Terms & Conditions

1. THE CONTRACT

1.1 Our agreement (the “Contract”) is made up of the following documents (which shall apply in the following order of priority in the event of any conflict between them):

1.1.1 Your Order

1.1.2 These Terms

1.1.3 The Service Level Agreement

1.2 This Contract is the entire agreement between us. No other terms, conditions or warranties are included in the Contract. This Contract supersedes any prior agreements, arrangements, understandings and representations (whether oral, written or otherwise) made by or between us.

1.3 The Customer has not relied on any representation made by Company unless that representation is expressly included in this Contract.

2. DEFINITIONS

2.1 In this Contract, the following expressions shall have the following meanings:

2.1.1 Additional Services has the meaning set out in clause 5.1.

2.1.2 Business Hours means the hours between 09:00 and 17:00 between Monday and Friday excluding public holidays, in the United Kingdom.

2.1.3 Contract has the meaning set out in clause 1.1.

2.1.4 Customer means the customer identified in the Order.

2.1.5 Fees means the Setup Fee and the Monthly Fee identified in the Order.

2.1.6 Insolvent has the meaning set out in clause 7.6.

2.1.7 Company means Khoo Commerce Limited (company number 13933401).

2.1.8 Minimum Term means the duration of the minimum term as identified in the Order, beginning on the date that the Order form is signed.

2.1.9 Monthly Fee means the monthly fee from time to time as identified in the Order.

2.1.10 Order means the Company Order Form signed by the Customer.

2.1.11 Services means the services identified as being included in the Order.

2.1.12 Setup Fee means the setup fee identified in the Order.

2.1.13 Confidential Information means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential considering the nature of the information and the circumstances surrounding disclosure, including all Order Forms, Customer Data, and all non-public business, technology, product, roadmap, financial, pricing, and marketing information. Notwithstanding the foregoing, Confidential Information will not include any information which: (a) is or becomes generally available to the public without breach of any obligation owed to the disclosing party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

3. OUR OBLIGATIONS

3.1 Company will use reasonable care and skill in providing the Services to the Customer.

3.2 Company gives the warranties set out in the Service Level Agreement. Save as provided for the Service Level Agreement the Customer shall have no other rights or entitlements in respect of any breach of the Service Level Agreement or this clause 3.2.

3.3 Company shall perform the Services in accordance with all applicable laws and regulations, including applicable data protection legislation. Company shall implement and maintain appropriate technical and organisational measures designed to protect Customer Data against unauthorised or unlawful access, disclosure, alteration or destruction. Where applicable, Company shall maintain compliance with relevant industry security standards and shall, upon reasonable request, provide evidence of such compliance to the Customer.

3.4 The Services, including the Amazon and Order management platform, ecommerce platform, website functionality, order processing, invoicing, pricing calculations, discount applications, configurations, and any related software or tools, are provided on an 'AS IS' and 'AS AVAILABLE' basis without any warranties of any kind, express or implied, beyond those expressly set out in the Service Level Agreement. To the fullest extent permitted by law, Company disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, or that the Services will be uninterrupted, error-free, or free from defects, viruses, or other harmful components. The Customer acknowledges that pricing calculations, discounts, order processing, invoicing, and configurations may contain errors due to system malfunctions, code issues, interface changes, software updates, or third-party integrations, and Company does not guarantee perfect accuracy or error-free performance. The Customer is solely responsible for reviewing, verifying, and testing all outputs and configurations generated or modified through the Services.

3.5 Where the Services include optional automated features (such as auto-invoicing upon order placement) or where software updates may affect existing configurations (e.g., defaults or resets on interface changes), the Customer acknowledges that enabling such features or applying updates may reduce manual review opportunities and introduce risks of unintended changes. Company does not warrant that configurations will persist unchanged across updates or support sessions.

4. YOUR OBLIGATIONS

4.1 The Customer will provide Company any information and co-operation reasonably required by Company for the provision of the Services.

4.2 The Customer will take reasonable security precautions in connection with its use of the Services.

4.3 The Customer will not use the Services for any illegal or improper uses or in a way which breaches another person’s rights, including copyright or other intellectual property rights.

4.4 The Customer shall promptly inspect, verify, and test all outputs, transactions, and configurations processed or modified through the Services, including but not limited to order details, pricing, discounts, invoices, calculations, and settings, upon generation, modification, or after any software update or support session. Any errors, discrepancies, inaccuracies, or issues (including but not limited to pricing or discount calculation errors, excessive discounts, system glitches, configuration changes, or order processing malfunctions) must be reported to Company in writing within 30 days of the date the error first becomes apparent or should reasonably have been discovered through diligence. The Customer agrees to implement reasonable internal processes to monitor and catch such errors early. Failure to report within this period constitutes a waiver of any claims, remedies, refunds, or liability against Company related to such errors, and Company shall have no obligation to investigate, correct, or compensate for unreported issues. The Company may, at its discretion, assist in investigating reported errors but shall not be liable for any losses (direct or indirect) incurred prior to reporting or resulting from the Customer's delay or failure to verify.

4.5 The Customer will be liable for and will pay the Fees as follows:

4.5.1 100 per cent (100%) of the Setup Fee is due and payable on the date that this Contract is agreed.

4.5.2 The Monthly Fee is due from the date that the Customer begins to use the Services (or such other date as agreed by the parties) and every calendar month thereafter. Company has the right to increase the Monthly Fee on an annual basis in line with CPI.

4.5.3 The Monthly Fee will be invoiced monthly and is payable within 30 days of the date that it is invoiced.

4.6 In the event that the Customer fails to make any payment that is due, the Company will:

4.6.1 Charge interest at the statutory rate for B2B transactions.

4.6.2 Apply any necessary late payment compensation fees as under UK law.

5. ADDITIONAL SERVICES

5.1 The Customer may request a change to the scope of the Service or request additional services from Company (in either case, the “Additional Services”). In the event of such a request:

5.1.1 Company will agree the scope of the Additional Services with the Customer in writing.

5.1.2 Company will agree a fee in writing for the Additional Services. That fee may be a one-off fee, an additional monthly fee, or both.

5.2 Unless and until Company receives the Customer’s written agreement to the Additional Services, Company shall have no obligation to carry out the Additional Services.

5.3 Any Additional Services shall be subject to these Terms and the Service Level Agreement.

6. SUSPENSION

6.1 Company has the right to suspend its provision of the Services in the event that the Customer is in breach of this Contract (including through the non-payment of any Fees or interest due).

6.2 Where the Customer’s breach is capable of remedy, before Company is entitled to suspend in accordance with clause 6.1, Company must give the Customer a written notice specifying the Customer’s breach and providing the Customer an opportunity to remedy the breach. In the event that the breach is not remedied within seven (7) days of the notice, Company is entitled to suspend the Services.

6.3 Where Company suspends the Services in accordance with this clause 6, Company shall have no liability to the Customer in respect of any suspension of the Services.

7. TERMINATION

7.1 The Contract commences on the date that the Order is signed and will continue until it is terminated.

7.2 The Customer may terminate this Contract by giving 90 days’ notice of termination to Company (provided that no such notice is to be given for the duration of the Minimum Term).

7.3 The Customer also has the specific rights of termination that are set out in the Service Level Agreement.

7.4 Company may terminate the Contract as follows:

7.4.1 immediately if the Customer is Insolvent.

7.4.2 by giving 30 days’ notice of termination to the Customer (provided that no such notice is to be given for the duration of the Minimum Term).

7.5 In the event that the Contract is terminated the Customer will remain liable for any Fees that are due.

7.6 For the purposes of these Terms:

7.6.1 a company becomes Insolvent:

7.6.1.1 when it enters administration within the meaning of Schedule B1 to the Insolvency Act 1986;

7.6.1.2 on the appointment or an administrative receiver or a receiver or manager of its property under Chapter I of Part ill of that Act, or the appointment of a receiver under Chapter II of that Part

7.6.1.3 on the passing of a resolution for voluntary winding-up without a solvency under section 89 of that Act: or

7.6.1.4 on the making of a winding-up order under Part IV or V of that Act.

7.6.2 a partnership becomes Insolvent:

7.6.2.1 on the making of a winding-up order against It under any provision of the Insolvency Act 1986 as applied by an order under section 420 of that Act; or

7.6.2.2 when sequestration is awarded on the estate of the partnership under section 12 of the Bankruptcy (Scotland) Act 1985 or the partnership grants a trust deed for its creditors

7.6.3 an individual becomes Insolvent:

7.6.3.1 on the making of a bankruptcy order against him under Part IX of the Insolvency Act 1986; or

7.6.3.2 on the sequestration of his estate under the Bankruptcy (Scotland) Act 1985 or when he grants a trust deed for his creditors.

7.6.4 a person also becomes Insolvent if:

7.6.4.1 he enters into an arrangement, compromise or composition in satisfaction of his debts (excluding a scheme of arrangement as a solvent company for the purposes of amalgamation or reconstruction); or

7.6.4.2 (in the case of a partnership) each partner is the subject of an individual arrangement or any other event or proceedings referred to in this clause.

7.6.5 Each of sub clauses 7.6.1 to 7.6.4 also includes any analogous arrangement, event or proceedings in any other jurisdiction.

8. LIMITATION OF LIABILITY

8.1 Except for liability on the part of Company which is expressly provided for in the Contract:

8.1.1 Company shall have no liability or responsibility for any loss, or damage of whatever nature due to or arising through any cause beyond its reasonable control;

8.1.2 Company shall have no liability or responsibility, whether by way of indemnity or by reason of any breach of the Contract, misrepresentation, or by the commission of any tort (including but not limited to negligence) in connection with the Services, for any of the Customer’s loss of profit, loss of use of any asset or facility, loss of production or productivity, loss of contracts with any third party, liabilities of whatever nature to any third party, and/or any other financial or economic loss or indirect or consequential loss or damage of whatever nature; and

8.1.3 whenever the Contract provides that the Customer is entitled to a refund or partial refund of Fees, that refund shall be the Customer’s sole and exclusive remedy in respect of the circumstances giving rise to the refund.

8.2 In all cases Company’s liability is limited and will not exceed the total Fees paid over the last six (6) months prior to the date on which the Customer notifies Company of any claim.

8.3 For the avoidance of doubt nothing in this Contract limits or seeks to exclude either Company’s liability for claims for death or personal injury, for fraud of for any other liability for which it is not permitted to seek to limit or exclude by operation of law.

8.4 The parties agree that the Fees for the Services properly reflect the delineation of risk between the parties and that each party is responsible for making its own arrangements for the insurance of any loss in excess of the accepted legal liability as necessary.

8.5 Without limiting the generality of clauses 8.1–8.4, Company shall have no liability for any losses, damages, or claims arising from or related to errors in the Services, including but not limited to inaccuracies in pricing calculations, discount applications, order processing, invoicing, configurations, or any system malfunctions, code defects, interface changes, software updates, support modifications, or unintended outputs/defaults/resets (e.g., excessive discounts or setting changes leading to financial shortfalls). This exclusion applies regardless of whether the Customer was aware of the possibility of such errors.

8.6 In the event of any error in the Services as described in clause 8.5, the Customer's sole and exclusive remedy shall be limited to: (a) a pro-rata refund of Fees attributable to the affected period (not to exceed the cap in clause 8.2); (b) re-performance of the affected Services at no additional charge; or (c) termination of the affected portion of the Services under clause 7.3. Company shall not be liable for any third-party claims (e.g., from the Customer's end-customers) arising from such errors.

9. USE OF SERVICES

9.1 The Services provided to the Customer will be delivered through the use of software and intellectual property developed for Company. The Customer acknowledges and agrees that:

9.1.1 its use of the Services shall confer no rights in any software or intellectual property used by Company or any exclusivity in the same.

9.1.2 Company retains all rights, title and interest in its trade secrets, inventions, copyrights and other intellectual property.

9.1.3 any intellectual property developed by Company during the performance of the Services shall belong to Company unless otherwise agreed in writing.

9.2 The parties do not intend that any of the terms of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a part to the Contract.

9.3 The rights and obligations of the Customer under this Contract are personal to the Customer and the Customer undertakes that it shall not nor purport to assign, lease, charge, sub-license, or otherwise transfer such rights and obligations in whole or in part.

9.4 Company may revise these Terms from time to time. Any changes will not be retroactive. Company will notify the Customer of any change to these Terms. By continuing to use or access the Services after those revisions become effective, the Customer agrees to be bound by the revised terms.

10. NOTICES

10.1 All notices given under this Contract shall be in writing.

10.2 Company may give notice to the Customer as follows:

10.2.1 By email to the email address of the Customer; or

10.2.2 By first class address to the address of the Customer.

10.3 Notices sent by Company shall be deemed to have been delivered at the time that they are sent.

10.4 The Customer shall give notice to Company as follows:

10.4.1 By email to “info@Khoocommerce.com”. Any notice shall be deemed to have been received at the time that it is acknowledged by Company; or

10.4.2 By recorded delivery to Company’s current address at the date of giving the notice.

11. FORCE MAJEURE

11.1 “Force Majeure” means the occurrence of an event or circumstance that prevents or impedes a party from performing one or more of its contractual obligations under the contract, if and to the extent that that party proves:

11.1.1 that such impediment is beyond its reasonable control; and

11.1.2 that it could not reasonably have been foreseen at the time of the conclusion of the contract; and

11.1.3 that the effects of the impediment could not reasonably have been avoided or overcome by the affected party.

11.2 In the absence of proof to the contrary, the following events affecting a party shall be presumed to fulfil conditions 11.1.1 and 11.1.2: (i) war (whether declared or not), hostilities, invasion, act of foreign enemies, extensive military mobilisation; (ii) civil war, riot, rebellion and revolution, military or usurped power, insurrection, act of terrorism, sabotage or piracy; (iii) currency and trade restriction, embargo, sanction; (iv) act of authority whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalisation; (v) plague, epidemic, natural disaster or extreme natural event; (vi) explosion, fire, destruction of equipment, prolonged break-down of transport, telecommunication, information system or energy; (vii) general labour disturbance such as boycott, strike and lock-out, go-slow, occupation of factories and premises.

11.3 A party successfully invoking this clause is relieved from its duty to perform its obligations under the contract and from any liability in damages or from any other contractual remedy for breach of contract, from the time at which the impediment causes inability to perform, provided that the notice thereof is given without delay. If notice thereof is not given without delay, the relief is effective from the time at which notice thereof reaches the other party. Where the effect of the impediment or event invoked is temporary, the above consequences shall apply only as long as the impediment invoked impedes performance by the affected party. Where the duration of the impediment invoked has the effect of substantially depriving the contracting parties of what they were reasonably entitled to expect under the contract, either party has the right to terminate the contract by notification within a reasonable period to the other party. Unless otherwise agreed, the parties expressly agree that the contract may be terminated by either party if the duration of the impediment exceeds 120 days.

12. INDEMNIFICATION

12.1 The Customer shall indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, agents, and suppliers (the 'Indemnified Parties') from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (a) the Customer's use or misuse of the Services, including any errors in orders, pricing, discounts, configurations, or invoices processed through the system; (b) disputes or claims by the Customer's end-customers, third parties, or regulators regarding transactions, products, or services facilitated by the Services (even if stemming from system errors); (c) the Customer's failure to verify, report, or mitigate errors in accordance with clause 4.4; or (d) any violation of this Contract, applicable law, or third-party rights by the Customer.

12.2 The Customer shall promptly notify Company of any claim subject to indemnification and cooperate fully in its defence. Company reserves the right, at the Customer's expense, to assume control of the defence and settlement of any such claim, provided that no settlement admitting liability on behalf of the Customer or imposing obligations beyond those in this Contract shall be made without the Customer's prior written consent.

12.3 This indemnification obligation shall survive termination or expiration of this Contract.

13. GOVERNING LAW AND SEVERABILITY

13.1 This Contract is governed by English law.

13.2 Both parties expressly and irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

13.3 If any of these clauses are held to be unlawful, void or unenforceable, then that clause will be deemed severable and will not affect the validity and enforceability of the remaining clauses, to the extent permitted by law.

14. CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS

14.1 Proprietary Rights. Except as expressly set forth herein, Company (and its licensors, where applicable) exclusively retains all right, title and interest (including all Intellectual Property Rights) relating to the Services and Company Confidential Information, and Customer exclusively retains all right, title and interest (including all Intellectual Property Rights) in its Customer Data and Confidential Information.

14.2 Feedback. Customer may from time to time provide Company suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Services. Company will have full discretion to determine whether to proceed with the development of any requested enhancements, new features or functionality. Company will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exploit any such Feedback in connection with its products and services.

14.3 Confidential Information. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. Notwithstanding the foregoing, either party may disclose Confidential Information: (a) to its employees, officers, directors, attorneys, auditors, financial advisors, contractors, and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement (and for whom each party is responsible for any breach of this Agreement); and (b) as required by law (in which case, to the extent legally permitted, the receiving party will limit the disclosure to that required by law and provide the disclosing party with prior written notification thereof in order to allow disclosing party the opportunity to contest such disclosure). Neither party will disclose the terms of this Agreement to any third party, except that Company may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Receiving party agrees to use the same degree of care that it uses to protect its own confidential and proprietary information to prevent the unauthorized use or disclosure of disclosing party’s Confidential Information, but in no event less than a reasonable degree of care. Promptly after disclosing party’s request, receiving party agrees to return or destroy disclosing party’s Confidential Information; provided, however, that receiving party shall be entitled to retain copies of Confidential Information solely to the extent necessary for purposes of such party’s ordinary course records retention and backup policies and procedures, or to comply with Applicable Law, provided that such Confidential Information is treated as such for so long as it is retained. Each party acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, the injured party will be entitled to seek immediate injunctive and other equitable relief, in addition to all other remedies, for any violation or threatened violation of this Section.

15. MARKETING

15.1 Unless explicitly requested by the Customer, Company may use the name and logo of the Customer, as well as using publicly available assets such as Amazon pages, in order to promote the services of Company.

15.2 Customer warrants that any materials provided by the Customer by the way of review, quote or other public testimonial may be used by the Company for marketing and promotional purposes.

16. SERVICE AND RESPONSIBILITIES

16.1 Provision of Company Platform. Company hereby grants Customer and its authorized employees, contractors, vendors and consultants (“Authorized Users”) a limited non-exclusive, non-sublicensable, non-transferable: (a) right to access and use the Services. The Services are subject to modification from time to time at Company’s sole discretion, provided the modifications do not materially diminish the functionality of the Services.

16.2 Data Protection. Company maintains a commercially reasonable security program that is designed to: (a) ensure the security and integrity of Customer data provided by or on behalf of Customer to Company in connection with the Services (“Customer Data”); (b) protect against threats or hazards to the security or integrity of Customer Data; and (c) prevent unauthorized access to Customer Data. Solely if and to the extent Company processes Customer personal data that is subject to applicable data protection laws (as defined in the DPA), the Data Processing Addendum provided at https://www.khoocommerce.com/156/ (“DPA”) is hereby incorporated into, and shall be fully governed by, this Agreement.

16.3 Restrictions. Customer will not, and shall ensure that any Authorized Users will not, directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, copy, create derivative works of or otherwise create, attempt to create or derive the source code, object code or underlying structures, ideas or algorithms of the Services or any data related thereto; (b) attempt to probe, scan or test the vulnerability of the Services, breach the security or authentication measures of the Services without proper authorization, or render any part of the Services unusable; (c) use or access the Services to develop a product or service that is competitive with Company’s products or services or engage in competitive benchmarking; (d) share, transfer, distribute, resell, lease, license, sublicense, make available or otherwise offer the Services on a standalone basis; (e) remove any proprietary notices from the Services or related Documentation; (f) provide any infringing, offensive, fraudulent or unlawful content in connection with the Services (any such content may be reported using Company’s content dispute policy located at https://Company.com/websiteterms); (g) use the Services or related Documentation in any manner or for any purpose that violates this Agreement or Applicable Law, or infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person (collectively, the “Restrictions”).

16.4 Privacy and Data Rights. All Customer Data collected through the Services is subject to the privacy policy located at https://Company.com/privacy. Customer acknowledges and agrees that the Services will require Authorized Users to share with Company certain information which may include personal data regarding Authorized Users (such as names, usernames, hashed passwords, email address and/or online identifiers) solely for the purposes of providing and improving the Services. Prior to providing any personal information to the Services, Customer is fully responsible for obtaining the consent of the associated individual, in accordance with Applicable Law, to the use of his/her information by Company in accordance with this Agreement. Customer represents and warrants that it has all rights necessary, including any consents required hereunder or by Applicable Law, to provide or make available the Customer Data (including personal data) or other materials in connection with its use of the Services, and to permit Company to use the same as contemplated hereunder. Customer will not use the Services to transmit or provide to Company any financial or medical information of any nature, or any sensitive personal data (such as social security numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers, or credit card numbers).

16.5 Suspension. Company reserves the right to suspend Customer’s (or any Authorized User’s) access to the Services, or delete or disable any content submitted thereto, immediately: (a) if Customer breaches Section 2 or Section 4 of this Agreement, or breaches any other provision and fails to correct that breach within the applicable cure period; or (b) as it deems reasonably necessary to respond to any actual or potential security or availability concern that may affect Company or its customers or users.

16.6 Customer Responsibilities. Customer is solely responsible for: (a) all uses of the Services under its account (whether or not authorized); (b) all acts and omissions of Authorized Users, including ensuring that it and its Authorized Users only use the Services in compliance with this Agreement and all Applicable Law (any breach of this Agreement by an Authorized User shall be deemed a breach by Customer); (c) the entry, accuracy, integrity and legality of Customer Data and the means by which it acquires and uses such Customer Data; (d) using commercially reasonable efforts to prevent unauthorized access to or use of the Services (and promptly notifying Company in the event of any such unauthorized access or use); and (e) determining whether the Services are suitable or sufficient for its business purposes. Company’s relationship is with Customer and not individual Authorized Users or third parties using the Services through Customer, and Customer will address all claims raised by its Authorized Users directly with Company.

16.7 Third-Party Services. Customer’s use of third-party products or services that are not licensed to Customer directly by Company (“Third-Party Services”) shall be governed solely by the terms and conditions applicable to such Third-Party Services, as agreed to between Customer and the third party. Company does not endorse or support, is not responsible for, and disclaims all liability with respect to Third-Party Services, including the privacy practices, data security processes and other policies related to Third-Party Services. Customer agrees to waive any claim against Company with respect to any Third-Party Services. Customer may enable integrations between the Services and Third-Party Services (each, an “Integration”). By enabling an Integration between the Services and its Third-Party Services, Customer is instructing Company to share the Customer Data necessary to facilitate the Integration. Customer is responsible for providing all instructions to any Third-Party Service provider relating to Customer Data. Company and Third-Party Service providers are not sub-processors of each other.

Updated: 8th January 2026