Terms of Service

These Klevu Subscription Terms, together with the terms in an Order that has been accepted by both parties in accordance with clause 2 below, set out the rights and obligations between the client whose details are set out in the Order (Client) and Klevu Oy, a Finnish limited liability company (registration number 2541030-5) whose registered office is located at Lapinlahdenkatu 16, 00180 Helsinki, Finland  (Klevu), relating to the Client’s use of Klevu’s solution for online stores.

BY PLACING AN ORDER WITH KLEVU AND/OR BY USING THE SOLUTION, YOU ACKNOWLEDGE AND AGREE, ON BEHALF OF THE CLIENT, THAT THESE TERMS APPLY TO THE ORDER AND THE CLIENT’S USE OF THE SOLUTION, AND THAT THE CLIENT WILL BE BOUND BY THESE TERMS.

If you do not agree to these Terms, you must not place an order or engage Klevu to provide the Solution.

Please check your Order carefully before confirming it. You are responsible for ensuring that your Order is complete and accurate.

We reserve the right to update, change or replace any part of these Terms in our sole discretion. We do this in accordance with clause 18.6 below.

1 Definitions and interpretation

1.1 In these Terms, the following terms shall have the meanings set out below:

Analytics Data	the analytics data provided by Klevu to the Client, which is derived from data collected by the Solution in respect of Shoppers’ use of the Website.
Authorised Users	those Personnel of the Client authorised by the Client to use the Client Dashboard and/or to receive the Analytics Data.
Business Day	a day other than a Saturday, Sunday or bank or public holiday in Finland.
Commencement Date	the earlier of the date the Client is provided with access to the Klevu services and the subscription start date as set out in the Order.
Confidential Information	all information (whether in oral, written or electronic form) relating to a party’s business which may reasonably be considered to be confidential in nature including information relating to a party’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers.
Client Dashboard	the Klevu Merchant Centre provided as part of the Solution to allow the Authorised Users to review Client Data and Analytics Data.
Client Data	the data and materials provided by the Client to Klevu in connection with the performance of this Agreement.
Client Systems	the Website and all software and systems used by or on behalf of the Client, any of its or their direct or indirect sub-contractors, or any Authorised User in connection with the provision or receipt of the Solution or that the Solution otherwise, links, inter-operates or interfaces with or utilises (in each case whether directly or indirectly).
Contract	the contract entered into between the parties, as defined in clause 2.2.
Documentation	the description of the Solution and instructions for installation of it (as updated from time to time), which can be accessed at www.klevu.com.
Fees	the fees to be paid by the Client for the Solution, calculated on a monthly basis, or as set out in the Order.
Force Majeure	an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under a Contract (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet.
Intellectual Property Rights	any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing.
Notice Period	the notice period for termination of a Contract, which shall be 30 days unless otherwise set out in the Order.
Online Order Form	the online mechanism, which may be completed by the Client when placing an Order.
Order	offer by the Client to enter into a Contract with Klevu as described in clause 2.1.
Personnel	a party’s advisers, consultants, contractors, employees, officers, representatives, or subcontractors.
Planned Maintenance	scheduled system back-up, updates, upgrades, error corrections and improvements.
Relevant Requirements	as defined in clause 18.1.1 of these Terms.
Service Hours	24 hours a day, 365 days a year, except for periods of Planned Maintenance and Unplanned Maintenance.
Shopper	the customers and potential customers of the Client (or the owner of the Website, if this is not the Client), who access the Website.
Shopper Data	personal data collected and processed by Klevu in connection with its provision of the Solution, that relates to the Shoppers and their shopping and browsing activities, as described in Schedule 1 Appendix 1 “Categories of Data”.
Solution	Klevu’s solutions for online stores, as described at https://www.klevu.com/pricing/.
Solution Usage Data	anonymous and aggregated data collected by Klevu in respect of the usage of the Solution by Shoppers and Authorised Users.
Subscription Period	the subscription period (or minimum contractual term) is one year, unless otherwise set out in the Order.
Subscription Start Date	the date from which the agreed fees per the Order shall be billed to the client (free access may have been provided between the Commencement Date and Subscription Start Date).
Support Request	as defined in clause 6.3 of these Terms.
Support Services	the support services provided by Klevu to the Client as described in clause 6 of these Terms.
Term	the term of the Contract, calculated in accordance with clause 3.
Unplanned Outage	unforeseen unavailability of the Solution due to Force Majeure, malicious attack or unplanned or emergency maintenance in response to an identified or reported security, performance and/or stability issue.
VAT	United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.
Virus	any virus, disabling code (including code intended to limit or prevent any use of any software or system) or other malicious software (including malware, trojan horses, ransomware and spyware).
Website	the Client’s or a third party’s online store, in relation to which the Client wishes to use the Solution, as set out in the Order.

1.2 In these Terms, unless otherwise stated:

• 1.2.1 the clause headings in these Terms are included for convenience only and shall have no effect on interpretation;
• 1.2.2 Klevu and the Client are together the parties and each a party, and a reference to a party includes that party’s successors and permitted assigns;
• 1.2.3 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
• 1.2.4 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email); and
• 1.2.5 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made from time to time under that legislation.

2 Order Process

2.1 Where the Client places an order via the Online Order Form, or otherwise confirms that it would like to obtain access to the Solution on terms proposed by Klevu (a “Quote”), this constitutes an Order.

2.2 The Order will be deemed accepted when Klevu sends written acceptance of the Order, or provides access to the Solution to the Client. When Klevu sends the email or provides access to the Solution, a formal contract between Klevu and the Client will be created (Contract), the terms of which shall be as set out in the Order and these Terms. To the extent of any inconsistency between these Terms and the Order, the Order shall take precedence.

2.3 Klevu reserves the right to accept or reject any offer at its sole discretion. Klevu will notify the Client as soon as possible where it is unable to accept the offer.

3 Commencement and duration

3.1 The Contract will begin on the Commencement Date and, unless terminated earlier in accordance with clause 15 or this clause, will auto-renew for successive Subscription Periods. The Contract can only be terminated at the end of a Subscription Period (the 1^st such Subscription Period to begin on the Subscription Start Date) and only where one party gives the other notice of not less than the Notice Period prior to the end of the relevant Subscription Period.

4 Provision of the Solution

4.1 At all times throughout the Term, Klevu will, subject to all other provisions of the Contract, provide the Client with:

• 4.1.1 the Solution for use in connection with the Website; and
• 4.1.2 access to the Client Dashboard, for management of the Solution and access to the Analytics Data by the Authorised Users.

4.2 With effect from the Commencement Date, the Client shall have the non-exclusive, non-transferable, personal right to:

• 4.2.1 install and integrate the Solution into the Website;
• 4.2.2 access and use the Solution during the Service Hours;
• 4.2.3 receive the Analytics Data via the Client Dashboard or by email; and
• 4.2.4 copy and use the Documentation as strictly necessary for its use by Authorised Users.

4.3 The Client acknowledges that the Solution does not include any services, systems or equipment required to access the internet, and that the Client is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Solution.

4.4 Save as expressly set out in an Order, Klevu will not provide any professional services to the Client, including but not limited to customisation, installation or go-live support in respect of the Solution, enhancements to the standard version of the Solution, or preparation or maintenance of the Client’s environment. Any Order including such additional services will be subject to additional terms and conditions.

5 Client obligations

5.1 As a condition of use of the Solution, the Client (on its own behalf and on behalf of all Authorised Users) agrees, and shall procure that each Authorised User agrees, not to use the Solution nor permit them to be used in any way contrary to any applicable law, in any manner that disrupts the operations, business, equipment, websites or systems of Klevu or any other person or entity, or in any manner inconsistent with the Contract, the Documentation or any instructions provided by Klevu from time to time.

5.2 The Client shall:

• 5.2.1 co-operate with Klevu in all matters relating to the provision of the Solution to the Client;
• 5.2.2 procure that those of the Client’s Personnel reasonably required by Klevu to assist Klevu in performing its obligations hereunder and provide such assistance in a timely manner and at no charge; and
• 5.2.3 obtain and maintain all third party consents, licences and permissions required to enable Klevu to provide the Solution and comply with its obligations under the Contract, in all cases before commencement of  Klevu’s provision of the Solution;
• 5.2.4 be liable for the acts and omissions of the Authorised Users and its other Personnel as if they were its own;
• 5.2.5 not provide access to the Solution to anyone other than Authorised Users;
• 5.2.6 keep and, where relevant, shall procure that all Authorised Users keep confidential the usernames and passwords;
• 5.2.7 procure that only one individual person shall use or access the Solution through any one username, password and/or Authorised User account;
• 5.2.8 in addition to 5.2.7 above, procure that no other unauthorised access to and/or use is made of the Solution and utilising the username or password allocated to the Client and/or each Authorised User;
• 5.2.9 be liable for all access to and use of the Solution whether authorised by the Client or any Authorised User or not; and
• 5.2.10 inform Klevu immediately if it has any reason to believe that the username and password has become known to any individuals not authorised to use them or if the Solution is being or is likely to be used in an unauthorised way.
• 5.2.11 agree for Klevu to use the Client’s name and other public details about the Client, including Client logos, for the purpose of Sales and Marketing activities which can include reference calls, public case study (as approved by the Client) and other promotional activities.
• 5.2.12 provide Klevu with appropriate access to the Client’s Google Analytics to ensure Klevu can, independently, review website performance and optimise the user experience.

5.3 Where the Order indicates that the Client is responsible for hosting the Solution, the Client will be responsible for the providing and maintaining the hosting environment in accordance with the minimum requirements set out in the Order, and providing access to the same to Klevu.

5.4 Where the Order indicates that the Client is not the owner of the Website, the Client shall have written authorisation from the Website owner to install and use the Solution in connection with the Website.

5.5 Klevu reserves the right to monitor and reasonably restrict Client’s access to the Solution if Client is using excessive computing resources that are impacting the performance of the Solution for other subscribers. In such event Klevu will notify Client and will work with the client to resolve the issue, both parties acting reasonably in all the circumstances.

5.6 To the maximum extent permitted by law, Klevu shall not be liable for any breach, delay or default in the performance of the Contract to the extent the breach, delay or default arises from any breach of the Order or these Terms by the Client.

6 Support Services

6.1 During the Term Klevu shall use commercially reasonable efforts to make the Solution available in accordance with our 99.9% uptime guarantee except for: (i) Planned Maintenance; or (ii) Unplanned Outages. Such efforts shall include monitoring performance indicators on the systems and network infrastructure (its own and that of third party suppliers) in order to gauge the overall performance of its hosting services, and taking commercially reasonable steps to address any issues.

6.2 Klevu will use reasonable efforts to provide at least 5 days notice of any Planned Maintenance.

6.3 In the event that the Solution is unavailable or otherwise not functioning correctly, the Client shall report the issue to support@klevu.com, providing as much information as possible in relation to the issue (a Support Request).

7 Subscription Fees

7.1 Klevu will invoice for, and the Client will pay, the Fees as set out in the Order. All Fees are exclusive of VAT which shall be payable by the Client at the rate and in the manner prescribed by law.

7.2 Where Fees are payable by payment card, the first payment of the Fees will be payable at the time the Client places the Order. All subsequent payments of the Fees will be charged automatically to the same payment card on the due date for payment, unless the Client notifies Klevu that a different payment card should be used and Klevu successfully charges payment to the alternative payment card.

7.3 Where Klevu has agreed to provide the Client with an invoice for subsequent payment, all such invoices shall be paid by the Client within 14 calendar days of the date on the invoice, or as otherwise set out in the Order. Where an invoice is payable via wire transfer a surcharge of €29 / $29 shall be added to each invoice raised.

7.4 Klevu shall have the right to charge interest on overdue invoices at the rate of 4% per year above the base rate of Bank of England, calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment, whether before or after judgment.

7.5 Klevu may, by giving written notice, increase the Fees from the commencement of any Subscription Period, provided that Klevu gives the Client not less than thirty (30) days prior written notice of the increase.

7.6 Overusage of the services will be charged as follows:

• 7.6.1 where customers have subscribed to “growth”, “premium”, “premium plus” or “enterprise” plans;
  • 7.6.1.1 per the terms outlined in the Order or, where such terms are not present,
  • 7.6.1.2 on the basis of the terms outlined on the Klevu website here.
• 7.6.2 for all other subscriptions, in line with the terms outlined in your Contract or, where such terms are not present, per the Klevu website here. 

8 Warranties

8.1 Subject to the remainder of this clause 8, Klevu warrants that:

• 8.1.1 the Solution shall operate materially in accordance with the Documentation when used in accordance with the Contract under normal use and normal circumstances during the Term;
• 8.1.2 it will provide the Solution with reasonable skill and care.

8.2 The warranties in clause 8.1 are subject to the limitations set out in clause 13 and shall not apply to the extent that any error in the Solution arises as a result of:

• 8.2.1 incorrect operation or use of the Solution by the Client or any Authorised User (including any failure of the Client Systems to meet any minimum specifications);
• 8.2.2 use of any of the Solution other than for the purposes for which they are intended;
• 8.2.3 use of the Solution with other software or services or on equipment with which they are incompatible;
• 8.2.4 any act by any third party (including hacking or the introduction of any virus or malicious code);
• 8.2.5 any modification of the Solution (other than that undertaken by Klevu or at its direction, or in accordance with the Documentation); or
• 8.2.6 any breach of the Contract by the Client (or by any Authorised User).

8.3 The Client acknowledges that no warranty is given by Klevu:

• 8.3.1 that the Solution shall meet the Client’s individual needs, whether or not such needs have been communicated to Klevu;
• 8.3.2 that the operation of the Solution shall not be subject to minor errors or defects; or
• 8.3.3 that the Solution shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in the Documentation.

8.4 Other than as set out in this clause 8, and subject to clause 13.5, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.

9 Intellectual property

9.1 All rights, including all Intellectual Property Rights, in and to the Solution belong to and shall remain the property of Klevu or its licensors.

9.2 Save as strictly necessary to make use of the Solution in accordance with the scope of use set out in the Order, the Client shall not attempt, or directly or indirectly allow any Authorised User or other third party to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit or distribute all or any portion of the Solution in any form or media or by any means.

9.3 All rights, including all Intellectual Property Rights, in and to the Client Systems and Client Data belong to and shall remain the property of the Client.

9.4 The Client agrees that Klevu may create Solution Usage Data during the performance of the Solution. Klevu will own all Solution Usage Data, and will have the right to use the Solution Usage Data to improve the Solution and the services it offers to the Client and to other clients, including by aggregating and anonymising the Solution Usage Data with analytics data from its other customers.

9.5 The Client hereby grants a royalty-free, non-transferable, non-exclusive licence to Klevu (and each of its direct and indirect sub-contractors) to use, access, copy and other otherwise utilise the Client Data and Client Systems to the extent necessary to perform or provide the Solution or to perform Klevu’s obligations under the Contract.

9.6 The Client acknowledges that Klevu may continually develop, deliver and provide to Client on-going innovation to the Solution in the form of new features, functionality, and efficiencies. Accordingly, Klevu reserves the right to modify the Solution from time to time. Some modifications may be provided to the Client at no additional charge. Certain modifications may  be implemented only after agreement of additional fees payable by the Client to Klevu.

9.7 Except as expressly set out in the Contract, no Intellectual Property Rights of either party are transferred or licensed as a result of the Contract.

10 Indemnities

10.1 Subject to clauses 10.2, 10.3, and 10.4, Klevu (in this scenario, the Indemnifying Party) shall defend at its own expense any claim brought against the Client (in this scenario, the Indemnified Party) by any third party alleging that the Client’s use of Klevu’s Intellectual Property Rights infringes any intellectual property right of any third party (an IP Claim) and pay, subject to clause 13, any and all liabilities, losses, costs and expenses (including reasonable legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Client as a result of an IP Claim.

10.2 The Client (in this scenario, the Indemnifying Party) will indemnify Klevu (in this scenario, the Indemnified Party) in full and on demand against any claim or demand made against Klevu by a third party alleging that the Client Systems, Client Data, or Client’s or Authorised User’s use of the Solution, infringes, breaches or misappropriates such third party’s rights or violates applicable law (a Third Party Claim) and will pay any and all liabilities, losses, costs and expenses (including reasonable legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by Klevu as a result of a Third Party Claim.

10.3 The provisions of clauses 10.1 and 10.2 shall not apply unless the Indemnified Party:

• 10.3.1 notifies the Indemnifying Party promptly (and in any event within 15 Business Days) upon becoming aware of any actual or threatened IP Claim or Third Party Claim and provides full written particulars;
• 10.3.2 makes no comment or admission and takes no action that may adversely affect the Indemnifying’s ability to defend or settle the IP Claim or Third Party Claim;
• 10.3.3 provides all assistance reasonably required by the Indemnifying Party subject to the Indemnifying Party paying the Indemnified Party’s reasonable costs; and
• 10.3.4 gives the Indemnifying Party sole authority to defend or settle the IP Claim or Third Party Claim as the Indemnifying Party considers appropriate.

10.4 Klevu will have no liability or obligation under this clause 10 in respect of (and shall not be obliged to defend) any IP Claim which arises in whole or in part from:

• 10.4.1 any modification of the Solution (or any part) by any party other than Klevu;
• 10.4.2 any Client Data;
• 10.4.3 any breach of the Contract by the Client; or
• 10.4.4 use of the Solution (or any part) otherwise than in accordance with the Contract and the Documentation.

10.5 Subject to clause 13, the provisions of this clause 10 set out the Client’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IP Claim.

11 Data Protection

11.1 The Client and Klevu shall comply with all applicable data protection and privacy laws and regulations in the performance of its obligations set out under these Terms, including the EU General Data Protection Regulation 2016/679 (GDPR), the UK retained version of the GDPR, and the California Consumer Privacy Act 2018 (CCPA) (collectively the Data Protection Laws), in each case including all other successor legislation and regulation thereto.

11.2 Klevu processes personal data (as such term is defined in the Data Protection Laws) which it collects as a data controller (as the term is defined in the Data Protection Laws) in the course of performing its obligations hereunder. Where personal data is processed by Klevu as a data controller, such processing is carried out in accordance with Klevu’s Privacy Policy and Cookies Notice.

11.3 Where Klevu processes Shopper Data, it does so as a data processor for the Client.  The Data Processing Addendum in Schedule 1 shall apply where Klevu is acting as a data processor on behalf of the Client. 

12 Confidential Information

12.1 A party receiving Confidential Information under the Contract (the Receiving Party) shall maintain the confidentiality of the Confidential Information of the other party (the Disclosing Party) and shall not without the prior written consent of the Disclosing Party or in accordance with the Contract, disclose or copy the Disclosing Party’s Confidential Information other than as necessary for the performance or receipt of the Solution or its express rights and obligations under the Contract.

12.2 The Receiving Party:

• 12.2.1 undertakes to disclose the Disclosing Party’s Confidential Information only to those of its Personnel to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under the Contract or as otherwise reasonably necessary for the provision or receipt of the Solution, and
• 12.2.2 shall be responsible to the Disclosing Party for any acts or omissions of any of the persons referred to in clause 12.2.1 in respect of the confidentiality and security of the Disclosing Party’s Confidential Information as if it were the Receiving Party’s own.

12.3 The provisions of this clause 12 shall not apply to information which:

• 12.3.1 is or comes into the public domain through no fault of the Receiving Party, its officers, employees, agents or contractors;
• 12.3.2 is lawfully received by the Receiving Party from a third party free of any obligation of confidence at the time of its disclosure;
• 12.3.3 is independently developed by the Receiving Party (or any person acting on its or their behalf), without access to or use of such Confidential Information; or
• 12.3.4 is required by law, by court or governmental or regulatory order to be disclosed,

provided that clauses 12.3.1 to 12.3.3 (inclusive) shall not apply to Shopper Data.

12.4 The obligations in this clause 12 shall survive the termination or expiry of the Contract for a period of 5 years.

12.5 To the extent any of the Client’s Confidential Information is Shopper Data, Klevu shall ensure that such Client Confidential Information is disclosed or used only to the extent such disclosure or use does not conflict with any of Klevu’s obligations under clause 11. Clauses 12.1 to 12.4 (inclusive) are subject to this clause 12.5.

13 Limitation of liability

13.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 13.

13.2 Subject to clauses 13.3 and 13.5, Klevu’s liability under the Contract shall not exceed, in the aggregate, the greater of:

• 13.2.1 an amount equal to the Fees paid to Klevu by the Client in the 12-month period immediately preceding the first incident giving rise to any claim under the Contract; or
• 13.2.2 an amount equal to the Fees paid or due to be paid by the Client for the initial 12-month period of the Term, as set out in the Order.

13.3 Subject to clause 13.5, neither party will be liable for any of the following (whether direct or indirect): any consequential, indirect or special losses; loss of profit; destruction, loss of use or corruption of data; loss or corruption of software or systems; loss or damage to equipment; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); or harm to reputation or loss of goodwill.

13.4 The Solution may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Client acknowledges that such risks are inherent in cloud services and that Klevu shall have no liability for any such delays, interruptions, errors or other problems.

13.5 Notwithstanding any other provision of the Contract, neither party’s liability under the Contract will be limited in any way in respect of the following:

• 13.5.1 death or personal injury caused by negligence;
• 13.5.2 fraud or fraudulent misrepresentation; or
• 13.5.3 any other losses which cannot be excluded or limited by applicable law.

14 Suspension

14.1 Klevu may suspend access to the Solution (or any part) for the Client and all or some of the Authorised Users if:

• 14.1.1 the Client fails to pay any sums due to Klevu by the due date for payment; or
• 14.1.2 as required by law, by court or governmental or regulatory order.

14.2 Where reasonably practical, Klevu will notify the Client of any suspension prior to the suspension taking place.

14.3 In relation to suspensions under clause 14.1.1, access to the Solution will be restored promptly after Klevu receives payment in full and cleared funds.

14.4 Fees shall remain payable during any period of suspension notwithstanding that the Client or some or all of the Authorised Users may not have access to the Solution.

15 Termination

15.1 Klevu may terminate the Contract immediately by giving notice in writing to the Client if the Client fails to make any payment when due and fails to cure such default within five (5) days after receipt of written notice from Klevu.

15.2 Either party may terminate the Contract immediately at any time by giving notice in writing to the other party if:

• 15.2.1 the other party commits a material breach of the Contract and such breach is not remediable;
• 15.2.2 the other party commits a material breach of the Contract which is not remedied within ten (10) days of receiving written notice of such breach;
• 15.2.3 the other party takes any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
• 15.2.4 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.

16 Consequences of expiry or termination

16.1 Immediately on termination or expiry of the Contract (for any reason), the rights granted by Klevu under the Contract will terminate and the Client shall (and shall procure that each Authorised User shall):

• 16.1.1 stop using the Solution; and
• 16.1.2 destroy and delete or, if requested by Klevu, return any copies of the Documentation in its possession or control (or in the possession or control of any person acting on behalf of any of them).

16.2 To the extent the Contract terminates or expires (other than due to termination by the Client under clause 15.2) the Client will not be entitled to any refund or discount of Fees paid for any parts of any month during which the Solution cease to be provided. Where the Client terminates the Contract under clause 15.2, Klevu will refund to the Client (on a pro rata basis) all Fees already paid in respect of any period after the effective date of termination.

16.3 The following provisions of these Terms will survive the expiry or termination of the Contract: clause 9 (Intellectual Property), clause 12 (Confidential Information), clause 13 (Limitation of liability), this clause 16 (Consequences of expiry or termination), and clauses 18.4 (Entire Agreement), 18.7 (Waiver), 18.11 (Governing Law) and 18.12 (Jurisdiction).

16.4 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of the Contract that is expressly or by implication intended to continue beyond termination.

17 Notices

17.1 Any notice or other communication given to a party under or in connection with the Contract will be in writing and will be delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office or principal business address; or, sent by email to the Email Address of the relevant party as specified in the Order.

17.2 Any notice or communication will be deemed to have been received:

• 17.2.1 if delivered by hand, at the time the notice is left at the proper address;
• 17.2.2 if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting; or
• 17.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

18 General

18.1 Anti-bribery and anti-corruption:

Klevu will:

• 18.1.1 comply with all applicable laws relating to anti-bribery and anti-corruption including the UK Bribery Act 2010 and any codes of practice issued under it (Relevant Requirements);
• 18.1.2 have and will maintain in place throughout the Term its own policies and procedures, including adequate procedures, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;
• 18.1.3 notify the Client in writing if it becomes aware of any breach of clauses 18.1.1 or 18.1.2, or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the Contract; and
• 18.1.4 ensure that any person associated with Klevu who is performing services in connection with the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Klevu under this clause 18.1. Klevu will be responsible for the observance and performance by such persons of these terms, and will be directly liable to the Client for any breach by such persons of any of them,

and any breach of this clause 18.1 will be a material breach under clause 15.2.1.

18.2 Anti-slavery and human trafficking:

Klevu will:

• 18.2.1 comply with all applicable laws relating to anti-slavery and human trafficking including the UK the Modern Slavery Act 2015;
• 18.2.2 include in contracts with its direct subcontractors and suppliers provisions which are at least as onerous as those set out in this clause 18.2; and
• 18.2.3 notify the Client as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Contract,

and any breach of this clause 18.2 will be deemed a material breach under clause 15.2.1.

18.3 Force majeure:

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from any Force Majeure. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 6 weeks, the party not affected may terminate the Contract by giving 60 days’ written notice to the affected party.

18.4 Entire agreement:

The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

18.5 Assignment:

Except as otherwise expressly permitted by the Contract, neither party may assign the Contract (including the licence rights granted), in whole or in part, without the other party’s prior written consent.

18.6 Variation:

Klevu may vary these Terms by giving the Client at least 30 days’ written notice. Where the variation is materially detrimental to the Client’s use of the Solution, and where the Client objects to the updated Terms, it may terminate the Contract by notifying Klevu in writing in accordance with the Notice Period at any time.  In such event the Client will receive a refund in respect of any sums paid in advance for any period during which the Solution was not provided.

18.7 Waiver:

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18.8 Severance:

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

18.9 No partnership or agency:

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

18.10 Third party rights:

No one other than a party to the Contract shall have any right to enforce any of its terms.

18.11 Governing law:

The Contract 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 Finland.

18.12 Jurisdiction:

Each party irrevocably agrees that the courts of Finland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Schedule 1 – Data Processing Addendum

The Data Processing Addendum is available here