Keelvar SaaS
These Bidder Terms and Conditions apply to you (the "Bidder"), meaning a legal entity or individual who registers on the Platform and participate in Events. Please read these Terms and Conditions carefully before registering as a Bidder to use the Platform operated by Keelvar Systems Limited of Suite 2B, 6 Lapps Quay, Cork, T12 PPX3, Ireland (“Keelvar”). By registering as a Bidder and clicking on the accept buttons relating to these Bidder Terms and Conditions, Privacy Notice, and Data Processing Agreement when applicable (the "Agreement") you agree to be legally bound by these Bidder Terms and Conditions, DPA and Privacy Notice as they may be modified and posted on our website from time to time.
PLEASE CAREFULLY READ THE TERMS BELOW. BY ACCEPTING THESE TERMS OR USING THE SERVICES, YOU AGREE TO THESE TERMS WITH KEELVAR. IF YOU DO NOT AGREE TO THESE TERMS, THEN DO NOT CLICK “REGISTER,” AND YOU MAY NOT ACCESS OR USE THE SERVICES. IN THE CASE OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR COMPANY, AGENCY, OR OTHER INSTITUTION TO THESE TERMS, AND ALL REFERENCES TO “BIDDER” WILL REFER TO THAT ENTITY OR ORGANISATION
1. Definitions
In this Agreement the following capitalized terms shall have the following meanings:
“Bid Data” means all data imported into the Platform by the Bidder including any files uploaded or information entered into the Platform; but excluding Usage Data;
“Counterparty” or “Counterparties” means the participating parties of an Event which can be Customer, User or Bidder, individually or when used in the plural all three together;
“Customer”means a customer of Keelvar who runs Events;
“DPA” means the Data Processing Agreement of Keelvar published at https://keelvar.com/legal/dpa as amended from time to time;
“Effective Date” means the date the Bidder enters this Agreement via the Platform;
“Event Data” means any Bid Data or information that Counterparties make available within the Platform in relation to any Event,
“Event” means a bid process set up by a User via the Platform on behalf of a Customer in which a Bidder may share content and submit bids to Customer, with a view to enter into a Transaction.
“Harmful Content” means any data or content which is illegal, defamatory, or constitutes a breach of the IPR or legal rights of any third party;
“Platform” means the Keelvar Hosted SaaS platform accessed online by Counterparties to facilitate Events.
“Privacy Notice” means the Privacy Notice of Keelvar published at https://keelvar.com/legal/saas-privacy-notice as amended from time to time;
“Usage Data” means aggregated, anonymised data derived from the Bidder’s use of the Platform which does not include any personal or Bidder Confidential Information. An example being the number of Bidders active on the Platform in a given time period examples include, Bidders login frequency or durations, feature usage, numbers of participating Events.
“Transaction Audit Trail” means all information, including Event Data and platform interactions, that forms part of the documented history of an Event and any resulting Transactions;
“Transaction”means any successful bid made by a Bidder participating in an Event to provide services for the benefit of the Customer.
“Users” means employees, agents, consultants or independent contractors of the Customer who have been authorised by the Customer to use the Platform or set up an Event.
2. Provision of the Platform and Services
(2.1) Keelvar permits the Bidder to register to access the Platform in accordance with the terms of this Agreement from the Effective Date for the duration of the Agreement until termination in accordance with the terms of this Agreement (“Term”).
(2.2) The Counterparties acknowledge that Keelvar provides the Platform to enable Customers or Users to set up Events that Bidders can respond to with bids, with the aim of the Counterparties entering into a Transaction. Use of the Platform and any content shared is at the User's own risk.
(2.3) All Transactions made or entered into via the Platform are between the Counterparties and are governed by their respective terms agreed between them (the “Transaction Terms”). The Bidder acknowledges that all bids made via the Platform during an Event form a binding legal offer by the Bidder to enter into a Transaction at the price displayed, subject to the Counterparties final Transaction Terms. Keelvar shall not be a party to the Transaction Terms nor to any Transaction or any resulting contract between the Counterparties. Keelvar is not responsible for ensuring that Counterparties comply with the Terms or correcting any breach of the Terms by any Counterparty.
(2.4) Keelvar will provide reasonable assistance to assist Counterparties where any dispute arises in connection with use of the Platform at its sole discretion, however Keelvar shall not be responsible for monitoring or regulating any Counterparty’s compliance with their own contractual obligations to each other resulting from any Transaction.
(2.5) Keelvar will provide support for Bidders via the following link https://support.keelvar.com/hc/en-us
3. Permitted Use
(3.1) Upon registration as a Bidder, Keelvar permits the Bidder access to the Platform via the internet.
(3.2) Except as permitted by law, the Bidder may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Platform or any part of it. Nothing in this Agreement grants the Bidder any rights to the Platform’s source code. This does not affect the Bidder’s non-waivable statutory rights. Unless otherwise stated in this Agreement, the Platform is provided solely for the Bidder’s internal use (i) in connection with the Bidder’s own systems and applications to facilitate participation in Events and related Transactions; and (ii) for access and use by the Bidder only. The Bidder may not share, sublicense, or otherwise provide access to the Platform to any third party without Keelvar’s prior written consent.
(3.3) The Bidder may not, except as expressly permitted in this Agreement (i) Lease, loan, resell, assign, licence, distribute or otherwise permit access to the Platform; or (ii) Use the Platform to provide ancillary services related to the Platform; or (iii) Permit access to or use of the Platform by or on behalf of any third party.
(3.4) Access to the Platform is provided subject to Bidder’s compliance with the Keelvar Usage Policy as set out here.
4. Optional Features
(4.1) Keelvar offers an options features to Bidders known as “Bid Automation” which Bidder may enable on the Platform.This feature allows Bidders to preconfigure automated bids based on selected categories and pricing thresholds. It is powered by artificial intelligence and algorithmic logic and use of Bid Automation requires participating Bidders to comply with the Keelvar AI Annex and the Keelvar AI Usage Policy.
(4.2) Bid Automation is a paid feature and where selected, Bidder will be required to provide payment details through the Platform to complete registration. Payment processing is performed by a third-party provider on Keelvar’s behalf, and Keelvar does not store or process any payment information directly. By completing such registration, Bidder agrees to pay the applicable fees in accordance with the pricing and billing terms presented on registration.
(4.3) Bid Automation features may rely on third-party applications (“Third Party Apps”) to support certain methods of communication between Counterparties (such as email or messaging), and use of these Third Party Apps is subject to your agreement to the respective third party’s terms. Keelvar do not control and are not responsible for Third Party Apps, including their availability, security, functionality, or any data practices. Bidder’s use of any Third Party App is at their own risk. Keelvar disclaim all liability arising from or related to Third Party Apps, including any loss or damage caused by their use, Bidder’s reliance on them, or any unauthorised disclosure or use of data by the Third Party App provider.
(4.4) The Bidder is solely responsible for the accuracy, completeness, and suitability of its Bid Automation parameters. Keelvar does not review, validate, or override such configurations. Where permitted by applicable law, and where necessary to develop or improve Keelvar features, Keelvar may use aggregated, anonymized, or pseudonymized data from use of Bid Automation provided it does so in a manner that does not identify the Bidder. Keelvar will not be liable for any loss resulting from incorrect or unintended bidder settings. Keelvar reserves the right to modify, suspend, or discontinue the Bid Automation feature to comply with applicable laws, regulations, or regulatory guidance.
5. Intellectual Property Rights
(5.1) All intellectual property rights (“IPR”) and title to the Platform (save to the extent these incorporate any Bid Data, Event Data, Bidder IPR or third party owned item) shall remain with Keelvar and/or its licensors and subcontractors. No interest or ownership in the Platform, Services, IPRs or otherwise is transferred to the Bidder under this Agreement.
(5.2) The Bidder shall retain sole ownership of its pre-existing intellectual property rights and any proprietary information contained in the Bid Data and its pre-existing IPR and shall have the sole responsibility for the legality, reliability, integrity, accuracy and quality of the Bid Data. The Bidder grants Keelvar a royalty free, non-exclusive, licence to use Bid Data and Bidder IPRs and any third party owned item to the extent required for the provision of the Platform.
(5.3) The Bidder is not allowed to remove any proprietary marks or copyright notices from the Platform.
6. Bid Data, Usage Data and Feedback
(6.1) Bidder represents and warrants that none of the Bid Data violates the Agreement and that it has all necessary right, title, interest and consent necessary to allow Keelvar to use Bid Data for the purposes of fulfilling its obligations under the Agreement.. Upon submission of any Bids Data via the Platform, the Bidder grants to Keelvar a non-exclusive and non-transferable right and license during the Term to copy, store, host, process, transmit and otherwise use the Bid Data solely as necessary and appropriate for Keelvar to fulfil its obligations under the Agreement and in accordance with applicable laws. The Bidder acknowledges that the Bid Data is made available via the Platform to the Customer for whose benefit the Event is conducted. The Bidder consents to the Customer’s receipt, use, storage, and retention of such submissions for procurement evaluation, contracting, audit, and related internal business purposes.
(6.2) Bidder understand and agree that the Bid Data should not include any Restricted Data without Keelvar’s prior written consent, where “Restricted Data” means Personal Health Information (“PHI”) as defined under applicable laws or other personal health information, “special categories of data” (as defined by the GDPR), “characteristics of protected classifications” (under CCPA and US federal laws) or similar information under other comparable laws or regulations. For clarity, Bidders may submit commercial, pricing or financial information related to their bids provided that it does not include any Restricted Data.
(6.3) The Bidder assigns to Keelvar all rights, title, and interest in any feedback, suggestions, or ideas relating to the Platform (“Feedback”). If this assignment is ineffective for any reason, the Bidder grants Keelvar a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to use, reproduce, disclose, sub-license, distribute, modify, and otherwise exploit the Feedback.
(6.4) Bidder understands and agrees that Keelvar has the right to collect or access data as a result of Bidder’s use of the Platform known as Usage Data which excludes Bid Data. Keelvar will use the Usage Data (i) in order to provide the Platform and (ii) for its internal purposes to improve the Platform provided it will not disclose the identity of Bidder. As between the parties, Keelvar owns all rights, title and interest in and to the Usage Data.
(6.5) Any Event Data that a Counterparty makes available within the Platform shall remain the property of the party disclosing the Event Data. The Bidder acknowledges and hereby agrees that Keelvar may use the Event Data for the following purposes:(i) Storing Event Data (which may contain personal data and Confidential Information) in the Transaction Audit Trail within the Platform; (ii) Permitting the Counterparties to aggregate and use Event Data in a non-anonymised way for: (a) the purposes of facilitating Events and Transactions; or (b) to comply with any applicable law or regulatory requirement; (iii) Permitting Counterparties to aggregate Event Data relating to Events and Transactions in which they have involvement for the purposes of their business development, provided that they do not share data which reveals the identity of any Bidder, or any Bidder Confidential Information with any third party and (iv) Using Event Data in an aggregated and anonymised form to develop, improve, and provide analytics-based features within the Platform provided such use does not result in the identification of any individual Bidder or disclosure of any Bidder Confidential Information.
7. Participation in Events
(7.1) Registration as a Bidder. In order to be informed about Events or take part in any Event when invited by a Customer or User, the Bidder must register on the Platform as a bidder. Events may take the form of a request for tender, (“eRFx Event”) or in an e-auction, (“eAuction Event”) or RFI Events (“RFI Event”)
(7.2) eRFx Event. Until the deadline for an eRFx Event is reached, Bidder may:
(7.2.1) Place bids; and
(7.2.2) Provide answers to the RFI part of an eRFx Event. The Bidder can change its submitted bids while the Event is active. The Bidder is prevented from viewing any other bidder’s bids or identities. The Bidder acknowledges that an eRFx Event, can be:
(7.2.3) Extended, stopped, cancelled or changed before the deadline is reached. The Customer may send messages to one or more of the bidders during and after the participation period of the eRFx Event.
(7.3) eAuction Event. The Bidder may submit bids continuously during the eAuction bidding period. The Customer may (i) Extend the eAuction bidding period; (ii) Stop or cancel any eAuction Event before the deadline is reached; and (iii) Make changes to all fields in the eAuction before or during the eAuction period.
(7.4) Completing an Event. Once the Event deadline is exceeded, it is no longer possible for the Bidder to place bids in an Event, or provide answers to the RFI part of an eRFx Event. The Customer then selects which bidder it wishes to enter into a Transaction with, or the Customer may reject all bidder bids.
(7.5) Legally Binding Effect participation in Events. All answers provided to a Customer (or its user who sets up the Event) in the RFI part of an eRFx Event as and all bids made by the Bidder in any Event are legally binding offers and where successful, form a Transaction.
8. Confidential Information
(8.1) The term “Confidential Information” means all information disclosed in written, oral, electronic, visual or other form by either Keelvar or the Bidder (each a “Disclosing Party”) to the other party (“Recipient”) and either (a) marked or designated as “confidential” or “proprietary” at the time of disclosure or (b) disclosed in circumstances under which a reasonable person would understand it is to be treated as confidential. Confidential Information does not include information that (i) is or becomes a matter of public knowledge through no fault of the Recipient, (ii) was rightfully in the Recipient’s possession free of any obligation of confidence, (iii) was rightfully disclosed to Recipient by a third party without restriction as to use or disclosure, or (iv) is independently developed by Recipient without use of or reference to Disclosing Party’s Confidential Information.
(8.2) Recipient will hold the Confidential Information received from the Disclosing Party in confidence and will not, directly or indirectly, disclose it to any other person or entity except to Recipient’s and its Affiliates’ employees and independent contractors who have (a) a need to know, (b) been notified that such information is Confidential Information, and (c) entered into binding confidentiality obligations no less protective of the Disclosing Party than the Agreement. Recipient will protect the Disclosing Party’s Confidential Information by using the same degree of care as Recipient uses to protect its own confidential or proprietary information of a like nature (but not less than a reasonable degree of care). Recipient will promptly notify the Disclosing Party upon learning of any misappropriation or misuse of Confidential Information disclosed hereunder. Notwithstanding the foregoing, Recipient will be permitted to disclose Confidential Information pursuant to any statutory or regulatory authority or court order, provided that Recipient provides the Disclosing Party prompt prior notice (to the extent legally permitted to do so), and the scope of such disclosure is limited to the extent possible. For the avoidance of doubt, Customer Data (as defined in the DPA) shall be subject to the terms of the DPA and not this Section 7
9. Data Protection
(9.1) Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles, and agreements.
(9.2) To the extent that personal data is processed by Keelvar when the Bidder uses the Platform to take part in Events, the parties acknowledge that Keelvar is a data processor and the Bidder is a data controller of Bid Data and the parties shall comply with their respective obligations under applicable data protection law and the terms of the DPA
(9.3) When Event Data is collected and processed when the Bidder takes part in any Event, the parties acknowledge that they are each independent data controllers of all Event Data and neither party is acting as a data processor of the other party in respect of Event Data.
(9.4) Where Keelvar collects and processes Bid Data that includes personal data of the Bidder, as a data controller, when providing the Platform to the Bidder, such collection and processing shall be in accordance with the Privacy Notice.
(9.5) Where Bidder participates in a particular category or type of Event on the Platform, unless the Bidder expressly opts-out via in-product controls , the parties agreed that the Platform can recommend the Bidder to Customers running Events of a similar nature for the purpose of Bidder being invited to participate in such Event.
(9.6) If a third party alleges infringement of its data protection rights, Keelvar shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
10. Disclaimers and Warranties
(10.1) No warranty is made regarding the results the Bidder can achieve from using the Services or Platform or that the Services or Platform will operate uninterrupted or error free. No warranty is made that any information provided on or via the Platform or in an Event is accurate or complete or current and Keelvar makes no commitment to update such information and expressly disclaims all liability for errors or omissions in such information. It is the Bidder’s responsibility to verify any information before relying on it. All content or information provided on or via the Platform or in any event, is provided “as is”. Keelvar (i) Provides no warranties in relation to such content or information (ii) Has no commitment to update such content or information; and (iii) Shall have no liability whatsoever to the Bidder for its use or reliance upon such content or information.
(10.2) Keelvar provides the Customer (and its Users) with an opportunity to hold an Event and the Bidder an opportunity to place bids or provide answers to the RFI part of an eRFx Event for the purpose of the purchase or sale of services/products directly between the Customer (or its Users) and the Bidder. Keelvar is not in any circumstances a Customer (or their User), a Bidder, dealer, agent or department of any of the aforesaid, unless Keelvar is instructed by the Customer to run a managed service Event on behalf of the Customer. Keelvar cannot bind or be bound by the actions of a Bidder or Customer and its Users who organise or participate in an Event. All agreements relating to an Event are made directly and exclusively between the Customer (or its Users) and the Bidder. Keelvar has no responsibility for any third party data or contracts relating to any Event which is a matter strictly between the Customer and its selected Bidder. Any Event and any associated materials in respect of Events are provided on the instruction of the Customer and are not and do not include representations, actions, or statements of Keelvar and are not binding on Keelvar. Keelvar is not an agent of the Customer and acts exclusively as a facilitator of Events, the Bidder to prepare financial proposals and purchasers to evaluate outcomes.
Keelvar has no liability whatsoever:(i) In connection with any relationship between the Bidder and Customer formed as a result of an Event or Transaction;(ii) For any damages resulting from misprints on the Customer (or its User’s) homepage, third party information, erroneous information or errors in specifications, invitations etc., and problems in the functionality of the Platform or appear in the Customer’s homepage as a result of technical errors, computer viruses or availability issues;(iii) To Customers, Users, the Bidder, third party or public authorities resulting from any use of Events, including claims for damages as a result of concluded or not concluded Transactions; or(iv) To Customers, Users or the Bidder, for any claims made against the Customer (or its users) or the Bidder by public authorities, including taxes and duties, or as a result of failure to observe legislation regarding public procurement or competition laws.
(10.3) The Bidder warrants that: it rightfully owns, has and maintains the necessary user rights, licences, permits, copyrights and ancillary copyrights and consents required for it to fulfil its obligations under this Agreement.
(10.4) The Bidder warrants that it has all necessary licences in all relevant jurisdictions to conduct the business it performs via the Platform, and that the use of the Platform will abide by the requirements, standards and terms of this Agreement.
(10.5) The Bidder acknowledges and agrees that the Bidder is solely responsible to its own customers and for complying with the terms of the agreements it enters into with them. Keelvar shall not be a party to such agreements. Keelvar shall have no liability whatsoever to the Bidder or any customer of the Bidder for the failure of the Bidder or its customer to comply with their obligations under the terms of such agreements, nor for any error or omission made by the Bidder or its customers in relation to such agreements.
(10.6) The Bidder warrants and represents that it shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Services and Platform granted under this Agreement is limited as set out under this Agreement.
(10.7) The Bidder warrants and represents that it shall ensure that its network and systems comply with the relevant specification provided by Keelvar from time to time and that it is solely responsible for procuring and maintaining its network connections and telecommunications links from the Bidder’s systems to Keelvar’s data centres and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Bidder’s network connections or telecommunications links or caused by the internet.
(10.7.1) Except as expressly set forth in this Agreement or to the extent that any warranties cannot be waived under applicable law, Keelvar makes no warranties, whether express, implied, statutory, or otherwise. Keelvar expressly disclaims all implied warranties, including but not limited to warranties of merchantability, non-infringement, fitness for a particular purpose, satisfactory quality, or any warranties arising from course of dealing. Keelvar further disclaims any warranty that the Keelvar Platform will meet Customer’s requirements or that its operation will be uninterrupted or error-free.
11. Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, WILL KEELVAR OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY (i) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SALES OR BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, AND BUSINESS INTERRUPTION EVEN IF KEELVAR HAS BEEN ADVISED OF, KNOWS OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE LIABILITY FOR ANY MATTER THAT CANNOT BE LEGALLY LIMITED OR EXCLUDED UNDER APPLICABLE LAW. WHERE SUCH EXCLUSIONS ARE NOT FULLY ENFORCEABLE, KEELVAR'S LIABILITY SHALL BE LIMITED TO THE MINIMUM EXTENT PERMITTED BY LAW.
12. Indemnities
(12.1) The Bidder shall defend, indemnify and hold Keelvar and its employees, sub-contractors or agents harmless from and against any costs, losses, fines, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from:
(12.1.1) Any claim made against a Counterparty by another Counterparty or a Counterparty’s customers or a regulatory authority in any jurisdiction relating to or resulting from use of the Platform, or Event; or
(12.1.2) Any claimed infringement or breach by the Bidder of any IPRs with respect to use of the Services, Platform or an Event outside of the scope of this Agreement; or
(12.1.3) Use by Keelvar of any Bid Data, in particular storage or publication on the internet of any Harmful Content; or
(12.1.4) Any access to or use of the Services or Platform by an Authorised User or a third party;
(12.1.5) Breaches of the terms of the DPA by the Bidder or the Keelvar Usage Policy here.
13. Term and Termination
(13.1) This Agreement shall commence on the Effective Date and continue until either party terminates the Agreement as set out below, or as otherwise permitted in this Agreement.
(13.2) Keelvar may suspend or terminate this Agreement, access to the Platform or the provision of any Services with immediate effect if (i)The Bidder has used or permitted use of the Platform other than in accordance with this Agreement; (ii) Keelvar is prohibited under applicable law, or otherwise from providing the Platform or (iii) The Bidder has not been active on the Platform for a period of two years.
(13.3) Either party may terminate this Agreement by providing written notice to the other party if: (i) the other party files a voluntary petition in bankruptcy or an involuntary petition is filed against it; (ii) a trustee or receiver is appointed by a court for all or a substantial portion of the assets of the other party; (iii) the other party becomes insolvent, suspends business, or ceases to conduct its business in the ordinary course; or (iv) the other party makes an assignment of its assets for the benefit of its creditors. Either party may terminate this Agreement (i) For material breach of any term by giving the breaching party written notice. However, where the breach is capable of remedy, provided that the breach is specified and remedy of the breach is requested, the notice shall only be effective if the breaching party fails to remedy the breach within 10 days of receipt of the notice; or (ii) At any time without case by giving the other party 30 days notice via email.
(13.4) Termination of this Agreement for any reason shall not affect the accrued rights of the parties arising under this Agreement and in particular without limitation the right to recover damages against the other. Clauses 3. (Permitted Use), 5. (Intellectual Property Rights), 6 (Bid Data, Usage Data and Feedback), 13. (Term and Termination), 8. (Confidential Information), 9. (Data Protection) 10. (Disclaimers and Warranties), 11. (Liability), 12. (Indemnities), 16. (Miscellaneous) shall survive the expiry or termination of this Agreement and shall remain in force and effect.
(13.5) Upon termination of this Agreement, deletion of data will be dealt with in accordance with the DPA or the Privacy Notice.
14. Security
Bidder shall treat any identification, password or username or other security device for use of the Services and Platform with due diligence and care and take all necessary steps to ensure that they are kept confidential, secure and are used properly and are not disclosed to unauthorised persons. Any breach of the above shall be immediately notified to Keelvar in writing. The Bidder shall be liable for any breach of this Agreement by its own users. The Bidder and Authorised Users must ensure that each password is only used by the Bidder. The Bidder is responsible for any and all activities that occur under the Bidder’s account and via the Bidder’s passwords and multi-factor authentication tokens. Notwithstanding Keelvar providing reasonable support at Keelvar’s discretion, Bidder loss of email access, password, or multi-factor authenticator may result in loss of access to Platform or existing Events on Platform. The Bidder will immediately notify Keelvar if the Bidder becomes aware of any unauthorised use of the Bidder’s account, the Bidder’s passwords or breach of security known to the Bidder. Keelvar shall have no liability for any loss or damage arising from the Bidder’s failure to comply with these requirements.
(14.1) Keelvar may suspend access to the Services and Platform, or portion thereof, at any time, if in Keelvar’s sole reasonable discretion, the integrity or security of the Services or Platform is in danger of being compromised by acts of the Bidder.
(14.2) The Bidder shall take and maintain technical precautions to protect the Platform from improper or unauthorised use, distribution or copying. Keelvar shall be entitled to take reasonable measures in order to prevent Harmful Content from being published on the internet or breaches of third party rights from continuing.
(14.3) Bidder agrees to share relevant account security information to Customer in the context of Event security thereby allowing the Customer to ensure appropriate security controls are in place and facilitate security auditing of access to Event Data. This may include a summary of password complexity, multi-factor authentication enablement, and IP addresses used to access Event Data.
15. Account Transfers and Domain Merges
Keelvar may, upon request and with appropriate authorization, transfer or merge Bidder accounts in cases of domain changes, corporate restructures, or other administrative needs. This may include converting a Bidder account into a purchaser user account. Keelvar may verify such requests and will notify affected users where practicable. The Bidder acknowledges that such changes may be made to ensure accurate account management and organizational control.
16. Miscellaneous
(16.1) This Agreement shall be governed by the laws of Ireland. The courts of Ireland shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.
(16.2) If any provision of this Agreement is or becomes invalid, the remaining provisions will remain in full force. The invalid provision will be replaced by a valid one that most closely reflects the parties’ original commercial intent. The same applies to any unintentional omissions.
(16.3) In the event of any conflict between the content of these Bidder Terms and Conditions, the DPA and the Privacy Notice, the Bidder Terms and Conditions shall prevail followed by the DPA and then the Privacy Notice.
(16.4) No party may assign or transfer its rights under this Agreement without the prior written consent of the other party, such consent shall not be unreasonably withheld, however Keelvar shall be entitled to assign the Agreement to any entity that purchases the shares or assets of Keelvar as the result of a merger, takeover or similar event.
(16.5) This Agreement constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof.
(16.6) All notices under this Agreement must be in writing and are deemed given when sent by email. Notices to Keelvar must be sent to notices@Keelvar.com. Notices to the Bidder will be sent to the email address used to register or log in to the Platform. Keelvar may update the terms of this Agreement by posting changes on its website. Material changes are changes to the Bidder Terms and Conditions that place new or different significant obligations on Bidder (“Material Changes”). For Material Changes, Keelvar will provide at least 30 days’ advance notice via email and/or through the Platform. The Bidder may object to the change by terminating the Agreement within that 30-day period. Continued use of the Platform after the 30-day period constitutes acceptance of the changes.
(16.7) Failure to exercise, or any delay in exercising, any right or remedy under this Agreement, or at law or equity, shall not be a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
(16.8) Nothing contained in this Agreement is intended to be enforceable pursuant to any third party’s statutory rights or any similar legislation in any applicable jurisdiction.
(16.9) Keelvar and the Bidder are independent contractors. Nothing in this Agreement creates an employer-employee, partnership, joint venture or agency relationship.
(16.10) Any links to other websites on the Platform is not an endorsement, authorisation, sponsorship or affiliation by Keelvar of such website, its owners or its providers.
.svg)
.png)
