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Terms of Service

1.    INITIAL PROVISIONS
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  1. These Terms of Service apply to all contractual relationships between Konexis and the Customer.

  2. These Terms of Service are subject to change. The current version is always available at https://www.konexis.io/terms-of-service.

  3. By entering into the Agreement with Konexis, You, the Customer, acknowledge that you have read and understood these Terms of Service and agree to be bound by them.

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2.    DEFINITIONS
Throughout this Privacy Policy, the following capitalised definitions have the following meaning:

"Account" - means the account to  which each customer receives access as part of the Service;

"Affiliate"- means, with respect  to a person, another person that directly, or indirectly through one or more  intermediaries, Controls or is Controlled by or is under common Control with  the person specified;

"Business Day"- means a day on which banks are open for business in London;

"Confidential Information" - means all written or  oral information, disclosed by either Party to the other, related to the  operations of either Party or a third party that has been identified as  confidential or that by the nature of the circumstances surrounding  disclosure ought reasonably to be treated as confidential;

"Control" - means the  possession, directly or indirectly, of the power to direct or cause the  direction of the management or policies of a person, whether through the  ability to exercise voting power, by contract or otherwise, "controlled" has meaning correlative thereto;

"Customer" - means a third party which receives the Service and is identified in the Agreement;

"Customer Data" - means data that the Customer provides or procures to be provided by third parties to the Konexis Platform and data developed from such data within the Konexis Platform;

"Data Processing Addendum" - means a data  processing addendum that governs the processing of data between Konexis and  the Customer in respect to the Customer's use of the Konexis Platform, as  available on Konexis' website;

"Effective Date" - means the date from  which the Service shall be provided, as specified in the Agreement;

"Fees" - mean fees that the Customer shall pay Konexis for the Service;

"Force Majeure" - means, in relation to either Party, any event or circumstances (or combination of events or circumstances) not reasonably foreseeable by suchParty which is beyond the reasonable control of the Party and which results in or causes the failure of that Party to perform any of its obligations under theAgreement;

"Party" - means either Party  to the Agreement, either the Customer or Konexis, "Parties" means  both the Customer and Konexis;

"Taxes" - means all applicable  taxes (e.g., VAT, sales, services), levies, duties, or similar applicable governmental assessments of any nature, irrespective if assessed by a local,  provincial, state, or federal government, whether domestic or foreign; Konexis' payroll and income taxes are excluded from this definition;

"Territory" - means the United Kingdom and European Economic Area;

"Term" - means the time period for which the Service is made available to the Customer;

"Terms of Service" - mean the current version of these Terms of Service, as available on Konexis' website;

"Third Party Software" - means a software  product of a person different from the Customer or Konexis;

"User" - means a specific  person that the Customer authorises to receive access to the Account;

"Konexis"-means Konexis LTD,  doing business as Konexis, a company incorporated under the laws of England  and Wales with company number 15447757 and its Affiliates; 

"Konexis Platform" - means the software as a service (SaaS) platform owned and maintained by Konexis, including all modifications and enhancements irrespective of whether developed for the Customer.

3. Konexis Platform 

  1. Service. Subject to the terms agreed in the Agreement, Konexis shall provide the Service to the Customer and its Users.

  2. Access. The Service is available only through electronic means and protected by login details that are needed to access the Account. If the Customer does not identify an email address in the Agreement through which login details shall be obtained, Konexis may use any of the email addresses that the Customer used to execute the Agreement. The access is considered provided as soon as theCustomer's email address is input onto the Konexis Platform, and the Customer may obtain the login details.

  3. Platform Only. The Konexis Platform does not include equipment or ancillary services necessary to access the Konexis Platform, such as internet connection, the hardware required to connect to the internet (e.g., computers, phones, modems, switches), or their security.

  4. Development. The Konexis Platform remains in constant development. The Customer agrees that Konexis may unilaterally remove or add new features to the Konexis Platform without substitution or compensation to the Customer.

  5. Subcontractors. Konexis may use subcontractors to provide certain parts of the Service(e.g., hosting). Konexis remains liable for these subcontractors as if Konexis provided that part of the Service.

4.    Use of Konexis Platfrom 

  1. Purpose. The Customer and its Users shall use the Konexis Platform solely for its internal purposes subject to the terms of the Agreement.

  2. Prohibited Use. The Customer or its Users shall not, in respect to the Konexis Platform, do or attempt to do the following:

    • create any derivative product;

    • allow the access of persons other than Users;

    • circumvent its limits or limitations;

    • remove any proprietary notices, labels, or marks;

    • copy any ideas, modules, functions, or graphics;

    • use it for illegal conduct;

    • transmit to or from it any material containing malicious code (e.g., virus, trojan horse) or other harmful files, scripts, agents, or programs; or

    • interfere with or disrupt the integrity or performance.

  3. Export of Customer Data. Following the Customer's request made during the Term or no more than thirty (30) days after the termination or expiration date of the Agreement, Konexis will make the Customer Data available to the Customer in a file for download in csv format together with any attachments in their native format.

5.    THIRD PARTY INTEGRATIONS

  1. Access to Third Party Software. While using the Konexis Platform, the Customer may, through ApplicationProgramming Interface (API) or otherwise, allow certain Third Party Software to access, or be accessed by, the Konexis Platform.

  2. Use of Third Party Software. The Customer is solely liable for any use of the Third Party Software and shall review all applicable terms and privacy and technical security thereof.

  3. Liability. The Customer agrees that Konexis shall not be held liable for any loss or damage from the Customer's use of the Third Party Software in connection with the Konexis Platform.

  4. Indemnification. The Customer shall defend and fully indemnify Konexis against all liabilities, damages, losses, costs, fees (including reasonable legal fees), and other expenses connected to claims of a third party arising from the Customer's use of Third Party Software.

6.    Pricing and Fees

  1. Fees. The Customer shall always pay the Fees without any offset or deduction and in the currency outlined in the Agreement. All Fees are non-refundable and non-cancellable.

  2. Billing period. Konexis shall invoice the Customer for the Service in accordance with the billing period agreed to in the Agreement. If no billing period was agreed in the Agreement, Konexis shall invoice annually in advance.

  3. Invoices. All invoices shall be due within fourteen (14) days unless specified to the contrary in the Agreement.

  4. Disputes. Any dispute of the Fees must be notified to Konexis in writing within the billing period for which the Customer paid the disputed Fees.

  5. Overdue Fees. Any Fees (or their part) not paid when due shall accrue interest at the rate of 3% p.a. above the Bank Rate of the Bank of England, unless the BankRate is less than 0%, in which case the interest shall be 3% p.a.

  6. Taxes. The Fees exclude Taxes, which the Customer shall pay. Should Konexis have a legal obligation to pay or collect any of the Taxes, Konexis will invoice this amount to the Customer unless the Customer provides Konexis with a valid tax exemption certificate authorised by the relevant tax authority without undue delay.

7.    NOTICES

  1. Notices. Any notices, invoices, or letters under the Agreement shall be delivered to the Parties by electronic means (email). Both Parties shall specify email addresses in the Agreement. If the Customer does not identify an email address in the Agreement, Konexis may use any of the email addresses that the Customer used to execute the Agreement.

8.    TERM, SUSPENSION, TERMINATION

  1. Term. The Term shall commence on the Effective Date and continue for the period agreed to in the Agreement; if no period is specified in the Agreement, the Term shall last for twelve (12) months from the Effective Date.

  2. Renewal. The Agreement shall be automatically renewed for additional periods equal to the Term unless any Party provides a written notice of intent not to renew at least thirty (30) days before the expiration of then-current Term.

  3. Suspension. If any part of the Fees is overdue, Konexis will notify the Customer in writing and, following this notification, has the right to suspend the Service, without limiting its other rights or remedies, until all overdue Fees are paid in full. The suspension of the Service may be in the form of:

    • soft-lock, when data flow to and from the Konexis Platform remains unrestricted but the Account cannot be accessed; or

    • hard-lock, when both data flow and access to the Account are restricted, as decided by Konexis in its sole discretion.

  4. Termination. Either Party may further terminate the Agreement without a notice period in case the other Party:

    • materially breaches the Agreement and fails to cure such breach within thirty (30) days after receiving notice of such a breach; or

    •  becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition or the benefit of creditors, if that petition or proceeding is not dismissed with prejudice within sixty (60) days after filing;

  5. Procedure after Termination. Upon expiration or termination of the Agreement:

    • each Party shall promptly return or destroy all Confidential Information of the other Party(other than Customer Data);

    • Customer may request that Konexis provides Customer Data pursuant to Clause 4.c; and

    • Konexis shall hard-lock the Account and, following an additional sixty (60) days, delete theCustomer Data.

9.   Final Provisions

  1. Governing Law and Jurisdiction. The Agreement and any dispute or claim arising out of it or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the law of England and Wales. The courts of England shall have exclusive jurisdiction to settle any such dispute or claim.

  2. Severability. The provisions of these Terms of Service are severable, and if any of them is held to be illegal or unenforceable, the validity or enforceability of the remainder of the Terms of Service remain unaffected.

  3. Set-off. The Customer is not authorised to offset any of its claims against any of Konexis' claims, nor it is authorised to retain payments, in any manner, intended for Konexis regardless of the nature or purpose of such payments. Konexis is authorised to offset its claims against the claims of the Customer.

  4. Assignment. Neither Party may assign or transfer any of its rights or obligations from the Agreement to any third party without the prior written consent of the other Party.

  5. Beneficiaries. The Agreement is executed for the sole benefit of the Parties, their successors, or permitted assigns and they will not be construed as conferring any rights to any third party.

  6. Change of the Terms of Service. Konexis may unilaterally issue a new version of the Terms of Service that shall apply to the Agreement following a thirty (30) day-long notification to the Customer in writing. Should the Customer object to this change, a new version of the Terms of Service will only apply to the Agreement when the Term is renewed.

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