The Keelvar software-as-a-service Platform (“Platform”) facilitates access to a suite of Keelvar software, tools, integrations, technology, content (“Services”) that enables individuals (each “User(s)”) on behalf of subscribing customers, bidders or partners, to create or participate in sourcing events, use optimisation and automation features to streamline sourcing, manage data, communicate security and integrate with third parties using the Integration Store. These Terms govern your access to the Platform provided by Keelvar.
To use this Keelvar Platform you agree to these Platform Terms (“Terms”) which govern each User’s access to and use of the Platform. These terms apply in addition to the relevant Organisation Agreement and any other policies or supplemental terms referenced therein which may include the Integration Store Terms and Privacy Notice. These Terms will start when you accept them or otherwise start accessing or using the Platform, whichever date is earlier (“Effective Date”). If you are accepting these Terms or accessing or using Platform on behalf of an entity, you represent and warrant that you have the authority to bind such entity to these Terms and you agree on behalf of such entity to be bound by these Terms (and for clarity, all other references to “you” in these Terms refer to such entity).
We reserve the right to amend these Terms and will use commercially reasonable efforts to provide you with prior notice of any material amendments. Your continued use of or access to Platform after any such amendment will constitute your binding agreement to these Terms as amended.
1. Access and Accounts
1.1. Subject to the Terms, Keelvar shall provide User with access to the Platform. User acknowledges that Keelvar may update the Services and the Platform from time to time provided that any such update does not materially change the functionality of the Services or the Platform.
1.2. User shall be responsible for maintaining the confidentiality and security of User’s account, passwords (including but not limited to administrative and user passwords) and files and for all uses of User’s account with or without User’s knowledge or consent. User will promptly notify Keelvar of any actual or suspected unauthorised use of any account credentials. Keelvar reserves the right to suspend, disable or terminate User’s access to the Platform that Keelvar reasonably determines may have been used by unauthorised third parties.
2. User Obligations
2.1. Users shall not allow any third party to access the Platform except as provided herein.
2.2. User shall not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, made available by Keelvar in providing the Services (“Software”); (ii) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Keelvar or authorised within the Services); (iii) sublicences, lease, sell, resell, rent, loan or otherwise allow use the Services for the benefit of an unauthorised third party; (iv) access all or any part of the Services in order to build a product or service which competes with the Services; or (iv) remove, alter or obscure any proprietary notices or labels. Keelvar reservices the right to suspend Users access to the Platform for any failure or suspected failure, to comply with these conditions.
2.3. Access to the SaaS Services is provided subject to User’s compliance with the Usage Policy as set out at https://www.keelvar.com/legal/usage-policy.
2.4. Access to AI features as part of the Services is provided subject to User’s compliance with the AI Annex as set out at https://www.keelvar.com/legal/ai-annex.
3. Content
3.1. User is solely responsible for any and all obligations with respect to the accuracy, quality and legality of User Content. User will obtain all third party licenses, consents and permissions needed for Keelvar to use and process the User Content to provide the Services. Without limiting the foregoing, User will be solely responsible for obtaining from third parties all necessary consents and rights for Keelvar to use the User Content submitted by or on behalf of Users for the purposes set forth in these Terms, including all consents required in accordance with all Applicable Privacy Laws.
3.2. User grants Keelvar a non-exclusive, worldwide, royalty-free and fully paid license to process and use the User Content as necessary for purposes of providing and improving the Platform and the Services. Keelvar may generate Usage Data to operate, improve, analyse and support the Platform and the Services for benchmarking and reporting and for Keelvar’s other lawful business purposes.
4. Trial/Evaluation Use
4.1. If a User receives free access or a trial or evaluation subscription to one or more Services (a “Trial Subscription”), then the User may use the Services in accordance with these Terms for a period of thirty (30) days or such other period granted by Keelvar in writing (the “Trial Period”). Trial Subscriptions are permitted solely for a User’s use to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all existing and future functionality and features accessible as part of a paid subscription of the Services. If a User does not enter into a paid Subscription Term, these Terms and the User’s right to access and use the Services will terminate at the end of the Trial Period. Both parties have the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, KEELVAR WILL HAVE NO WARRANTY, INDEMNITY, SERVICE LEVEL, OR SUPPORT OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.
5. Confidentiality
5.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Keelvar includes non-public information regarding features, functionality and performance of the Services and/or the Software. Proprietary Information of User includes the User Content and other non-public information received in connection with the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information; and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information except to the Receiving Party and its affiliates’ employees and independent contractors who have a need to know, been notified that such information is Proprietary Information, and entered into binding confidentiality obligations no less protective of the Disclosing Party than the Terms. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: (a) is or becomes generally available to the public by no breach of the Receiving Party: or (b) was in its lawful possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may disclose Proprietary Information as required by applicable law, regulation, or valid court order, provided that (to the extent legally permitted) the Recipient gives the Disclosing Party prompt prior written notice and limits the disclosure to the minimum extent necessary to comply with such requirement.
6. Intellectual Property and Data Use
6.1. Subject to the rights and licenses granted hereunder, as between the parties, User shall own all rights, title and interest (including all intellectual property and proprietary rights) in and to the User Content.
6.2. Keelvar shall own and retain all right, title and interest in and to: (a) the Platform, Services and Software and all improvements, enhancements or modifications thereto; (b) any software, applications, inventions or other technology developed in connection with the Services or support; (c) all documents, products and materials used or developed by Keelvar in relation to the Services in any form (including computer programs, data, reports and specifications); and (d) all Keelvar trademarks, names, logos, all copies, modifications and derivative works thereof, and all rights to patent, copyright, trade secret and other proprietary or intellectual property rights therein
6.3. Notwithstanding anything to the contrary, Keelvar shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies and Keelvar may use such information and data to improve and enhance the Services and for related development, diagnostic and corrective purposes in connection with the Services and other Keelvar offerings; and provided it will use such data solely in aggregate or other de-identified form, use such data in connection with its business. No rights or licences are granted except as expressly set forth herein.
6.4. User hereby grants Keelvar a perpetual, irrevocable, royalty-free and fully paid right to use and otherwise exploit in any manner any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by User related to the Keelvar Services, including for the purpose of improving and enhancing the Platform and the Services.
7. Data Security and Privacy
7.1. Both parties shall comply with all laws and regulations including Applicable Privacy Laws applicable to the Services.
7.2. Keelvar shall use all reasonable endeavours to maintain the security and privacy of SaaS Services. These measures are designed to protect User data from unauthorised use, access, modification, disclosure, or destruction. Keelvar will maintain a security program that includes independent third-party audit reports. Considering the scope and nature of the processing, Keelvar’s technical and organisational measures to protect User data are available at: https://www.keelvar.com/security. While ensuring no deterioration in level of controls, these measures are to be updated from time to time to keep up to date with security and privacy best practices and technologies.
7.3. With regard to the handling of any Personal Data, unless otherwise agreed to in writing, the parties mutually acknowledge that Keelvar standard Data Processing Agreement (available at: https://www.keelvar.com/legal/dpa) will be in effect.
7.4. Where Keelvar collects and processes User personal data that in connection with the provision of Platform, such collection and processing shall be in accordance with the Privacy Notice.
8. Acknowledgement and Indemnity
8.1. User acknowledges, agrees and undertakes that (i) User shall be solely responsible for their use of the Services strictly in accordance with the terms and conditions of the Terms and all applicable terms; (ii) the actions of User and any third party are outside the control of Keelvar; (iii) Keelvar takes no responsibility for any third party data or contracts (iv) Keelvar is not an agent of the User; and (vii) Keelvar has no liability in connection with any relationship between any User and any third party formed as a result of the Services.
8.2. User agrees to indemnify and keep Keelvar fully indemnified upon demand against all liabilities, losses, actions, proceedings, costs, claims, demands and expenses brought or made against or incurred by Keelvar as a result of or arising from or in connection with: (i) User’s breach of these Terms (ii) any third party claims arising from User’s use of the Platform or Services; (iii) claims alleging that use of the User data infringes the rights of, or has caused harm to, a third party. This Section shall survive termination of this Terms, however arising.
9. Warranty and Disclaimer
9.1. Keelvar undertakes to use reasonable efforts consistent with prevailing industry standards to maintain the SaaS Services in a manner which minimises errors and interruptions in the SaaS Services.
9.2. KEELVAR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES NOR THAT THE SERVICES WILL MEET USER’S REQUIREMENTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND KEELVAR DISCLAIMS ALL WARRANTIES, TERMS AND CONDITIONS EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Liability
10.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN ANY MANNER, REGARDLESS OF THE BASIS OF THE CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) FOR SPECIAL, PUNITIVE OR INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF OPPORTUNITIES, LOSS OF DATA) HEREUNDER. NOTHING IN THESE TERMS LIMITS OR EXCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD, OR ANY OTHER LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED. TO THE FULLEST EXTENT PERMITTED BY LAW, KEELVAR SHALL HAVE NO LIABILITY TO ANY USER ARISING OUT OF OR IN CONNECTION WITH THEIR USE OF THE PLATFORM, EXCEPT AS CANNOT BE EXCLUDED UNDER APPLICABLE LAW. ANY LIABILITY OF KEELVAR IN RELATION TO THE PLATFORM SHALL BE DETERMINED EXCLUSIVELY UNDER, AND SUBJECT TO THE LIMITATIONS AND EXCLUSIONS SET OUT IN THE APPLICABLE SUBSCRIPTION AGREEMENT BETWEEN KEELVAR AND THE RELEVANT USER’S ORGANISATION.
11. Suspension and Termination
11.1. Keelvar may suspend or restrict a User’s access to the Platform immediately and without notice if: (i) the User breaches these Terms; (ii) the User’s conduct, in Keelvar’s reasonable opinion, threatens the security, integrity, or availability of the Platform; or (iii) suspension is required by law.
11.2. A User’s right to access the Platform automatically terminates upon the earlier of: (i) termination or expiry of the applicable Organisation Agreement; or (ii) termination of the User’s employment, engagement, or authorisation by the organisation that is party to the Organisation Agreement.
11.3. A User’s right to access the Platform automatically terminates upon the earlier of: (i) termination or expiry of the applicable Organisation Agreement; or (ii) termination of the User’s employment, engagement, or authorisation by the organisation that is party to the Organisation Agreement.
11.4. Upon termination, the User must cease all use of the Platform and Keelvar may deactivate the User’s account.
12. General
12.1. Severability: If any provision of this Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Terms will otherwise remain in full force and effect and enforceable.
12.2. Applicable Law: This Terms and any dispute or claim arising out of it shall be governed by and construed in accordance with the law of Ireland and the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Terms.
12.3. Conflict: In the event of any conflict or inconsistency between these Terms and the Organisation Agreement, the Organisation Agreement shall prevail. Nothing in these Terms creates any separate contractual relationship between Keelvar and an individual User, except to the extent necessary to govern that User’s conduct on the Platform.
12.4. Survival: Upon termination of this Agreement, the license and access rights applicable to the Services, and all right and obligations, will immediately terminate, except that any terms or conditions that by their nature are intended to survive will survive termination, including without limitation User Obligations and terms and conditions relating to proprietary rights and confidentiality, disclaimers, limitations of liability, termination and the General provisions.
12.5. Assignment: This Terms is not assignable, transferable or sublicensable by User except with Keelvar’s prior written consent. Keelvar may transfer and assign any of its rights and obligations under this Terms without consent.
12.6. Entire Terms: Except as agreement otherwise herein, these Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral terms, communications and other understandings relating to the subject matter of these Terms. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
12.7. No Partnership: No agency, partnership, joint venture, or employment is created as a result of this Terms and User does not have any authority of any kind to bind Keelvar in any respect whatsoever.
12.8. Modification: We may revise these Terms from time to time by posting a modified version on the Platform. If, in our sole discretion, the changes are material, we will provide you with reasonable notice before they take effect, either by email (to the address linked to your account) or by an in-platform notification. Unless otherwise stated, changes take effect upon posting and apply on a going-forward basis. Your continued use of the Platform after any such changes constitutes your acceptance of the revised Terms.
12.9. Notices: All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail (in the case of notices to Keelvar, to be sent to notices@keelvar.com); the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by registered post.
Defintions
Unless otherwise defined in these Terms, capitalised terms have the meaning given to them in the applicable Organisation Agreement.
“Applicable Privacy Laws” means, to the extent applicable to the Services, all worldwide data protection and privacy laws and regulations, including where applicable, the California Consumer Privacy Act Cal. Civ. Code §§ 1798.100 et seq. (“CCPA”), the General Data Protection Regulation (“GDPR”), the e-Privacy Directive (Directive 2002/58/EC), and any U.S. state or national data protection laws as superseded, amended or replaced.
“Integration Store” means a feature in Keelvar’s platform that allows Users to access and enable applications and integrations, whether provided by Keelvar or by third parties, and, in the case of third-party applications, subject to their respective terms.
“Organisation Agreement” means the agreement entered into between Keelvar and the organisation on whose behalf a User accesses the Platform (which may include SaaS Subscription Agreement, Bidder Terms, or Partner Terms, as applicable).
“User Content” means any content and information provided or submitted by, or on behalf of, Users, in connection with the Services, including any Personal Data.
“Usage Data” means technical logs, account and login data, data and aggregated learnings about User’s usage of the Platform and the Services which does not include any User personal data or confidential information (e.g., frequency and durations of logins, feature usage, number of participating events).
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