Kademi's SaaS Terms of Service

What you need to know when using Kademi's software.

 

1. APPLICATION OF TERMS

1.1. These Terms apply to your use of the Service (as that term is defined below).  By accessing and using the Service:

1.1.1. you agree to these Terms; and

1.1.2. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

1.2. You must be 18 years of age or older to use the Service.

1.3. If you do not agree to these Terms, or if you are under 18 years of age, you are not authorised to access and use the Service, and you must immediately stop doing so.

1.4. If the processing of Data (as defined below) is governed by the GDPR (as defined below) the additional terms in the Data Processing Addendum located at https://www.kademi.co/dpa/ forms part of these Terms.

2. CHANGES

2.1. We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website.  Unless stated otherwise, any change takes effect from the date set out in the notice.  You are responsible for ensuring you are familiar with the latest Terms.  By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.

2.2. These Terms were last updated on 20th January 2023.

3. INTERPRETATION

In these Terms:

Account” means a single tenanted account that gives you access to the Service.

Analytical Data” means aggregated, anonymized statistical and analytical data that supports certain product features and functionality with the Service, for example, machine learning, or statistical account usage.

Confidential Information” means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service.  Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Kademi Software.  Your Confidential Information includes the Data.

"Consulting Services" means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.

Data” means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service.

"End Users" means the individuals, customers, affiliates and partners who access a Solution or receive communications from you using the Service.

Fees” means the applicable fees set out on our pricing page on the Website at https://www.kademi.co/pricing or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 7.7.

Force Majeure” means an event that is beyond the reasonable control of a party, excluding:

▲ an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or

▲ a lack of funds for any reason.

GDPR” means the General Data Protection Regulation of the European Union and the equivalent laws of the United Kingdom.

including and similar words do not imply any limit.

Initial Term” means the initial term of your subscription to the applicable Service as specified on your Order Form.

Intellectual Property Rights” includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity.  Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

Kademi Software” means the software owned by us (and our licensors) that is used to provide the Service.

Objectionable” includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

Order” or “Order Form” means the Kademi-approved form or online subscription process which references these Terms and by which you agree to subscribe to the Service or purchase Consulting Services. 

a “party” includes that party’s permitted assigns.

a “person” includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

personal information” means information about an identifiable, living person.

personnel” includes officers, employees, contractors and agents, but a reference to your personnel does not include us.

Sales Tax” means sales tax, goods and services tax, value added tax or equivalent tax payable under any applicable law.

Service” means the service having the core functionality described on the Website, as the Website is updated from time to time, or otherwise notified to you.

Solution” means a website, portal or other solution you build using the Service.

Start Date” means the earlier of the date that you set up an account or the date that you first access or use the Service.  

Subscription Term” means the Initial Term and each subsequent renewal term (if any). 

Terms” means these terms titled SaaS terms of use.

Underlying Systems” means the Kademi Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.

Users” means your employees, representatives, consultants, contractors, customers, partners, affiliates, or agents who are authorized to use the Service for your benefit and have unique user identifications for the Service.

We”, “us” or “our” means Kademi Limited, company number 5259983.

Website” means the internet site at https://www.kademi.co, https://docs.kademi.co, or such other site notified to you by us.

Year” means a 12-month period starting on the Start Date or the anniversary of that date.

You” or “your” means you or, if clause 1.1.1 applies, both you and the other person on whose behalf you are acting.

Words in the singular include the plural and vice versa.

A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

4. PROVISION OF THE SERVICE

4.1. We must use reasonable efforts to provide the Service:

4.1.1. in accordance with these Terms and New Zealand law;

4.1.2. exercising reasonable care, skill and diligence; and

4.1.3. using suitably skilled, experienced and qualified personnel.

4.2. Our provision of the Service to you is non-exclusive.  Nothing in these Terms prevents us from providing the Service to any other person.

4.3. Subject to clause 4.4, we will use commercially reasonable efforts to meet a Service Uptime of 99.95% for the Service.  However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure.  We must use reasonable efforts to publish on the Website or notify you by email advance details of any unavailability.  In this clause:

4.3.1. “Service Uptime” means (total time in calendar month - duration of Excluded Events over the calendar month - duration of Downtime over the calendar month) / (total hours in calendar month - duration of Excluded Events over the calendar month) x 100%;

4.3.2. “Excluded Events” means unavailability of the Service that is due to: 

4.3.2.1. any breach of the Terms by you;

4.3.2.2. outages, bugs, defects, errors, failures or vulnerabilities in your or third party systems, except to the extent caused or contributed to by us;

4.3.2.3. outages, bugs, defects, errors, failures or vulnerabilities arising from use of the Service by you or your Users or End Users in a manner contrary to the reasonable instructions or restrictions notified to you;

4.3.2.4. factors outside of our reasonable control, including any Force Majeure event, Internet access, problems beyond the demarcation point of the Service (the demarcation point for the Service is our hosting environment) or outages of, or issues caused by, third party cloud service providers used by us, except to the extent caused or contributed to by us; or

4.3.2.5. our suspension or termination of your or your Users’ right to use the Service in accordance with these Terms; and

4.3.3. “Downtime” means the time during which the Service is unavailable for access and use.

4.4. Through the use of web services and APIs, the Service interoperates with a range of third party service features.  We do not make any warranty or representation on the availability of those features.  Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you.  To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

5. YOUR OBLIGATIONS

5.1. You and your Users must:

5.1.1. use the Service in accordance with these Terms solely for:

5.1.1.1. your own internal business purposes; and  

5.1.1.2. lawful purposes; and

5.1.2. not resell or make available the Service to any third party, or otherwise commercially exploit the Service.

5.2. When accessing the Service, you and your Users must:

5.2.1. not impersonate another person or misrepresent authorisation to act on behalf of others or us;

5.2.2. correctly identify the sender of all electronic transmissions;

5.2.3. not attempt to undermine the security or integrity of the Underlying Systems; 

5.2.4. not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;

5.2.5. not attempt to view, access or copy any material or data other than:

5.2.5.1. that which you are authorised to access; and

5.2.5.2. to the extent necessary for you to use the Service in accordance with these Terms; and

5.2.6. neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.

5.3. You are responsible for the creation and operation of your Solution, and its Data, and anything else you input into the Solution, regulatory compliance, alleged or actual violation of applicable laws, or your breach of these Terms of Service. You represent and warrant that your Solution, your Data, and services you use through the Service will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, we will not be the owner of the Solution you build on the Service and will have no responsibility for your Solution you operate through the Service.

5.4. Without limiting clause 5.2, no individual other than your Users may access or use the Service.  You may authorise any member of your personnel to be a User, in which case you must create a user account with the User’s name and other information that we reasonably require in relation to the User.  You must procure each User’s compliance with clauses 5.1 and 5.2 and any other reasonable condition notified by us to you. 

5.5. You are responsible for making sure your End Users:

5.5.1. do not attempt to undermine the security or integrity of the Underlying Systems

5.5.2. do not use, or misuse, the Solution in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;

5.5.3. neither use the Solution in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.

5.6. You must use a working email address when you access the Service.  You acknowledge that the email address you use to create an account or access the Service with or that you otherwise notify to us from time to time will be used as your primary method for communication with us (“Primary Email Address”). You must monitor your Primary Email Address which must be capable of both sending and receiving messages. It is your responsibility to ensure emails sent by us to you do not land in your spam folder. 

5.7. You, your Users and your End Users are responsible for keeping your and their passwords secure. We will not be liable for any loss or damage from your or their failure to maintain the security of your or their Account and password.

5.8. A breach of any of these Terms by your Users or your End Users is deemed to be a breach of these Terms by you.

5.9. You are responsible for procuring all licences, authorisations and consents required for you, and your Users, to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service. 

5.10. At your own risk and sole responsibility, you may customise the Service by creating a customised application, editing application template code, or through an application programming interface or OAuth mechanism.  In doing so, you agree that: 

5.10.1. you must follow security best practices;

5.10.2. we are not required to provide support for your customisation; and

5.10.3. WE GIVE NO WARRANTIES TO YOU AND HAVE NO LIABILITY TO YOU FOR YOUR ACCESS TO AND CUSTOMIZATION OF THE SERVICE.

6. DATA 

6.1. You acknowledge that:

6.1.1. we may require access to the Data to exercise our rights and perform our obligations under these Terms; and

6.1.2. to the extent that this is necessary but subject to clause 9, we may authorise a member or members of our personnel to access the Data for this purpose. 

6.2. You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 6.1.

6.3. You acknowledge and agree that:

6.3.1. we may:

6.3.1.1. use Data and information about your, your Users’, and End Users’ use of the Services to generate Analytical Data; and

6.3.1.2. use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and

6.3.1.3. supply Analytical Data to third parties, for example, machine learning services;

6.3.2. our rights under clause 6.3.1.2. and 6.3.1.3. above will survive termination of expiry of these Terms; and 

6.3.3. title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

6.4. You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of the Privacy Act 2020 and as the data processor for the purposes of the GDPR.  If the GDPR applies, the additional terms in the Data Processing Addendum located at https://www.kademi.co/dpa/ also form part of these Terms.  You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms and, if applicable, the Data Processing Addendum.

6.5. While we will take standard industry measures to back up all Data stored using the Service, you agree to keep a separate back-up copy of all Data uploaded by you onto the Service.

6.6. Subject to the Data Processing Addendum, you agree that we may store Data (including any personal information) in secure servers in Australia, the United States and the European Union and may access that Data (including any personal information) in Australia, the United States, the European Union and New Zealand from time to time.  

6.7. YOU INDEMNIFY US AGAINST ANY LIABILITY, CLAIM, PROCEEDING, COST, EXPENSE (INCLUDING THE ACTUAL LEGAL FEES CHARGED BY OUR SOLICITORS) AND LOSS OF ANY KIND ARISING FROM ANY ACTUAL OR ALLEGED CLAIM BY A THIRD PARTY THAT ANY DATA INFRINGES THE RIGHTS OF THAT THIRD PARTY (INCLUDING INTELLECTUAL PROPERTY RIGHTS AND PRIVACY RIGHTS) OR THAT THE DATA IS OBJECTIONABLE, INCORRECT OR MISLEADING.

7. FEES

7.1. You must pay us the Fees, which are non-refundable.  

7.2. We will provide you with invoices on a monthly basis prior to the due date for payment.  

7.3. All Fees are exclusive of Sales Tax. You agree to pay any Sales Tax applicable to your use of the Service and other Consulting Services, subject to us providing you with a valid Sales Tax invoice.

7.4. The Subscription Fee will remain fixed for the Initial Term unless (i) you exceed your maximum profiles, email send limit, or any other applicable limits, or (ii) you subscribe to additional features or products.

7.5. If you exceed your maximum profiles, email send limit, or any other applicable limits, or you subscribe to additional features or products, we may charge you the applicable Fees for those exceeded limits or additional features or products.

7.6. You must pay the Fees:

7.6.1. on a monthly basis in advance, unless you have selected, and the parties have agreed, a different subscription period, in which case the Fees will be payable in advance of that subscription period; and

7.6.2. electronically in cleared funds without any set off or deduction.

7.7. Upon renewal of your Subscription Term, we may increase your Fees to our then-current list price set out in our pricing sheet by giving 30 days’ notice to you.  If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Service in accordance with clause 12.1.1.  If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have accepted the increased Fees.  

8. INTELLECTUAL PROPERTY 

8.1. Subject to clause 8.2, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors’ property).  You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

8.2. Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property.  Subject to the Data Processing Addendum attached to these Terms (if applicable), you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms. 

8.3. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.

8.4. If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together, “feedback”):

8.4.1. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and

8.4.2. we may use or disclose the feedback for any purpose.

8.5. You acknowledge that the Service may link to third party websites, platforms, or services that are connected or relevant to the Service.  Any link from the Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites, platforms or services or their content or operators.  To the maximum extent permitted by law, we exclude all responsibility or liability for those third party websites, platforms, or services.  

8.6. You agree that we may identify you as a user of the Service and identify your Solution on our website and in our marketing and other promotional materials.  

8.7. You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Solution to operate and provide the Service and to perform our obligations and exercise our rights under these Terms. This license will survive any termination of the Terms or your right to access and use the Service solely to the extent that we require the license to exercise any rights or perform any obligations that arose during the Subscription Term.

9. CONFIDENTIALITY

9.1. Each party must, unless it has the prior written consent of the other party:

9.1.1. keep confidential at all times the Confidential Information of the other party; 

9.1.2. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and

9.1.3. disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 9.1.1 and 9.1.2.

9.2. The obligation of confidentiality in clause 9.1 does not apply to any disclosure or use of Confidential Information:

9.2.1. for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;

9.2.2. required by law (including under the rules of any stock exchange);

9.2.3. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;

9.2.4. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or

9.2.5. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.

10. WARRANTIES

10.1. Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.

10.2. To the maximum extent permitted by law:

10.2.1. THE SERVICE IS PROVIDED AS IS AND AS AVAILABLE WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;

10.2.2. all conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under the Part 3 of the Contract and Commercial Law Act 2017) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to the amount set out in clause 11.2; and

10.2.3. without limiting clauses 10.2.1 and 10.2.2, we make no representation concerning the quality of the Service and do not promise that the Service will:

10.2.3.1. meet your requirements or be suitable for a particular purpose, including that the use of the Service will fulfill or meet any regulatory requirements you may be subject to; or  

10.2.3.2. be secure, free of viruses or other harmful code, uninterrupted or error free.

10.3. You agree and represent that you are acquiring the Service, and accepting these Terms, for the purpose of trade.  The parties agree that:

10.3.1. to the maximum extent permissible by law, the Consumer Guarantees Act 1993 and any other applicable consumer protection legislation does not apply to the supply of the Service or these Terms; and

10.3.2. it is fair and reasonable that the parties are bound by this clause 10.3.

10.4. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms.  However, our liability for any breach of that condition or warranty is limited, at our option, to:

10.4.1. supplying the Service again; and/or

10.4.2. paying the costs of having the Service supplied again.

11. LIABILITY

11.1. No liability:  To the maximum extent permitted by law:

11.1.1. you and your Users and End Users access and use the Service and Solution at your risk; and 

11.1.2. we are not liable or responsible to you, any User, any End User or any other person for any claim, damage, loss, liability and cost under or in connection with these Terms, the Service, or your, or your User’s or End Users' access and use of (or inability to access or use) the Service or Solution.  This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.

11.2. MAXIMUM LIABILITY:  TO THE MAXIMUM EXTENT PERMITTED BY LAW AND ONLY TO THE EXTENT CLAUSE 11.1 DOES NOT APPLY, OUR MAXIMUM AGGREGATE LIABILITY  UNDER OR IN CONNECTION WITH THESE TERMS OR RELATING TO THE SERVICE OR CONSULTING SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, MUST NOT IN ANY YEAR EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY YOU UNDER THESE TERMS IN THE PREVIOUS YEAR (WHICH IN THE FIRST YEAR IS DEEMED TO BE THE TOTAL FEES PAID BY YOU FROM THE START DATE TO THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY).

11.3. Neither party is liable to the other under or in connection with these Terms or the Service for any: 

11.3.1. loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or

11.3.2. consequential, indirect, incidental or special damage or loss of any kind.

11.4. Clauses 11.1 and 11.3 do not apply to limit our liability under or in connection with these Terms for:

11.4.1. personal injury or death;

11.4.2. fraud or wilful misconduct; or 

11.4.3. a breach of clause 9.

11.5. Clause 11.3 does not apply to limit your liability:

11.5.1. to pay the Fees;

11.5.2. under the indemnity in clause 6.7; or

11.5.3. for those matters stated in clause 11.4.1 to 11.4.3.

11.6. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.

11.7. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service.

12. TERM, TERMINATION AND SUSPENSION

12.1. Unless terminated under this clause 12, these Terms and your right to access and use the Service starts on the Start Date and continues until:

12.1.1. you terminate these Terms and your right to access and use the Service by providing written notice to us; or

12.1.2. we otherwise terminate these Terms in accordance with these Terms. 

12.2. Subject to clause 7.7, if the subscription you select includes a minimum initial term, the earliest date for termination under clause 12.1 will be the expiry of that initial term.

12.3. Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party:

12.3.1. breaches any material provision of these Terms and the breach is not:

12.3.1.1. remedied within 30 days of the receipt of a notice from the first party requiring it to remedy the breach; or

12.3.1.2. capable of being remedied; or

12.3.2. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

12.4. We may also terminate these Terms by 30 days’ notice in writing to you if: 

12.4.1. we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers; or 

12.4.2. we have suspended your account in accordance with clause 12.11 and you have failed to remedy the reason for that suspension within 30 days. 

12.5. You may terminate these Terms and your right to access and use the Service in accordance with clause 7.7 and 12.1.

12.6. Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.

12.7. On termination of these Terms, you must pay all Fees for the provision of the Service and Consulting Services prior to that termination.

12.8. No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.   

12.9. On termination, we may permanently delete your Data, Confidential Information and any other information relating to your use of or access to the Service.

12.10. It is your responsibility to export and make a copy of any Data stored using the Service on or prior to termination.

12.11. Without limiting any other right or remedy available to us, and without notice to you, we may immediately restrict or suspend your access to and use of the Service if we consider that you, your personnel, Users or End Users have: 

12.11.1. used the Service in a way that violates applicable local, state, federal, or foreign laws or regulations or these Terms; 

12.11.2. failed to pay the Fees in accordance with clause 7;

12.11.3. not accessed your account for 6 months;

12.11.4. undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;

12.11.5. used, or attempted to use, the Service:

12.11.5.1. for improper purposes; or

12.11.5.2. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service; 

12.11.6. transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading;

12.11.7. otherwise breached these Terms; or

12.11.8. or for any other reason, in our sole discretion.

13. GENERAL 

13.1. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

13.2. No person other than you and us has any right to a benefit under, or to enforce, these Terms.

13.3. For us to waive a right under these Terms, that waiver must be in writing and signed by us.

13.4. Subject to clause 6.4, you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us.

13.5. If we need to contact you, we may do so by email or by posting a notice on the Website.  You agree that this satisfies all legal requirements in relation to written communications.  You may give notice to us under or in connection with these Terms by emailing your Customer Success Manager, or using the form https://www.kademi.co/getintouch/contact.

13.6. These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of New Zealand.  Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Service.

13.7. Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 6.7, 8, 9, 11, 12.6 to 12.9 and 13.6, continue in force.   

13.8. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity.  If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms.  The remainder of these Terms will be binding on you.

13.9. Subject to clauses 2.1 and 7.7, any variation to these Terms must be in writing and signed by both parties.

13.10. These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date.  The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.  The parties agree that it is fair and reasonable that the parties are bound by this clause 13.10.

13.11. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld.  You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.