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MyTAG. Limited, Trading as Kinexio (“Kinexio”)

Terms and Conditions

Introduction

Kinexio (“Kinexio”/“We”/“Our”/“Us”) 

Our registered office address is 4 Beacon House, Kempson Way, Bury St. Edmunds, IP32 7AR, United Kingdom, registered in England and Wales, Company Number: 08039799. 

These terms of use (“Terms of Use”) comprise a legal agreement between You and Kinexio and explains Our obligations as a service provider and Your obligations as a client in relation to the Service. Please read them carefully. 

These Terms of Use are binding on any use of the Service and apply to You from the time that We provide You with access to the Service. 

We reserve the right to change these Terms of Use at any time, effective upon the posting of modified Terms of Use on the Website. It is Your obligation to ensure that You have read, understood and agree to the most recent Terms of Use. 

By logging in to use the Service you acknowledge that You have read and understood and agree to these Terms of Use on behalf of Your Company and that You have the authority to act on behalf of Your Company and for any person or entity for whom You are using the Service. 

1 Definitions 

“Apps” means the mobile applications made available by Us from time to time in connection with the Service. 

“Company” or “You” means the entity which pays the Fees for the Service and determines who is an Invited User, and where the context permits, “You” shall mean an Invited User. “Your” and “Yourself” shall be construed accordingly. 

“Confidential Information” means any information disclosed by one party to the other party (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked as “confidential”; (ii) was described by the disclosing party as “confidential”; or (iii) should have been reasonably understood by the recipient party to be confidential. 

“Data” means the data inputted by You or Invited Users, or by Us on Your behalf for the purpose of using the Services or facilitating Your use of the Services. 

“Data Upload” means an upload of Data which may be offered as part of the Service. 

“Controller“, “Processor”, “Data Subject”, “Personal Data” and “Processing” shall have the meanings given to them in the GDPR. 

“Documents” means any printed materials and online or electronic documents made available by Us from time to time in connection with the Service and/or System. 

“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679). 

“Fees” means the fees payable by You as agreed pursuant to these Terms of Use. 

“GDPR” means the UK GDPR or the EU GDPR as may be applicable in the circumstances. 

“Hardware” means any third-party hardware such as NFC (Near Field Communication) Readers and Scanners, NFC key tags and any other third-party hardware products. 

“Initial Term” has the meaning given in clause 11.1.  

“Intellectual Property Rights” means any patent, trade mark, service mark, copyright (including rights in computer software and in a website), moral rights, rights in databases, rights in design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered, including all renewals and extensions of such rights or applications and whether vested, contingent or future rights. 

“Invited User” means those employees, agents or independent contractors of the Company who are authorised by the Company to use the Services, Software, System and the Documents. 

“Lone Worker” means a low-risk worker who works alone. 

“Lone Worker Notification” means a notification issued by the System to Your Invited User that Your Lone Worker has not checked in at the set time. 

“Lone Worker Service” means the service by which the System reports a non-returned Lone Worker to Your Invited User via an escalation process. 

“Managed Site” means any property/location/unit/asset or multiple managed offices which is configured under Your set up/account on the System. 

“Renewal Term” has the meaning given in clause 11.1.  

“Representatives” means a party’s, or a party’s affiliate’s employees, officers, contractors, subcontractors, representatives, professional advisers and potential purchasers, investors or funders.   

“Service” means the Kinexio services made available to You as agreed pursuant to these Terms of Use. 

“Software” means the Website, Apps and any other software made available by Us to You from time to time in connection with the Service. 

“System” means the Kinexio network and information systems including the Software by which we deliver the Service to You. 

“Term” means the Initial Term and any subsequent Renewal Term(s). 

“UK GDPR” has the meaning given to it in the Data Protection Act 2018. 

“Website” means the internet site at the domain https://home.mytag.io/ or any other site operated by Kinexio. 

“Your Personal Data” means the Personal Data provided to Us which is used (Processed) by Us under these Terms of Use for the purposes of providing Our Service to You. 

2. Use of the Service

2.1 Grant of licence 

In consideration for payment of the Fees by You and You agreeing to abide by these Terms of Use, Kinexio grants to You the right to access and use the Service (via the System) and Documents, and to permit Invited Users to do so, only in accordance with the terms of these Terms of Use, during the Term. This right is non-exclusive, non-transferable, non-sublicensable and limited by and subject to these Terms of Use. 

2.2 Invited Users 

You acknowledge and agree that, without prejudice to Kinexio’s rights of suspension or termination under these Terms of Use (including under clause 10 or 11): 

the Company determines who is an Invited User and what level of user role access to the Managed Site and Service (via the System) an Invited User has; 

2.2.1 the Company is responsible for all Invited Users’ use of the Service and the Company shall ensure that the Invited Users use the Service, Software (via the System) and the Documents in accordance with the terms and conditions of these Terms of Use; 

2.2.2 the Company controls each Invited User’s level of access to the Managed Site and Service (via the System) at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be; and 

2.2.3 if there is any dispute between the Company and an Invited User regarding access to the Managed Site or Service (via the System), the Company shall decide what access or level of access to the Service that Invited User shall have, if any. 

3. Obligations 

3.1 Payment obligations 

3.1.1 In consideration of Kinexio’s performance of its obligations under these Terms of Use, the Company shall pay the Fees to Kinexio. 

3.1.2An invoice for the Fees shall be issued to the Company’s billing address as provided by the Company. 

3.1.3 Except as otherwise agreed, the Fees are payable annually in advance. 

3.1.4 All amounts and fees stated or referred to in these Terms of Use: 

(i) shall be payable in pounds sterling or except as otherwise agreed;  

(ii) without set off, deduction or withholding; and  

(iii) are exclusive of value added tax, which shall be added to Your invoice(s) at the appropriate rate. 

3.1.5 Invoices shall be paid by You within 30 days of the date of the invoice by bank transfer into a single bank account as nominated in writing from time to time by Kinexio.  

3.1.6 Without prejudice to any other rights or remedies available to it, Kinexio shall be entitled to suspend without liability Your right of access to the Service and Software without notice if payment of any Fees is overdue. 

3.1.7 We reserve the right to increase the Fees by 5% on Renewal Term. 

3.2 General obligations 

3.2.1 You must only use the System and Service for Your own lawful internal business purposes, in accordance with these Terms of Use. 

3.2.2 Following your acceptance of these Terms of Use, if required and communicated by You to Us, We shall perform a Data Upload of Your Data that You securely supply to Us. We are not responsible for and shall have no liability for the completeness, legality, reliability, integrity, accuracy or quality of the Data or any information in whole or in part that You provide to Us or that You input or upload yourself (including via Your staff or authorised representatives).  

3.2.3.You acknowledge that the Service is not a managed service and accordingly You agree that: 

(i) You are responsible for ensuring the lawfulness, completeness and accuracy of the information (including Data) uploaded, collected or provided on Our System or via the Service at all times and that it does not contain any virus, worm, Trojan horse or other harmful component.  

(iv) You are responsible to upload any schedules, patrols, persons or services and to set time, frequency and tolerance and action any issues, notifications or reports. You are responsible to carry out asset inspections and for the correctness of such inspections and the correct reporting on Our System. 

(v) You are solely responsible to act upon any notification You receive from Us or any notification displayed on Our System. We are not an emergency service. We are not liable if Your systems or Hardware fail or the notification is not received correctly. 

(vi)You are responsible for maintaining Your own records and accurate details of Your staff and contractors and keeping their details updated. It is Your responsibility to check that storage of and access to Your Data via Our System will comply with laws applicable to you (including any laws requiring You to retain records). 

3.2.4 The use of the Service is at Your sole discretion and it is Your responsibility to conduct compliance and risk assessments to ensure that the Service meets Your Company’s compliance, risk, health & safety and overall business requirements. You remain solely responsible for complying with all applicable laws and regulations. 

3.2.5 Where the agreed Service includes the Lone Worker Service: 

(i) You are required to set up at least three administrators on the Kinexio System with their contact details, i.e. email address and mobile phone number, for them to act upon a Lone Worker Notification received from Us if You provide the Lone Worker Service to Your staff. 

(vii) Our Lone Worker Service is designed for low-risk workers who work alone. The Lone Worker Service will report non-returns via an escalation process to Your staff and management for them to act upon as they see fit. 

(viii) You acknowledge that the Lone Worker Service is not a managed Service and that We are not an emergency service. You remain solely responsible for complying with all applicable laws and regulations. You are solely responsible to act upon a Lone Worker Notification You receive from Us and to check the Lone Worker back in. We are not liable if You do not act upon the notification or if Your systems or Hardware fail or the notification is not received correctly. The use of the Lone Worker Service is at Your sole discretion, it is Your responsibility to conduct a work risk assessment to ensure that the Service meets Your company’s health and safety requirements for low-risk workers and is suitable for the purpose for which it is used. 

3.2.6 You may be supplied with Hardware by Us in connection with the use of the Service: 

(i) If the Hardware goes missing or is damaged, You are responsible for replacement or repair at the prevailing rates as designated by Kinexio Kinexio and any such payment shall be made within 30 days. 

(ii) Within the first 12 months after We have dispatched the Hardware to You, if the Hardware ceases to operate through wear and tear or is faulty, We will replace or repair it on receipt of the faulty equipment except if the defect is:  

(A) caused by You, any Invited User or Your Representatives due to use other than in accordance with any instructions made available to you; or 

(b) where such use is in breach of the terms of these Terms of Use.  

(iii) On expiry of this 12-month period, You are responsible for replacement or repair at the prevailing rates as designated by Kinexio. 

3.3. Access conditions 

(3.3.1) It is Your responsibility to correctly configure, maintain and keep up to date Your local area network, personal computer, firewall systems, virus scanners and e-mail set up and to ensure that they meet any minimum specification requirements provided by Us from time to time. 

(3.3.2) As a condition of these Terms of Use, when accessing and using the Service and System, You undertake: 

(i) not to attempt to undermine the security or integrity of Kinexio‘s Service,  System, computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks; 

(ii) not to use, or misuse, the Service or System in any way which may impair the functionality of the Service or System, or other systems used to deliver the Service or impair the ability of any other user to use the Service or System; 

(iii) not to attempt to gain unauthorised access to any software or materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted; 

(iv) not to transmit, or input into the System, any files that may damage any other person’s computing devices or software, or material or Data in violation of any law or may otherwise infringe the rights of, or cause damage or injury to, any person or property (including Data or other material protected by copyright or trade secrets which You do not have the right to use) and We reserve the right, without liability or prejudice to Our other rights, to disable Your access to the Service or System due to any material that breaches the provisions of this clause; 

(v) not to attempt to modify, copy, adapt, reproduce, disassemble, decompile, translate or reverse engineer the Software or any computer programs used to deliver the Service, or to operate the Software except as is strictly necessary to use either of them for normal operation or as may be permitted by law; 

(vi) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documents; 

(vii) not to provide or otherwise make available the System or Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than Your Invited Users without prior written consent from us;  

(viii) not to use or attempt to use the Service or System for any illegal or unlawful purpose and/or for the purposes of publishing or otherwise distributing materials which are offensive, defamatory or in breach any Intellectual Property Rights belonging to any third party;  

(ix) to only make use of the System and Documents for internal use by your business, and You agree not to use the System or Documents for any re-sale purposes; 

(x) to keep secure and confidential, and ensure all Invited Users keep secure and confidential usernames and passwords required to access the Service (via the System), and to prevent any unauthorised access to, or use of, the System and/or the Documents and, in the event of any such unauthorised access or use or any other breach of security, immediately notify Us with full details of such event, following which Kinexio will reset your password and You must take all actions that Kinexio reasonably deems necessary to maintain or enhance the security of Kinexio‘s computing systems and networks and Your access to the Service; and 

(xi) to obtain and shall maintain all necessary licences, consents, and permissions necessary for Us, Our contractors and agents to perform Our obligations under these Terms of Use. 

4. Indemnity

4.1 You shall indemnify, keep fully indemnified and hold harmless Kinexio (and any of Kinexio’s, and Kinexio’s affiliate’s and group companies’, directors, officers and employees) against all liabilities, actions, claims, losses, proceedings, damages, expenses and costs (including without limitation court costs and legal fees) incurred by Us arising out of or in connection with Your (or any Invited User’s) use of the Service, System, Software or Documents or by reason of any error, omission, misstatement or misrepresentation by You (or any Invited User) or by reason of any breach by You (or any Invited User) of Your obligations contained in these Terms of Use. 

5. Confidentiality, Privacy and General Data Protection Regulations (GDPR) 

5.1 Confidentiality 

5.1.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms of Use. A party’s Confidential Information shall not be deemed to include information that: 

(i) is or becomes publicly known other than through any act or omission of the receiving party; 

(ix) was in the other party’s lawful possession before the disclosure; or 

(x) is lawfully disclosed to the receiving party by a third party without restriction on disclosure. 

5.1.2 Subject to clause 5.1.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of these Terms of Use, being permitted to disclose the Confidential Information it receives only to its Representatives. 

5.1.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its Representatives in violation of the terms of these Terms of Use. 

5.1.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other party in relation to the content of such disclosure. 

5.1.5 You acknowledge that details of the Service, and the results of any performance tests of the Service, constitute Our Confidential Information. 

5.1.6 We acknowledge that Your Personal Data is Your Confidential Information. 

5.2 Privacy 

5.2.1 Kinexio maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at https://home.mytag.io/privacy-policy/ and You will be taken to have accepted that policy when You accept these Terms. 

5.3 Obligations under the General Data Protection Regulations (GDPR) 

5.3.1 The parties acknowledge that You are the Data Controller in respect of Your Personal Data and We shall process such Personal Data as its Data Processor. 

5.3.2 The parties will comply with all applicable requirements of the GDPR. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the GDPR. 

5.3.3 Without prejudice to the generality of clause 5.3.2, You will ensure that You have all necessary appropriate consents and notices in place to enable lawful transfer of Your Personal Data to Us for the duration and purposes of these Terms of Use. In the event that a Data Subject withdraws such consent, You shall immediately notify Us in writing. 

5.3.4 You shall in respect of all Your Personal Data: 

(i) ensure that Your Personal Data is kept secure and take appropriate technical and organisational measures to prevent unlawful disclosure, unauthorised processing of or accidental loss, destruction, damage or alteration to Your Personal Data; 

(ii) ensure that any breaches of Your Personal Data are promptly notified to the relevant supervisory authority; 

(iii) ensure that any breaches of Your Personal Data are promptly made aware to the compromised data subjects; and 

iv) carry out data protection impact assessments in accordance with Article 35 GDPR and consult the relevant supervisory authority should the assessment indicate an unmitigated high risk to the processing. 

5.3.5 We shall in respect of all Your Personal Data: 

(i) only process Your Personal Data in accordance with these Terms of Use (unless required to do so by applicable law); 

(ii) ensure that Our personnel required to access Your Personal Data are subject to enforceable duties of confidence in respect of Your Personal Data; 

(iii) notify You promptly upon receipt of any Data Subject Request relating to Your Personal Data and provide all required assistance to You in relation to each such Data Subject Request; 

(iv) not authorise a third-party subcontractor to process Your Personal Data unless We obtain Your written consent to such subcontracting and provided that the subcontractor provides substantially equivalent safeguards for Your Personal Data and includes terms that allow You to exercise Your rights under this clause 5.3 without restriction. If any such third-party subcontractor is employed, We remain liable to You for any non-compliance with GDPR of the third-party subcontractor; 

(v) shall ensure that Your Personal Data is kept secure and shall take appropriate technical and organisational measures to prevent unlawful disclosure, unauthorised processing of or accidental loss, destruction, damage or alteration to Your Personal Data and in the context of these Terms of Use only (or as required by the GDPR) We shall act reasonably to assist You in complying with Your security obligations under the GDPR; 

(vi) shall act reasonably to assist You in complying with Your obligations under clause 5.3.4; 

(vii) make available to You all information necessary to demonstrate compliance with the obligations under this clause 5.3; 

(viii) not process Your Personal Data outside the European Economic Area without Your prior written consent and in accordance with Your instructions. 

5.3.6 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Personal Data. 

6. General

6.1 General 

6.1.1. Title to, and all Intellectual Property Rights in the Service, System, Software and any Documents belong to and remain the property of Kinexio (or its relevant licensors as the case may be). Any Intellectual Property Rights that may arise in feedback, changes, updates, or modifications including any created in connection with the use or customisation of the System by whatever means (“Feedback”) shall vest exclusively in Kinexio. 

6.1.2 To the extent You acquire any Intellectual Property Rights, or such Intellectual Property Rights vest automatically by operation of law with You, in the Service, System, Software or Documents or in any Feedback, You hereby assign to Kinexio all existing (or shall procure the assignment of) all Intellectual Property Rights in the Service, System, Software, Documents or Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Kinexio, and in the case of Feedback, at the time such Feedback is first provided to Kinexio. You shall execute all such documents and do such things as We may consider necessary to give effect to this clause 6.  

6.1.3 You acknowledge that rights in the Service, System, Software and Documents are licensed (not sold) to you, and that you have no rights in, or to, the Service, System, Software or the Documents other than the right to use them in accordance with the terms of these Terms of Use. 

6.1.4 You acknowledge that you have no right to have access to the Software in source code form. 

6.2 Ownership and Use of Data 

6.2.1 Title to, and all Intellectual Property Rights in the Data remain Your property and You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Data. However, Your access to the Data is contingent on full payment of the Fees when due.  

6.2.2 You grant Kinexio a licence to import, use, store, and back-up Your information and Data for the purposes of enabling You to access and use the Service and for any other purpose related to provision of the Service to You. 

7 Warranties

7.1 We warrant that We own or are authorised to licence all Intellectual Property Rights in the Service. 

7.2 We shall perform the Service in accordance with these Terms of Use and with all reasonable skill and care but do not warrant that the Service or System will be uninterrupted or error-free, and if You notify Us that We have failed to perform any part of the Service in breach of Our obligations hereunder We will either (at Our option) re-execute the relevant part of the Service free of charge up to the amount of the Fees received by Us for the provision of such Service or repay or re-credit to You that part of the Fees paid by You relating to the relevant part of the Service in accordance with these Terms of Use. This clause sets out Your sole and exclusive remedy in the event of such failure. 

7.3 The remedy in clause 7.2 shall not apply and We shall not be liable under or in connection with these Terms of Use (whether for breach of these Terms of Use or otherwise) in relation to any defect or other problem with or in relation to the Service and/or System attributable to:  

7.3.1 the use or operation of the Software and/or System otherwise than in accordance with normal and authorised operating instructions and procedures; 

7.3.2 the System being used other than in accordance with normal good industry practice; 

7.3.3 the incorrect setting up of Your requirements on the System by You or Your authorised representatives; 

7.3.4 abnormal or incorrect operating conditions (including interruption of or abnormality in the electricity supply, public telephone services, computer networks and the Internet); 

7.3.5 Your failure to comply with any of Your obligations; or 

7.3.6 any other act or omission (whether accidental or deliberate) or other cause outside of the control of Kinexio. 

8. Limitation of liabilities

8.1 You acknowledge that the Service, System or Software have not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements. 

8.2 Except in respect of the following types of liability, for which We do not limit Our liability: 

8.2.1 injury to or death of any person caused by negligence;  

8.2.2 any liability for fraud or fraudulent misrepresentation; or 

8.2.3 any liability that cannot be limited or excluded by law, 

Our total aggregate liability to You under these Terms of Use (whether for breach of contract, in negligence or any other tort, under statute or otherwise) in respect of each event or series of connected events, shall be limited to the Fees paid by You for the three months preceding the event giving rise to the claim. 

8.3 We shall not be liable to You for any indirect, special or consequential loss, damage, cost or expense of any kind whatever and howsoever caused whether arising from tort (including negligence), breach of contract or howsoever. 

8.4 We shall not in any circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms of Use for: (a) loss of profits, sales, business, or revenue; (b) business interruption; (c) loss of anticipated savings; (d) loss or corruption of data or information; (e) loss of business opportunity, goodwill or reputation; where any of the losses set out in this paragraph are direct or indirect. 

8.5 These Terms of Use sets out the full extent of our obligations and liabilities in respect of the supply of the Service, Software and Documents. Except as expressly and specifically provided in these Terms of Use: (a) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms of Use; and (b) the Services, Software and the Documentation are provided to You on an “as is” basis. 

9 Force majeaure

9.1 Neither You nor We shall be liable to the other party for any delay in or failure to perform their respective obligations (other than for payment of Fees) as a result of any cause beyond its reasonable control, including but not limited to acts of God, fire, flood, lightning, war, revolution, act of terrorism, strikes, lock-outs or other industrial action (in the case of Kinexio, whether of the party’s own employees or others) or any industrial dispute provided that if any such delay or failure subsists for a period exceeding 60 days then either You or We may terminate these Terms of Use immediately by giving notice to the other party. Any termination under this clause shall not cause either party to be liable to the other in respect of such termination. 

10, Customer’s Obligations

10.1 Without prejudice to any other of Kinexio’s rights or remedies available to it and without liability to You, We may suspend Your access to the Service and/or System or any part of them immediately if You are in material breach of any of Your obligations under these Terms of Use. 

10.2 We may suspend access to the Service and/or System or any part of them as may be reasonably necessary from time to time in order to:  

10.2.1 carry out maintenance or upgrade work;  

10.2.2 in the event of any actual or suspected security breach; and/or 

10.2.3 in the event of any other emergency.  

10.3 Kinexio shall use reasonable endeavours to provide You with as much notice of any suspension pursuant to clause 10.2 as is possible in the circumstances and to undertake any planned maintenance or upgrade work outside of typical working hours. 

10.4 Kinexio shall be entitled from time to time without requiring Your consent to introduce new functionality and/or make changes to the System or Software. 

11. Term & Termination

11.1 These Terms of Use shall start on the date they are accepted by You and shall remain in force for one year (the “Initial Term”), after which it shall renew automatically for successive one-year periods (each a “Renewal Term”), unless written notice is given by one party to the other party of its intention not to renew these Terms of Use at least 30 days’ before the expiry of the Initial Term or any subsequent Renewal Term. Such notice shall expire on the anniversary date of the Initial Term or any subsequent Renewal Term, as applicable. 

11.2 We may suspend or terminate your access to the Service, System and Software in response to or in compliance with any law, statute, legislation, order, regulation or guidance issued by the government, a court of law, an emergency service or any other competent regulatory authority or if the security processes set up to protect the Services are breached in any way. 

11.3 Either You or We may terminate these Terms of Use immediately on notice if: 

11.3.1 the other commits any material breach of these Terms of Use and such breach (where capable of remedy) is not remedied to the non-defaulting party’s reasonable satisfaction within 14 days of written notice specifying the breach and requiring its remedy; or 

11.3.2 in respect of the other a resolution is passed or an order is made for winding up (save for the purpose of a bona fide reconstruction or amalgamation); or 

11.3.3 in respect of the other an administration order is made, or a receiver or administrative receiver is appointed over any of its property assets; or 

11.3.4 the other is dissolved or is insolvent or would be taken to be insolvent under Section 123 of the Insolvency Act 1986. 

11.4 On termination or expiry of these Terms of Use for any reason: 

11.4.1 We will terminate Your access to Our System and Software; 

11.4.2 all rights granted to You under these Terms of Use shall cease; 

11.4.3 You must immediately cease all activities authorised by these Terms of Use; 

11.4.4 You must promptly return (or at Kinexio’s choice destroy) Kinexio’s Confidential Information;  

11.4.5 We shall destroy any of Your Personal Data in Our possession or control unless applicable laws require the continued storage of Your Personal Data. If You require the return of Your Personal Data You must download it from the System prior to termination; and   

1.1.1You must immediately pay to Kinexio without the need for demand any sums due or accrued to Kinexio from You under these Terms of Use (including any Fee) which are unpaid;  

1.1.2 the following clauses of these Terms of Use shall survive and continue in full force and effect: 1, 4, 5, 8, 11 and 20.  

11.5 On termination by Us in accordance with clause 11.3.1, You must immediately pay all sums due to Kinexio which are unpaid and any Fees that would have become due to Kinexio during the remainder of the Term.   

11.6 Termination of these Terms of Use will not affect any accrued rights or liabilities. 

11.7 Termination is without prejudice to any antecedent breach or to any continuing obligation. 

12. Help Desk

12.1 Technical Problems: 

In case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting Kinexio. If You still need technical help, please check the support provided online by Kinexio on the Website or failing that please email us at help@Kinexio.io. 

13 Assignment

13.1 You and We are the only parties to these Terms of Use. Nothing in these Terms of Use is intended to give any person any right to enforce any term of these Terms of Use. 

14 Assignment

14.1 You shall not assign or transfer or purport to assign or transfer these Terms of Use or any of Your rights and obligations under it, whether in whole or in part, without obtaining Our prior consent in writing. 

14.2 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under these Terms of Use, and shall give prior written notice of such dealing to You.  

15 General

15.1 If any provision of these Terms of Use is found to be illegal or unenforceable by any court of competent jurisdiction then that provision shall be deemed to be deleted, but without affecting the remaining provisions. 

16. Entire Agreement 

16.1 These Terms of Use, together with the Kinexio Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, constitute the entire agreement between You and Kinexio. 

16.2 Each party acknowledges that in entering into these Terms of Use it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms of Use. 

16.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms of Use. 

17. Agency 

17.1 Nothing in these Terms of Use constitutes a partnership between the parties and neither party is deemed to be the agent of the other for any purpose whatsoever. Neither party has the power or authority to bind the other or to contract in the name of the other party. 

18. Waiver 

18.1 Failure by either party to exercise or enforce any rights available to that party or the giving of any forbearance, delay or indulgence is not to be construed as a waiver of that party’s rights under these Terms of Use. If We do waive a default by You, We will only do so in writing, and that will not mean that We will automatically waive any later default by You. 

19. Notices 

19.1 Subject to the rest of this clause 19, any notice given under these Terms of Use by either party to the other must be in writing by email and will be deemed to have been given on sending. Notices to Kinexio must be sent to help@ Kinexio.io or to any other email address notified by email to You by Kinexio. Notices to You will be sent to the email address for serving of notice which You provided when setting up Your access to the Service.  

20. Governing Law & Jurisdiction  

20.1 These Terms of Use and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.  

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