Terms & Conditions

1. THE CONTRACT

1.1Our 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):

1.1.1The DPA, in respect of the processing of personal data

1.1.2Your Order

1.1.3These Terms

1.1.4The Service Level Agreement

1.2This 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.

1.3The Customer has not relied on any representation made by Company unless that representation is expressly included in this Contract. Nothing in this clause 1.3 shall exclude or limit either party’s liability for fraudulent misrepresentation.

2. DEFINITIONS

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

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

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

2.1.3Contract has the meaning set out in clause 1.1.

2.1.4Customer means the customer identified in the Order.

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

2.1.6Insolvent has the meaning set out in clause 7.6.

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

2.1.8Minimum Term means the duration of the minimum term as identified in the Order, beginning on the date that the first Monthly Fee becomes due.

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

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

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

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

2.1.13Confidential 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.

2.1.14Applicable Law means all laws, statutes, regulations and codes from time to time in force that apply to a party’s performance of this Contract.

2.1.15Business Day means a day other than a Saturday, Sunday or public holiday in England and Wales.

2.1.16Customer Data means all data, content and information (including personal data) provided by or on behalf of the Customer to Company, or generated by the Services on the Customer’s behalf, in connection with the Services.

2.1.17Documentation means the user documentation and configuration guidance for the Services made available by Company from time to time, as current at the date of the relevant act or omission.

2.1.18DPA means the Data Processing Addendum available at https://www.khoocommerce.com/DPA.

2.1.19Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, goodwill, rights in designs, database rights, rights to use and protect confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered, and all applications and rights to apply for the same, subsisting anywhere in the world.

2.2In this Contract, a reference to “this Agreement” is a reference to this Contract, and a reference to a “Section” is a reference to a clause of this Contract.

3. OUR OBLIGATIONS

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

3.2Company 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.

3.3Company 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.

4. YOUR OBLIGATIONS

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

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

4.3The 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.

4.4The 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 on which the Customer became aware, or ought reasonably to have become aware, of the error. 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 (save in respect of any error which the Customer could not reasonably have detected through the processes described in this clause 4.4), 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.

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

4.5.1100 per cent (100%) of the Setup Fee is due and payable on the date that this Contract is agreed.

4.5.2The 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, and no more than once in any twelve (12) month period, in line with CPI, provided that Company gives the Customer not less than sixty (60) days’ prior written notice of the increase. For these purposes, CPI means the UK Consumer Prices Index published by the Office for National Statistics, measured over the twelve months ending on the date of that notice.

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

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

4.6.1Charge interest at the statutory rate for B2B transactions.

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

4.7Where the Services integrate with a third-party platform, marketplace, carrier or gateway using the Customer’s own account or credentials, the Customer warrants that it is entitled to grant Company access to that account and to authorise Company to act on the Customer’s behalf in connection with it, and that doing so does not breach the terms of that third party.

5. ADDITIONAL SERVICES

5.1The 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:

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

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

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

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

6. SUSPENSION

6.1Company 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).

6.2Where 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.

6.3Where Company suspends the Services in accordance with this clause 6, Company shall have no liability to the Customer in respect of that suspension. This clause 6.3 does not apply to a suspension made otherwise than in accordance with this clause 6.

7. TERMINATION

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

7.2Either party may terminate this Contract for convenience by giving ninety (90) days’ written notice of termination to the other. Such notice may be given during the Minimum Term, provided that termination shall not take effect before the end of the Minimum Term.

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

7.4Either party may terminate this Contract immediately on written notice to the other if that other party:

7.4.1is Insolvent;

7.4.2commits a material breach of this Contract which is capable of remedy and fails to remedy that breach within thirty (30) days of written notice specifying the breach and requiring it to be remedied; or

7.4.3commits a material breach of this Contract which is not capable of remedy.

7.5In the event that the Contract is terminated the Customer will remain liable for any Fees that are due. Where Company terminates this Contract for convenience under clause 7.2, or the Customer terminates this Contract under clause 7.4 or under the Service Level Agreement, Company shall refund to the Customer a pro-rata portion of any Fees paid in advance in respect of the period after termination takes effect.

7.6For the purposes of these Terms:

7.6.1a company becomes Insolvent:

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

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

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

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

7.6.2a partnership becomes Insolvent:

7.6.2.1on 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

7.6.2.2when 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

7.6.3an individual becomes Insolvent:

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

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

7.6.4a person also becomes Insolvent if:

7.6.4.1he 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.

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

7.7For thirty (30) days following the expiry or termination of this Contract, Company shall continue to make Customer Data available to the Customer for export in a commonly used machine-readable format, and shall provide reasonable transition assistance at its then-current rates for Additional Services. Thereafter clause 14.3 shall apply.

7.8Termination or expiry of this Contract shall not affect any rights, remedies, obligations or liabilities of either party that have accrued as at the date of termination or expiry. Clauses 7.7, 8, 9, 12, 13, 14 and this clause 7.8 shall survive termination or expiry of this Contract.

8. LIMITATION OF LIABILITY

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

8.1.1Company 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, save that a failure of Company’s own systems, or those of its subcontractors, shall not constitute such a cause unless it results directly from an event listed in clause 11.2;

8.1.2Company 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, or indirect or consequential loss or damage of whatever nature, provided that this clause 8.1.2 does not limit Company’s obligations under clause 12.2; and

8.1.3whenever 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.

8.2Subject to clause 8.3, Company’s total aggregate liability arising out of or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed a sum equal to six (6) times the average Monthly Fee payable in the six (6) months immediately preceding the date on which the Customer first notifies Company of the claim (or, where this Contract has been in force for less than six months, six (6) times the average Monthly Fee payable since the date of the Order).

8.3For 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 or for any other liability for which it is not permitted to seek to limit or exclude by operation of law. 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.

8.4Without limiting the generality of clauses 8.1 to 8.3, Company shall have no liability for indirect or consequential loss arising from or related to errors in the Services, including but not limited to inaccuracies in pricing calculations, discount applications, order processing, invoicing, configurations, system malfunctions, code defects, interface changes, software updates, support modifications, or unintended outputs, defaults or resets, and Company’s liability for any such errors shall in all cases be subject to the cap in clause 8.2.

8.5In the event of any error in the Services as described in clause 8.4, 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) where the error materially affects a discrete part of the Services, termination of that part of the Services on written notice to Company, together with a pro-rata refund of any Fees paid in advance in respect of that part. Company’s liability in respect of third-party claims arising from such errors (for example, from the Customer’s end-customers) shall be subject to the limitations in clauses 8.1 and 8.2.

8.6Company shall have no liability for any change to, deprecation of, withdrawal of, or unavailability of any third-party platform, marketplace, carrier, gateway or application programming interface with which the Services integrate, or for any act or omission of the operator of any such service, save to the extent that Company has failed to use reasonable care and skill in responding to that change, event, act or omission.

9. USE OF SERVICES

9.1The 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:

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

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

9.1.3subject to clause 14.1, any intellectual property developed by Company during the performance of the Services shall belong to Company unless otherwise agreed in writing.

9.2The 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 party to the Contract, save that the Indemnified Parties identified in clause 12.1 may enforce clause 12.1.

9.3Neither party may assign, transfer, charge, sub-licence or otherwise deal in its rights and obligations under this Contract without the prior written consent of the other (such consent not to be unreasonably withheld or delayed), save that either party may assign this Contract in whole to an affiliate, or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets or business, on written notice to the other.

9.4Company 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. Where a revision materially and adversely affects the Customer, the Customer may terminate this Contract by giving written notice to Company within thirty (30) days of Company’s notice of the revision, and that termination shall take effect on the date the revision would otherwise have taken effect. Clause 7.2 shall not apply to a termination under this clause 9.4.

10. NOTICES

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

10.2Company may give notice to the Customer as follows:

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

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

10.3A notice given under this Contract shall be deemed to have been received: (a) if sent by email, at the time of sending if sent during Business Hours, and otherwise at 09:00 on the next Business Day, provided that the sender has not received an automated message indicating that the email was not delivered; and (b) if sent by first class post or recorded delivery, at 09:00 on the second Business Day after posting.

10.4The Customer shall give notice to Company as follows:

10.4.1By email to “info@khoocommerce.com”; or

10.4.2By 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:

11.1.1that such impediment is beyond its reasonable control; and

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

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

11.2In 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. 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. For the avoidance of doubt, a failure of Company’s own systems, or those of its subcontractors, shall not constitute Force Majeure unless it results directly from an event listed in this clause 11.2.

12. INDEMNIFICATION

12.1The Customer shall indemnify and hold harmless Company, its affiliates, officers, directors, employees, agents, and suppliers (the “Indemnified Parties”) against any third-party claim, and any damages, losses, liabilities, costs, and expenses (including reasonable legal fees and court costs) awarded against or reasonably incurred by the Indemnified Parties in connection with such claim, arising out of or related to: (a) the Customer’s misuse of the Services, or use of the Services otherwise than in accordance with this Contract, the Documentation, or Company’s written instructions; (b) claims by the Customer’s end-customers, other third parties, or regulators concerning the Customer’s products, services or transactions, or the Customer’s own acts or omissions, save to the extent that the claim arises from Company’s breach of this Contract, its negligence, or a defect in the Services; (c) the Customer’s failure to comply with clause 4.4; or (d) the Customer’s violation of this Contract, Applicable Law, or the Intellectual Property Rights of any third party.

12.2Company shall indemnify the Customer against any third-party claim that the Services, as supplied by Company and used in accordance with this Contract, infringe that third party’s Intellectual Property Rights, and shall pay any damages finally awarded against the Customer or agreed in settlement of that claim. This indemnity does not apply to the extent the claim arises from Customer Data, the Customer’s own materials, use of the Services in combination with anything not supplied by Company, or use of the Services in breach of this Contract. Where such a claim arises or Company reasonably believes one may arise, Company may at its option procure the right for the Customer to continue using the Services, modify or replace the Services so that they become non-infringing, or terminate the affected Services on written notice with a pro-rata refund of any Fees paid in advance.

12.3The party seeking indemnity shall promptly notify the other of any claim subject to indemnity, shall give the indemnifying party sole control of the defence and settlement of that claim at the indemnifying party’s expense, and shall provide reasonable cooperation at the indemnifying party’s cost. The indemnifying party shall not settle any claim in a manner that admits liability on the part of, or imposes any obligation on, the indemnified party without that party’s prior written consent (such consent not to be unreasonably withheld or delayed). The indemnified party may participate in the defence at its own expense. The indemnity is reduced to the extent that a failure to notify or to cooperate materially prejudices the defence of the claim.

12.4These indemnity obligations shall survive termination or expiry of this Contract.

13. GOVERNING LAW AND SEVERABILITY

13.1This Contract is governed by English law.

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

13.3If 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

14.1Proprietary 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.

14.2Feedback. 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.

14.3Confidential 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 either party may confidentially disclose such terms to its 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.

14.4Aggregated Data. Company may collect, use and retain data derived from the operation of the Services and from the Customer’s use of them, in aggregated and de-identified form (“Aggregated Data”), in order to operate, maintain, secure, improve, develop and benchmark the Services and Company’s other products and services. Aggregated Data shall not identify the Customer, any Authorized User, any individual, or any of the Customer’s customers or suppliers, and Company shall not disclose Aggregated Data to any third party in a form which permits any such identification. Aggregated Data is not Customer Data or Confidential Information of the Customer.

15. MARKETING

15.1Company may use the name and logo of the Customer, and publicly available assets such as the Customer’s Amazon storefront pages, in customer lists and on Company’s website in order to promote the services of Company. Any press release, case study, or named quotation concerning the Customer requires the Customer’s prior written consent. The Customer may withdraw its consent under this clause 15.1 by giving thirty (30) days’ written notice to Company, following which Company shall cease the relevant use in materials it publishes after that date.

15.2Customer 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

16.1Provision 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.

16.2Data Protection. Company maintains a commercially reasonable security program that is designed to: (a) ensure the security and integrity of 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/DPA is hereby incorporated into, and shall be fully governed by, this Agreement.

16.3Restrictions. 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://www.khoocommerce.com/Terms); (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”).

16.4Privacy and Data Rights. All Customer Data is processed in accordance with the DPA and the privacy policy located at https://www.khoocommerce.com/26/Privacy-Policy. 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. 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 process the same as contemplated by this Contract.

16.4.1Prohibited and restricted data. The Customer shall not use the Services to transmit or provide to Company: (a) special category personal data within the meaning of Article 9 UK GDPR, or personal data relating to criminal convictions and offences within the meaning of Article 10 UK GDPR, unless the parties have agreed in writing (including in the Order or the DPA) that the Services will process such data; or (b) cardholder data, other than where transmitted through a payment gateway integration expressly supported by the Services and used in accordance with the Documentation. The categories of personal data processed by the Services are set out in the DPA.

16.5Suspension. 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 clause 16.3 or clause 16.4, or breaches any other provision and fails to correct that breach within the cure period in clause 6.2; 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. Clause 6.3 shall apply to any suspension under this clause 16.5.

16.6Customer 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 those Authorized Users, and not with Company.

16.7Third-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. This clause 16.7 does not apply to any integration or connectivity that forms part of the Services as described in the Order.

Published 31st July 2026. Effective: 14th September 2026