursuant to clause [9].
“Risk-Free Trial Period” means the period from the commencement of the Risk Free Trial until the Subscription Commencement Date, as detailed (where relevant) on your Order Confirmation.
“Sensitive Information” means credit or debit card numbers, personal financial account information, social security numbers, passport numbers, driver’s license numbers or similar personal identifiers, racial or ethnic origin, physical or mental health condition or information, or other employment, financial or health information.
“Setup Fee” means the Devices Fees and any Consultancy Fees agreed between us and set out in an Order Confirmation in order to initiate a subscription to the Keyzapp Platform and Subscription Services. This typically covers the cost of Smart Fobs, ID Cards and Readers along with any Consultancy Services required to get your subscription started.
“Smart Fobs” refers to the key tags required to work with the Keyzapp Platform.
“Smart Fob Management Limit” means the maximum number of Smart Fobs that may be managed using the Keyzapp Platform in any given calendar month within your Subscription Fee where specified in an Order Confirmation.
“Subscription Commencement Date” means the date from which you will start to be charged the Subscription Fee as stated in your Order Confirmation (and where not stated in an Order Confirmation it shall be the date we start to provide the Subscription Service to you).
“Subscription Fee” means the amount you pay for the Subscription Service, which shall be calculated based on the components of the Subscription Service you subscribe to, including the number of Offices, the Billable Properties Limit and your Subscription Plan as detailed on your Order Confirmation.
“Subscription Plan” means the level of Subscription Service to which you subscribe and which determines the pricing model and level of service and functionality (such as Text Message Send Limit) applicable to your Subscription Service, and which should be set out in your Order Confirmation.
“Subscription Service” means access to and use of the Keyzapp Platform, together with associated tools and applications that you have subscribed to by an Order Confirmation or that we otherwise make available to you, and, the rights to use our Customer Support services in accordance with clause 3 and any ancillary products and services that we provide to you.
“Subscription Term” means the Initial Subscription Term and/or Renewal Subscription Terms (as relevant).
“Text Message” means a SMS (“Short Message Service”) sent by the Keyzapp Platform to a Contact’s phone number.
“Text Message Send Limit” means the maximum number of Text Messages that you may send in any given calendar month that are included within your agreed Subscription Fee.
“Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Keyzapp Platform. These products and services include non-Keyzapp apps available from other suppliers which we may or may not advertise on our Web Site.
“Third-Party Sites” means third-party websites linked from within the Keyzapp Platform.
“Users” means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for access to the Keyzapp Platform.
“Web Site” our public web site, available through http(s)://www.keyzapp.com or http(s)://info.keyzapp.com.
“You“, “your” or “ Customer” means the person or entity using the Subscription Service or receiving Devices or the Consulting Services and identified as the customer in the applicable Order Confirmation, billing statement, online subscription process.
2. The Subscription Service
a. Access. During the Subscription Term, we will provide you access to use the Keyzapp Platform and the benefit of any other elements of the Subscription Service as described in this Agreement, subject to the Limits set out below.
b. Limits. Your use of the Subscription Service is subject to the Text Message Sent Limit, the Smart Fob Management Limit (where applicable), and/or other applicable limits that we agree with you (together “Limits”), and which shall be detailed in your Order Confirmation.
c. Modifications. We modify the Subscription Service from time to time by adding or deleting features and functions, in an effort to improve your experience. We will not make changes to the Subscription Service that materially reduce the functionality of the Subscription Service provided to you during the Subscription Term. We might provide some or all elements of the Subscription Service through third party service providers.
d. Additional Features. You may subscribe to additional features of the Subscription Service pursuant to a new Order Confirmation.
e. Availability of the Subscription Service. We use all reasonable endeavours to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance. However, we do not promise or guarantee any specific level of service availability, unless you have signed an additional service level agreement with us. Should you require a specific service level agreement, this may be negotiated separately and may incur additional costs.
3. Customer Support
a. Telephone Support. Support is included in your Subscription Fee. Phone support for the Subscription Service is available 9AM to 5:30PM UK Time (GMT / BST), Monday through Friday, excluding UK national holidays.
b. Email Support. We accept email support questions 24 Hours per Day x 7 Days per Week at support@keyzapp.com. Email responses are provided during phone support hours only (although we may make exceptions at our discretion). We do not promise or guarantee any specific response time. However, we will attempt to respond to email support questions within one business day; in practice, our responses are generally faster. Should you require additional support services, these may be negotiated at additional cost and will be captured in an amended Order Confirmation.
4. Devices
a. Where you require any Devices to use the Subscription Service, we will agree the quantity and price and specify them in an Order Confirmation, and supply the Devices to you in return for payment of the Devices Fee. The Devices we supply may be newly manufactured or previously used and reconditioned, but in all cases will comply with the warranties set out in clause 4b. We will deliver those Devices in accordance with the timescale and delivery address set out in the Order Confirmation. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Devices that is caused by a Force Majeure Event or the Customer’s failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Devices. Where Devices are lost or delayed due to the Customer providing an incorrect delivery address, the Customer shall bear the cost of replacing those Devices and/or any new delivery cost as applicable.
b. We warrant that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Devices shall:
(i) conform in all material respects with their description; and
(ii) be free from material defects in design, material and workmanship; and
(iii) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(iv) be fit for the purpose of using the Subscription Service.
c. Subject to clause 4d, if:
(i) you give notice in writing to us during the warranty period within a reasonable time of discovery that some or all of the Devices do not comply with the warranty set out in clause 4b;
(ii) we are given a reasonable opportunity of examining such Devices; and
(iii) you (if asked to do so by us) return such Devices to us;
we shall, at our option, repair or replace the defective Devices, or refund the price of the defective Devices in full.
d. We shall not be liable for the Devices’ failure to comply with the warranties set out in clause 4b in any of the following events:
(i) you make any further use of the Devices after giving notice in accordance with clause 4c;
(ii) the defect arises because you failed to follow our oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Devices or (if there are none) good trade practice regarding the same;
(iii) You alter or repair such Devices without our written consent; or
(iv) the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions.
e. Except as provided in this clause 4, Keyzapp shall have no liability to the Customer in respect of the Devices’ failure to comply with the warranties set out in clause 4b.
f. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Agreement.
g. This clause 4 shall apply to any repaired or replacement Devices supplied by the Keyzapp.
5. Consulting Services
a. The scope and fee for any Consulting Services you wish to purchase from us will be set out in your Order Confirmation. The Consulting Services we provide are delivered in English and will be agreed and detailed separately in your Order Confirmation. Fees for these Consulting Services are in addition to your Subscription Fee. If you purchase Consulting Services that recur, they will be added to your Subscription Service and will renew in accordance with Clause 6(b) (Renewal Subscription Term). Unless otherwise agreed, all Consulting Services are performed remotely.
b. For Consulting Services performed on-site, you will reimburse us our reasonable cost for all expenses incurred in connection with the performance of the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within twenty-eight (28) days of the date of the invoice.
c. If there are deliverables included in the Consulting Services purchased, we will use all reasonable endeavours to complete the deliverables within the time period indicated (the “Delivery Period”). If the deliverables are not completed at the end of the Delivery Period due to your failure to make the resources detailed in the Order Confirmation available to us or to perform your obligations under this Agreement), such deliverables will be deemed to be complete at the end of the Delivery Period. If the deliverables are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations under this Agreement, the Delivery Period will be extended to allow us to complete such Consulting Services.
d. We may provide some or all elements of the Consulting Services through third party service providers. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.
6. Fees and Payments
a. You agree to pay us the Fees as agreed between us and set out in your Order Confirmation.
a. Setup Fees. Setup Fees are payable prior to the Subscription Commencement Date and cover the cost of any Devices you may require including Smart Fobs, ID Cards and Readers, as well as any Consulting Services you may require to import Customer Data into the Subscription Service and training Users in how to operate the Subscription Service. We will invoice you for the Setup Fees and they will be payable in accordance with clause 6f. Some or all Setup Fees may be refundable, should you terminate the agreement during a Free Trial Period, prior to the Subscription Commencement Date in accordance with clause 8.
b. Subscription Fees. The Subscription Fees are payable monthly in advance in accordance with your chosen payment method a set out in clause 6d, 6e and 6f. The Subscription Fee will remain fixed during each Billing Period and may be changed in the following Billing Period (i) if your Billable Properties Limit or Subscription Plan changes in accordance with clause 6c or (ii) if you exceed your Smart Fob Management Limit (where one applies) or (iii) if you choose to subscribe to additional features or products. Where a price change applies to you, we will charge or invoice you under the new price structure, starting with the next Billing Period in the Subscription Term. If you find your Text Message Send limit is insufficient for your usage you may contact us to purchase additional text messages. We will monitor or audit remotely the number of Billable Properties and Smart Fobs managed under the Subscription Service and the number of Text Messages that you send using the Subscription Service.
c. Fee Adjustments in Next Billing Period. If you exceed your Billable Properties Limit in a Billing Period, then we will increase your Billable Properties Limit to the next band up (in increments of 50) and your Subscription Fee will be adjusted at the beginning of the next Billing Period up to reflect the new Billable Properties Limit, based on the rates set out in your Order Confirmation. You may choose to change Subscription Plan at any time in which case your Subscription Fee will be changed to reflect the new pricing at the beginning of the next Billing Period. This process will continue for each Billing Period during the Subscription Term. Our pricing and Limits will be set forth in your Order Confirmation. Once increased, your Subscription Fee will not decrease, even if there is a subsequent reduction in your number of Billable Properties. Should you believe you require a decrease, you may contact us at any time to request a change. Until agreement on such a change is reached and confirmed in writing, you will continue to be charged at the increased fee. Recalculation of fees will be based on the records held in the Keyzapp Platform and the Pricing and Limits set out in the Order Confirmation. All pricing reviews will be completed within 28 days of the request.
d. Payment by credit or debit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. We may additionally charge an additional fee for processing credit or debit card payments. Credit card payments will be initiated on the day of or shortly after the day of invoice.
e. Payment by direct debit. If you are paying by direct debit, you authorize us to debit the amount invoiced for your subscription and any other products or services purchased from us. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. Direct debit payments will be initiated on the day of or shortly after the day of invoice.
f. Payment against invoice by cheque or electronic bank transfer. If you are paying by invoice, we will invoice you at the beginning of the Initial Subscription Term and at the beginning of each subsequent Billing Period, and other time during the Subscription Term when fees are payable. All amounts invoiced are due and payable within fourteen (14) days from the date of the invoice, unless otherwise specified in the Order Confirmation or invoice. We may charge an additional payment processing fee for payment by cheque or electronic bank transfer.
h. Late Payment. All invoices raised will specify a payment due date. If payment is not received by us prior to this date, we may terminate your access to the Subscription Service. If you expect a delay to payment, please contact us immediately. If you fail to make any payment due to us under this Agreement by the due date for payment, then you shall pay interest on the overdue amount at the rate of 4% per annum above Barclay’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount.
i. Sales Tax. All Fees are exclusive of taxes (including VAT), which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and any Consulting Services or Devices supplied to you in your locality.
7. Subscription Term and Renewal
a. Initial Subscription Term. The initial subscription term shall begin on the Subscription Commencement Date and expire at theend of the period selected during the subscription process (” Initial Subscription Term“).
b. Renewal Subscription Term. Unless one of us gives the other written notice in accordance with clause [7c] that it does not intend to renew the subscription, this Agreement will automatically renew for theshorter of the Initial Subscription Term or one year (” Renewal Subscription Term“). The Renewal Subscription Term will be on the latest version of these Terms of Service notified to you, and subject to the renewal pricing provided for in your Order Confirmation or, if not specified in the Order Confirmation, on our standard pricingavailable on request from billing@keyzapp.com (mailto:billing@keyzapp.com). In addition,on renewal, the current product usage limits (available by contacting billing@keyzapp.com (mailto:billing@keyzapp.com)) will apply to your subscription, unless otherwise agreed to by you and Keyzapp.
c. End of Subscription Term. Written notice of non-renewal must be sent no more than ninety (90) days but no less than fifteen (15) days in advance of the expiry of the Subscription Term. Should you decidenot to renew, the notice of non-renewal by should be sent by email to billing@keyzapp.com (mailto:billing@keyzapp.com). Following service of a notice of non-renewal, the Subscription Term will end on the relevant expiration date. Neither the Initial Subscription Term or the Renewal Subscription Term can be cancelled before its expiration.
8. Risk-Free Trial
a. Eligibility for a Risk-Free Trial. In certain limited circumstances we may agree to give you a Risk Free Trial. Eligibility for a Risk Free trial is at the sole discretion of Keyzapp and will be stated clearly on your Order Confirmation.
b. Terms of Service during Risk-Free Trial. During a Risk Free Trial period, you agree to be bound by all clauses of this Agreement, where they are not explicitly overridden by the specific clauses relating to the Risk-Free Trial.
c. Length of Risk Free Trial. The Risk Free Trial will last until the Subscription Commencement Date as specified on your Order Confirmation.
d. Setup Fees. Setup Fees are payable prior to the commencement of a Risk-Free Trial.
e. Cancellation during Risk Free Trial Period. You may cancel your Risk-Free Trial during the Risk Free Trial Period by notifying us in writing, such that your notification is received by us prior to the Subscription Commencement Date. Following receipt of a cancellation notice, the Subscription Service may no longer be accessible to Users and the Subscription Fee will not be charged.
f. Conditions of Setup Fee Refund. Where a Risk Free Trial is agreed and stipulated on an Order Confirmation, Keyzapp agrees not to charge Subscription Fees during the Risk Free Trial Period and to refund the amount of the Setup Fees when the following conditions are met (i) notice of cancellation is received in writing prior to the Subscription Commencement Date (ii) all Devices supplied by Keyzapp to the Customer are safely returned in good condition within thirty (30) days of receipt of the cancellation notice. It is recommended that the customer use a tracked delivery service to return goods.
g. Reduction in Refunded Amount due to Damaged Devices. Should we deem Devices returned as part of the Risk-Free Trial to no longer be in a condition fit for re-use by another customer, we shall reduce the amount refunded by any amount up to the invoiced value of the damaged item.
h. Carriage costs. Carriage costs of returned goods are payable by the Customer.
h. Payment of Setup Fee Refunds. Where entitled to a refund of the Setup Fees, we will inform you of the refund amount, and make payment within thirty (30) days of receipt of the cancellation notice.
9. Keyzapp’s Proprietary Rights
a. This is an Agreement for access to and use of the Keyzapp Platform and Subscription Service, and supply of any Devices and/or Consulting Services needed to use the Keyzapp Platform and Subscription Service. You are not granted a license to any software by this Agreement. The Subscription Service, Devices and Consulting Services are protected by intellectual property laws. All intellectual property rights in the Subscription Service, Devices and Consulting Services belong to us or our licensors (if any). We or our licensors (if any) retain all ownership of intellectual property rights in the Subscription Service, Devices and Consulting Services. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Keyzapp Content, the Subscription Service, the Devices or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us. Keyzapp is our trademark. The appearance, layout, colour scheme, and design of the Keyzapp Platform and the Web Site are protected trade dress. You may not use any of these without our prior written permission.
b. We encourage all customers to comment on the Subscription Service or Consulting Services and provide suggestions for improving it. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you.
10. Customer’s Proprietary Rights
a. As between the parties, you own and retain all rights to Customer Data. This Agreement does not grant us any ownership rights to Customer Data. You grant permission to us and our licensors to use Customer Data and the monitoring of your system usage as necessary to provide the Subscription Service and Consulting Services as permitted by this Agreement. You explicitly consent to allow us to use Customer Data in an aggregate and/or anonymous way, to enable us to improve the Subscription Service and for our reporting, marketing and analysis purposes.
b. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
11. Confidentiality.
The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party (except our third party service providers), and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. The Receiver may disclose Confidential Information if required to do so under any national, federal, state, or local law, statute, rule or regulation, subpoena or legal process.
12. Customer Responsibilities and Security
a. To realize the full value of the Subscription Service and Consulting Services, your participation and effort are needed. You will need to put forward a Business Representative who should be named in your Order Confirmation. Other resources that may be required from you include a project manager, one or more key management focal points, an executive sponsor and a technical resource. Responsibilities that may be required include the collection of Smart Fob records during set up in a branch, the continued housekeeping of data maintained in the system and the management sponsorship to ensure that staff are adequately trained to make appropriate use of the Subscription Service.
b. Our Subscription Service and Devices provide better tracking of who has taken keys, but do not provide any increased physical security of keys. It is still the Customer’s (and the customer’s representatives’) responsibility to provide physical measures to stop keys being lost or stolen. We shall have no liability for losses incurred by you or a third party as a result of lost or stolen keys.
c. As a part of the Subscription Service your Users will be able to create accounts on the Keyzapp Platform and as part of that process they will create a password and may be issued with or may be asked to provide a user identification code and other pieces of information as part of our security procedures. You must, and must procure that all your Users, treat such passwords and information as confidential. You and your Users must not disclose such passwords or information to any third party. If you know or suspect that such passwords or confidential information have been disclosed to a third party, or otherwise stolen or compromised, then please promptly notify us at support@keyzapp.com.
d. We have the right to disable any user identification code or password, whether chosen by you or your Users or allocated by us, at any time, if in our reasonable opinion there has been a security breach.
e. We take reasonable technical measures to ensure that information stored in the Keyzapp platform cannot be accessed by unauthorized users and cannot be used to match a lost or stolen set of keys with the address (or object) for which they can be used. We shall have no liability for losses incurred by you or a third party as a result of a failure by you or your Users to comply with obligation under this clause 12 or as a result of access by unauthorized users despite our reasonable technical measures to prevent such access. Customers should be aware that if they use the Keyzapp Platform to store images of keys (from which an unauthorized user might be able to make a copy key) they do so at their own risk.
13. Publicity
You grant us the right to add your name and company logo to our customer list and website, as well as to use your publicly available social media identities and pages in our own social media promotions. If you do not wish us to use such aspects of your company identity, you must inform us in writing.
15. Data Privacy and GDPR Compliance
Keyzapp is committed to implementing all measures necessary to ensure compliance with the European Union General Data Protection Regulation (GDPR). Our use and treatment of Personal Data is set out in our Data Privacy Notice, which is accessible from https://www.keyzapp.com/privacy.
14. Customer Data
a. Limits on Keyzapp. We will not allow anyone else to use Customer Data to contact any individual or company except as you direct or otherwise permit.
b. Aggregate Data. We may monitor use of the Subscription Service by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.
c. Safeguards. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in the United States. You acknowledge that in all cases Keyzapp acts as the processor of Customer Data and you remain controller of Customer Data for applicable European Union data protection regulations. If you are located in the European Union, you understand that if you give an integration provider access to your Keyzapp portal, you serve as the controller of such information and the integration provider serves as the processor for the purposes of those data laws and regulations that apply to you. In no case are such integration providers our sub processors.
d. No Sensitive Information. YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION OR SPECIAL CATEGORY PERSONAL INFORMATION AS DEFINED UNDER THE EUOPEAN UNION GENERAL DATA PROTECTION REGULATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT OR MANAGE SENSITIVE OR SPECIAL CATEGORY INFORMATION.
15. Use and Limitations of Use
a. Prohibited and Unauthorized Use. You will not (i) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Subscription Service; (iii) attempt to gain unauthorized access to the Subscription Service; (iv) access the Subscription Service other than through our interface; or (v) use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.
b. You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account by calling us on +44 3300 88 55 01 or emailing support@keyzapp.com.
16. Third-Party Sites and Products
Third-Party Sites and Products are not under our control. Any Third-Party Sites and/or Products made available to you as part of the Subscription Service or Consulting Services are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product.
17. Indemnification
You will indemnify, defend and hold us harmless, at your expense, againstany third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (or our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Subscription Service by you; (b) any loss or copying of keys that occurs due to non-compliance by you or your representatives with the Customer responsibilities set out in clause 12, (c) your use of Third-Party Products, or (d) the unauthorized use of the Subscription Service by any other person using your User information. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defence or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defence or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
18. Disclaimers; Limitations of Liability
a. General. Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979; defective products under the Consumer Protection Act 1987; or any other liability that cannot be excluded or limited by English law.
b. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, KEYZAPP CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, KEYZAPP CONTENT AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUBSCRIPTION SERVICE, AND THE CONSULTING SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
c. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, SALES, BUSINESS, OR REVENUE; BUSINESS INTERRUPTION; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION; OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE.
d. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR INDEMNITY OBLIGATIONS, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND POUNDS STERLING OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO A CLAIM.
e. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.
19. Termination, Suspension and Expiration
a. Termination for Cause. Either party may terminate this Agreement for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
b. Suspension for Prohibited Acts. We may suspend any User’s access to the Subscription Service for use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement.
c. Suspension for Non-Payment. We may suspend your access to all or any part of the Subscription Service immediately following non-payment of any amount past due. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
d. Suspension for Present Harm. If your use of the Subscription Service: (i) is creating a security vulnerability for the Subscription Service or others, (ii) is consuming excessive bandwidth, or (iii) is causing harm to us or others, then we may, with email or telephone notice to you, suspend all or any access to the Subscription Service. We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service.
e. Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service, the Keyzapp Content and the Keyzapp Platform. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
f. Retrieval of Customer Data. As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your Subscription Service, we will provide you with temporary access to the Subscription Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. We may withhold access to Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control.
20. General
a. Amendment; No Waiver. We may update and change any part or all of these Terms of Service, including the fees and charges associated with the use of the Subscription Service (but, your fees and charges won’t change during the Subscription Term except as we explain in clause [6] (Fees and Payments) above.) If we update or change these Terms of Service, the updated Terms of Service will be posted at https://www.keyzapp.com/terms-of-service and we will let your Business Representative know by email. The updated Terms of Service will become effective and binding on the next business day after it is posted. When we change these Customer Terms of Service, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review these Customer Terms of Service periodically.
If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Terms of Service prior to modification for the remainder of your current Subscription Term. Upon renewal, the updated Terms of Service will apply.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
b. Contracting Entity and Applicable Law. You are contracting with Zapp Innovation Limited and this Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
e. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
f. Compliance with Laws. We will comply with all U.K. laws in our provision of the Subscription Service, the Devices, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Subscription Service, Consulting Services and Devices including any applicable export laws.
g. Severability. If any part of the Agreement between us is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
h. Notices. If either party need to serve notice on the other in connection with this contract, then such notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.
To Us: Zapp Innovation Limited, 24, London Road West, Amersham, Buckinghamshire, HP7 0EZ, United Kingdom. Attention: The directors.
To you: your address as provided in your Order Confirmation. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record. We may give notice to you by telephone calls to the telephone numbers on record in your Order Confirmation. You must inform us if the information in Your Order Confirmation needs to be updated.
i. Entire Agreement. This Agreement (including each Order Confirmation) is the entire agreement between us for the Subscription Service, the Devices and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
j. Assignment. You will not assign or transfer your rights and obligations under this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
k. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
l. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
m. Survival. The following sections in the ‘General Terms’ shall survive the expiration or termination of this Agreement: ‘Definitions’, ‘Fees and Payments’, ‘Keyzapp’s Proprietary Rights’, ‘Customer’s Proprietary Rights’, ‘Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Termination, Suspension and Expiration’, and ‘General’.
n. Precedence. In the event of a conflict between the terms of this Agreement and an Order Confirmation, the terms of the Order Confirmation shall control, but only as to that Order Confirmation.