Karavelo

Terms and Conditions

Interpretation

Interpretation
1. The definitions and rules of interpretation in this clause apply in this agreement.
  
  Accountant: a provider of the Accountancy Services.
  
  Accountancy Services: the accountancy services set out in clause 4.
  
  Authorised Users: those employees, sub-contractors and clients of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2.3.
  
  KARAVELO LTD: KARAVELO LTD of 21 Linus Grove, Peterboroough, PE2 8FX, with company number 11531287.
  
  Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  
  Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.6 or clause 12.7.
  
  Customer: means the legal entity or individual that has ordered any Services from Karavelo.
  
  Customer Data: the data inputted by the Customer, Authorised Users, or Karavelo on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services
  
  Data Protection Legislation: (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
  
  Documentation: any updates or video tutorials or other documentation or information made available to the Customer by Karavelo from time to time.
  
  Effective Date: the date of this agreement.
  
  Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
  
  Renewal Period: the period described in clause 15.1.
  
  Services: the subscription services provided by Karavelo to the Customer under this agreement via [https://karavelo.com] or any other website notified to the Customer by Karavelo from time to time.
  
  Software: the online software applications provided by Karavelo as part of the Services.
  
  Subscription Fees: the subscription fees payable by the Customer to Karavelo as set out via [https://karavelo.com/subscriptions], until otherwise notified by email to the email address registered to the Customer’s account).
  
  Subscription Term: has the meaning given in clause 15.1 .
  
  Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
2. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
9. A reference to writing or written includes faxes but not e-mail.
10. References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
Licence
1. Subject to the restrictions set out in this clause 2 and the other terms and conditions of this agreement, Karavelo hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2. In relation to the Authorised Users, the Customer undertakes that:
  1. it will not allow or suffer any logon details to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
  2. each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential;
  3. it shall maintain a written, up to date list of current Authorised Users and provide such list to Karavelo within 5 Business Days of Karavelo's written request at any time or times;
  4. it shall be responsible for ensuring that the Authorised Users are granted access to the appropriate functions;
  5. it shall permit Karavelo to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at Karavelo's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business; and
  6. if any of the audits referred to in clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Karavelo's other rights, the Customer shall promptly disable such passwords and Karavelo shall not issue any new passwords to any such individual.
3. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. facilitates illegal activity;
  3. depicts sexually explicit images;
  4. promotes unlawful violence;
  5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  6. is otherwise illegal or causes damage or injury to any person or property;
    and Karavelo reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
4. The Customer shall not:
  1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
    1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
    2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
  2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
  3. subject to clause 23.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
  4. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
  5. harvest, collect, or gather information or data regarding other users without their consent unless permitted by applicable law; or
  6. use the Services to send unsolicited or unauthorised advertising, junk mail, or spam.
5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Karavelo.
6. The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
Services
1. Karavelo shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
2. Karavelo shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
  1. technical support is available 10am-5pm Monday to Friday UK time, excluding public holidays;
  2. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
  3. unscheduled maintenance performed outside Normal Business Hours, provided that Karavelo has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.
3. Karavelo will, as part of the Services and at no additional cost to the Customer, provide the Customer with Karavelo's standard customer support services during Normal Business Hours in accordance with Karavelo's Support Services Policy in effect at the time that the Services are provided. Karavelo may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at Karavelo's then current rates.
Accountancy Services
1. The Customer may elect to receive the Accountancy Services.
2. The Accountancy Services are provided by an independent third party provider and as such Karavelo is not responsible for any act or omission of the Accountant in the provision, or non-provision of such services.
3. Karavelo’s sole responsibility in respect of the Accountancy Services is:
  1. the provision of access by the Customer and the Accountant to the Software in accordance with the terms of this agreement; and
  2. facilitation of the payment in respect of the Accountancy Servcies between the Customer and the Accountant.
Customer Data
1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
2. Karavelo shall endeavour to back-up its system twice a day or as specified by Karavelo in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Karavelo to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Karavelo. Karavelo shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
3. Karavelo shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at [https://karavelo.com/privacypolicy] or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by Karavelo in its sole discretion.
Data Protection
1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and Karavelo is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
3. Karavelo shall only uses any Personal Data collected through the use of the Services in the ways set out in Karavelo’s Privacy Policy. The Customer agrees that Karavelo may collect and use technical information about the devices you use the Services on and related software, hardware and peripherals to improve the products and to provide any Services to you.
4. Without prejudice to the generality of clause 6.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Karavelo for the duration and purposes of this agreement.
5. Without prejudice to the generality of clause 6.1, Karavelo shall, in relation to any Personal Data processed in connection with the performance by Karavelo of its obligations under this agreement:
  1. process that Personal Data only on the written instructions of the Customer unless Karavelo is required by the laws of any member of the European Union or by the laws of the European Union applicable to Karavelo to process Personal Data (Applicable Laws). Where Karavelo is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Karavelo shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Karavelo from so notifying the Customer;
  2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
  3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
  4. not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
    1. the Customer or Karavelo has provided appropriate safeguards in relation to the transfer;
    2. he data subject has enforceable rights and effective legal remedies; Karavelo complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
    3. Karavelo complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
  5. assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  6. notify the Customer without undue delay on becoming aware of a Personal Data breach;
  7. at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
  8. maintain complete and accurate records and information to demonstrate its compliance with this clause 6.
6. The Customer consents to Karavelo appointing an Accountant as a third-party processor of Personal Data under this agreement. Karavelo confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 6. As between the Customer and Karavelo, Karavelo shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 6.
7. Either party may, at any time on not less than 30 days’ notice, revise this clause 6 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
Supplier's Obligations
1. Karavelo undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
2. The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Karavelo's instructions, or modification or alteration of the Services by any party other than Karavelo or Karavelo's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, Karavelo:
  1. does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
  2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3. This agreement shall not prevent Karavelo from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
4. Karavelo warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
Customer's Obligations
1. The Customer shall:
  1. provide Karavelo with:
    1. all necessary co-operation in relation to this agreement; and
    2. all necessary access to such information as may be required by Karavelo;
    3. in order to provide the Services, including but not limited to Customer Data;
  2. comply with all applicable laws and regulations with respect to its activities under this agreement;
  3. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Karavelo may adjust any agreed timetable or delivery schedule as reasonably necessary;
  4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
  5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Karavelo, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
  6. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Karavelo's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
Free Trial
1. The Customer is granted a 14 day free trial, commencing on the Effective Date.
2. At the end of the 14 day free trial, this agreement shall automatically roll into a paid-for ongoing subscription with a recurring monthly Subscription Fee.
3. If the Customer wishes to prevent this, the Customer may terminate the Agreement prior to the end of the free 14 day trail period. If the Customer does terminate the agreement, the Customer can continue to use the free trial until the 14 day period ends.
Charges and Payment
1. If the Customer wishes to continue to use or access the Services after the free trial specified in clause 9, the Customer shall pay the Subscription Fees to Karavelo in accordance with this clause 10.
2. The Customer shall on or before the last day of the free trial specified in clause 9 provide to Karavelo valid, up-to-date and complete credit card details and any other relevant valid, up-to-date and complete contact and billing details and, the Customer hereby authorises Karavelo to bill such credit card for the Subscription Fees on a monthly basis. If Karavelo has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Karavelo:
  1. Karavelo may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Karavelo shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
  2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Karavelo's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
3. All amounts and fees stated or referred to in this agreement:
  1. shall be payable in pounds sterling;
  2. are, subject to clause 14.3.2, non-cancellable and non-refundable;
  3. are exclusive of value added tax, which shall be added to Karavelo's invoice(s) at the appropriate rate.
4. Karavelo shall be entitled to increase the Subscription Fees, the support fees payable pursuant to clause 3.3 from time to time. Any such increase shall take effect from the month following such notification..
Proprietary Rights
1. The Customer acknowledges and agrees that Karavelo and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
2. Karavelo confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
Confidentiality
1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
  1. is or becomes publicly known other than through any act or omission of the receiving party;
  2. was in the other party's lawful possession before the disclosure;
  3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
  4. is independently developed by the receiving party, which independent development can be shown by written evidence.
2. Subject to clause 12.4, 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 this agreement.
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 employees or agents in violation of the terms of this agreement.
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 12.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
5. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
6. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Karavelo's Confidential Information.
7. Karavelo acknowledges that the Customer Data is the Confidential Information of the Customer.
8. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
9. The above provisions of this clause 12 shall survive termination of this agreement, however arising.
Indemnity
1. The Customer shall defend, indemnify and hold harmless Karavelo against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:
  1. the Customer is given prompt notice of any such claim;
  2. Karavelo provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
  3. the Customer is given sole authority to defend or settle the claim.
2. Karavelo shall defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
  1. Karavelo is given prompt notice of any such claim;
  2. the Customer provides reasonable co-operation to Karavelo in the defence and settlement of such claim, at Karavelo's expense; and
  3. Karavelo is given sole authority to defend or settle the claim.
3. In the defence or settlement of any claim, Karavelo may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
4. In no event shall Karavelo, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
  1. a modification of the Services or Documentation by anyone other than Karavelo; or
  2. the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Karavelo; or
  3. the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Karavelo or any appropriate authority.
5. The foregoing and clause 14.3.2 states the Customer's sole and exclusive rights and remedies, and Karavelo's (including Karavelo's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
Limitation of Liability
1. Except as expressly and specifically provided in this agreement:
  1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Karavelo shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Karavelo by the Customer in connection with the Services, or any actions taken by Karavelo at the Customer's direction;
  2. 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 this agreement; and
  3. the Services and the Documentation are provided to the Customer on an "as is" basis.
2. Nothing in this agreement excludes the liability of Karavelo:
  1. for death or personal injury caused by Karavelo's negligence; or
  2. for fraud or fraudulent misrepresentation.
3. Subject to clause 14.1 and clause 14.2:
  1. Karavelo shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
  2. Karavelo's total aggregate liability in contract (including in respect of the indemnity at clause 13.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose .
Term and Termination
1. This agreement shall, unless otherwise terminated as provided in this clause 15 or at the end of the free trial specified in clause 9, commence on the Effective Date and shall continue for rolling monthly periods (each a Renewal Period), unless:
  1. either party notifies the other party of termination at any time, in writing, with at least 30 days notice; or
  2. otherwise terminated in accordance with the provisions of this agreement.
2. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
  1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
  2. the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
  3. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
  4. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
  5. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  6. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  7. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
  8. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
  9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
  10. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
  11. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2.4 to clause 15.2.10 (inclusive);
  12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
3. On termination of this agreement for any reason:
  1. all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
  2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
  3. Karavelo may destroy or otherwise dispose of any of the Customer Data in its possession unless Karavelo receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Karavelo shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Karavelo in returning or disposing of Customer Data; and
  4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
Force Majeure
1. Karavelo shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Karavelo or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
Conflict
1. If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
Variation
1. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Wavier
1. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and Remedies
1. Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance
1. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
Entire Agreement
1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party acknowledges that in entering into this agreement 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 this agreement.
3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
4. Nothing in this clause shall limit or exclude any liability for fraud.
Assignment
1. The Customer shall not, without the prior written consent of Karavelo, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
2. Karavelo may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
No Partnership or Agency
1. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third Party Rights
1. This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Notices
1. Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes.
2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
3. Notice to terminate the agreement may be sent via email.
Governing Law
1. This agreement 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.
Jurisdiction
1. 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 this agreement or its subject matter or formation (including non-contractual disputes or claims).

Subscription Fees

Contractors Module	Per Active Contractor per Month
Minimum fee:	£50.00
Per active contractor	£2.00

Vehicles Module	Per Active Vehicle per Month
Per active vehicle	£3.50

Workforce Module	Per Active User per Month
per active Workforce	£2.00

Document Signing	Per sent document
Monthly subscription	£10.00
	+
1-10	£1.00 per document
11-50	£0.80 per document
>50	£0.50 per document

Fees for Additional Packages

Package	Price
50GB Storage	£5.00
Additional features on demand	Contact Us
Setup Week	£199.00

Services
1. Customer receive his own allocated domain to use the software – my.karavelo.com
2. Customer is able to organise his contractors and employees in different groups based on branches, building, etc.
3. Customer can create personal payment types based on their company requirements and the requirements of their contractors.
4. Customer can enter and keep track on their fleet and all vehicles used in the business. The can log new damages, tickets and repairs for each vehicle.
5. Customer can assign vehicles to employees and contractors.
6. The system generates automatic invoices from all contractors for the Customer. This are based on the provided work during the week entered in the system from the customer or his supervisors and managers. The used payment types should be discussed between the customer and every subcontractor prior to the start of provided work.
7. If you have Self Employed Contractors you can take advantage from our Third Party Accountant Package. Working with Magna Outsourcing LTD in partnership with Eminence Finance Ltd. The service cost £15 per invoice for Self Employed Contractors and includes:
  - Tax return filing and bookkeeping for the financial year,
  - UTR registration if not registered;
  - If you use the option for 12 consecutive months, it will also include producing of the self employed contractor tax return for the year.
    Registered for FLAT RATE VAT.
8. If you are Limited Company you can take advantage from our Third Party Accountant Package for Limited Companies. This package will cost you £600 one-time price for the whole year and again is provided from our partners Magna Outsourcing LTD working in partnership with Eminence Finance Ltd. The Third Party Accountant Package for Limited Companies include:
  - Company Incorporation
  - Monthly Pay Roll
  - Registration for Cooperation Tax
  - Full Accounts Filing to HMRC and Companies House
  - Dividends Certificate;
  - Director Tax Return*
  - Registered for FLAT RATE VAT**
    *Director tax return is provided if the director only works for the company he is director. If there is other self employed work done it will need to have an additional charge of £100.
    
    ** Flat Rate VAT is registered only to companies with working director.
9. Customer can buy additional packages provided from the company to upgrade the software and personalise the experience when using the software.