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V1.1 September 2025
These Master Subscription terms and conditions apply to all Orders entered into between Keelvar and Customer. Together with the DPA and each Order, they, constitute the “Agreement” between the parties.
1.1. Subject to the terms of this master subscription terms and conditions (the “Agreement”), Keelvar shall provide to Customer the software as a services described in Exhibit A - Part 1 and the Order (the “SaaS Services”) in accordance with this Agreement, including the Service Level Agreement set out in Exhibit A – Part 2.
1.2. Subject to the terms hereof, Keelvar shall provide Customer with technical support services in accordance with the terms set forth in Exhibit B (“Support Services”).
1.3. The parties may from time to time agree that a Statement of Work (an “SoW”) shall be drawn up to govern the performance by Keelvar of particular professional services (“Professional Services”). Each such SoW shall be in the format set out in Exhibit C and shall set out the requirements, specifications and scope of the work to be carried out by Keelvar. Upon an SoW being signed by both parties, it will become binding on the parties and forms part of this Agreement.
1.4. For the purposes of this Agreement, “Services”means collectively the SaaS Services, Support Services, and Professional Services (if any).
2.1. Customer 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) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a 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 (v) remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer, Keelvar hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services and provided always that the Usage Limits specified in the Order apply.
2.2. Where agreed in the applicable Order, Customer may authorise one or more of its Affiliates to access and use the Services provided under that Order. Any such authorised Affiliate’s use of the Services shall be subject to the terms of this Agreement. Customer shall ensure that each Affiliate complies with the Agreement and shall remain fully responsible and liable for any acts or omissions of such Affiliates as if they were the acts or omissions of Customer.
2.3 Customer acknowledges that it may designate certain Users as administrators with the ability to configure settings, permissions, and features of the SaaS Services and to enable or manage integrations (including through the Keelvar’s Integration Store on Customer’s behalf.
2.4 New features may be made available by Keelvar as new features or functionality identified as beta or early access and in such cases may be provided free of charge. On general availability, such features may, upon reasonable notice, be subject to a fee for
continued use in which case the fees will be agreed in an Order
agreed in writing between the parties.
3.1. Customer shall access and use the Services, and ensure that Users do so, in accordance with this Agreement and the Documentation.
3.2 Customer shall: (i) co-operate with Keelvar as reasonably necessary in all matters relating to the Services;(ii) where required to enable Keelvar to supply the Services, provide for Keelvar, its agents, sub-contractors and employees, in a timely manner and at no charge, access to Customer’s premises, data and other facilities requested by Keelvar and agreed with Customer; (iii) provide, in a timely manner, all necessary information, data and documents reasonably requested by Keelvar for the proper performance of the Services (“Input Material”) within sufficient time to enable Keelvar to perform those Services; (iv) be responsible for ensuring the accuracy and completeness of all Input Material and Keelvar shall be entitled to rely upon the same as being accurate and complete without verification;(v) be responsible for ensuring that Customer has all necessary right, title, interest and consent necessary to allow Keelvar to use the Input Material for the purposes of fulfilling its obligations under the Agreement; (vi) obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the Services; and (vii) be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and user passwords) and files and for all uses of Customer’s account with or without Customer’s knowledge or consent.
3.3. Keelvar shall not be liable for any failure or delays in performing the Services to the extent that such failure is attributable to Customer failing to fulfil the requirements in Section 3.1 or from any act or omission of Customer, its agents, sub-contractors or employees.
3.4. Access to the SaaS Services is provided subject to Customer’s compliance with the Usage Policy as set out at https://www.keelvar.com/legal/usage-policy.
3.5. Access to AI features as part of the Services is provided subject to Customer’s compliance with the AI Annex as set out at https://www.keelvar.com/legal/ai-annex.
4.1. Each party (the “Receiving Party”) understands that the other party (the “DisclosingParty”) 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 theServices and/or the Software. Proprietary Information of Customer includes the Input Material and other non-public information received in connection with the Services. TheReceiving Party agrees: (i) to take reasonable precautions to protect suchProprietary Information; and (ii) not to use (except in performance of theServices 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 theAgreement. 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 ProprietaryInformation as required by applicable law, regulation, or valid court order, provided that (to the extent legally permitted) the Recipient gives theDisclosing Party prompt prior written notice and limits the disclosure to the minimum extent necessary to comply with such requirement.
5.1. Customer shall own all right, title and interest in and to the Input Material. Keelvar shall own and retain all right, title and interest in and to: (a) the 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 intellectual property rights related to any of the foregoing.
5.2. 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 (including, without limitation, information concerning Input Material and data derived therefrom), 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 licenses are granted except as expressly set forth herein.
5.3. Keelvar agrees to indemnify and keep Customer fully indemnified against all liabilities to third parties resulting from infringement by the Services of any patent or any copyright or any misappropriation of any trade secret, provided Keelvar is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and settlement. Keelvar will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Services: (i) not supplied by Keelvar; (ii) made in whole or in part in accordance with Customer specifications; (iii) that are modified after delivery; (iv) combined with other products, processes or materials where the alleged infringement relates to such combination; (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (vi) where Customer’s use of the Services is not in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be, or reasonably believed by Keelvar to be infringing, Keelvar may, at its option: (a) replace or modify the Services to be non-fringing provided that such modification or replacement contains substantially similar features and functionality; (b) obtain for Customer a license to continue using the Services; or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Services.
5.4. 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.
5.5 Customer acknowledges that, in the course of an Event,
Customer (or its Users) may invite or permit Bidders to participate in
Events through the Keelvar platform. As part of such participation,
Customer Data (for example, tender specifications, communications, evaluation results, or award notifications) may be made available to those Bidders. Customer is solely responsible for selecting and authorising Bidders and for determining the Customer Data disclosed to them.
5.6 Security: Keelvar shall use all reasonable endeavours to maintain the security and privacy of SaaS Services. Keelvar will establish and maintain technical and organizational security measures in accordance with ISO/IEC 27001 and ISO/IEC 27701. These measures are designed to protect Customer data from unauthorized 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 organizational measures to protect Customer 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.
5.7 Each party will implement and maintain appropriate technical and organizational measures against unauthorised or unlawful processing of data of the other party and against accidental loss or destruction of or damage to any such data. Such measures will ensure a level of security reasonably appropriate to the risk represented by the processing and the nature of the data to be protected.
6.1. Customer will be invoiced by Keelvar for the fees set out in the Order (“Fees”).
6.2. If Customer believes that Keelvar has billed Customer incorrectly, Customer must contact Keelvar no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
6.3. Customer shall pay each invoice in full within thirty (30) days of the invoice date. If any undisputed amount remains unpaid after the due date Keelvar may issue a written reminder.. If payment remains outstanding thirty (30) days after Customer’s receipt of that reminder, interest will accrue on the overdue amount at a rate of four percent (4%) per annum until paid in full.
6.4. Unless otherwise agreed by Keelvar in writing, all Fees and other amounts payable by the Customer under this Agreement are exclusive of any VAT or equivalent sales tax. Customer shall make all payments due under this Agreement in full without any withholding or any deduction whether by way of set-off, counter claims, discount, abatement or otherwise.Customer is responsible for all taxes, including sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable byCustomer, other than any taxes imposed on Keelvar’s net income. To the extent that Keelvar is required by law to pay any such taxes duties or other charges to any governmental or regulatory authority, Keelvar may invoice Customer forsuch taxes, duties, or other charges and Customer will pay such invoiced amounts in accordance with this Agreement.
6.5. For the avoidance of doubt, while Keelvar will use all reasonable efforts to comply with Customer’s standard billing procedures (for example, purchase order procedures), Keelvar’s invoices must nevertheless be paid within the time period set out in Section 6.2.
7.1. Subject to earlier termination as provided below, this Agreement is for the InitialService Term (as set out in the Order) comprising all periods as specified in the Order and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (each a “Service Term” and collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the Service Term. After the Initial Service Term, fees for renewal periods will increase as agreed between the parties.
7.2. In addition to any other remedies it may have, either party may also terminate thisAgreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within the thirty(30) day period. Customer shall pay all Fees accrued up to the effective date of termination. However, if Supplier terminates due to Customer’s material breach or non-payment, all Fees committed for the remainder of the then-current Term shall become immediately due and payable.
7.3. On termination of this Agreement, for any reason: (i) Customer shall immediately pay to Keelvar all of Keelvar’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Keelvar may submit an invoice which shall be payable immediately upon receipt;(ii) Customer shall, upon the request of Keelvar, forthwith return to Keelvar all documents, information and materials provided by Keelvar relating to theServices; and (iii) Keelvar shall, either delete data previously provided to it by Customer or, if requested by Customer, make such data available for electronic retrieval by Customer.
7.4. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality and indemnity obligations, disclaimers and limitations of liability.
8.1. Customer acknowledges, agrees and undertakes that: (i) Keelvar provides a software tool to facilitate Events; (ii) Customer shall be solely responsible for ensuring that Users use the Services strictly in accordance with the terms and conditions of this Agreement and shall be responsible for any User’s breach of this Agreement; (iii) the actions of Customer and any Bidder or other third party are outside the control of Keelvar; (iv) Keelvar takes no responsibility for any third party data or contracts relating to any Event and that this is a matter strictly between Customer and its selected Bidders; (v) any Event and any associated materials in respect of Events are provided on the instruction of Customer and are not and do not include representations, actions or statements of Keelvar and are not binding on Keelvar; (vi) Keelvar is not an agent of the Customer and acts exclusively as a platform provider ; and (vii) Keelvar has no liability in connection with any relationship between any Bidder and Customer formed as a result of an Event.
8.2. Customer 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) any third party claims arising from Customer’s acts or omissions during an Event or any part thereof or any information provided byCustomer; (ii) any contracts entered into by Customer as a result of the use of the Software or Services; (iii) Customer’s unauthorized use of the Services and (iv) claims alleging that use of the Input Material infringes the rights of, or has caused harm to, a third party provided Customer is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and settlement
9.1. Keelvar undertakes and warrants that (i) it shall 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 (ii) Professional Services shall be performed in a professional and workmanlike manner in accordance with industry standards and (iii) the SaaS Services shall comply with applicable law and confirm in all material respects with the Documentation during the Term.
9.2. KEELVAR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES ITMAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES NOR THAT THE SERVICES WILL MEET CUSTOMER’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.
10.1. 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.
10.2. EXCEPT AS PROVIDED BELOW, KEELVAR’S TOTAL LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING UNDER OR IN ANY WAY CONNECTED WITH THIS AGREEMENT SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE FEES PAID BY CUSTOMER TO KEELVAR UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO LIABILITY UNDER THE AGREEMENT.
10.3. The exclusions and limitations of liability set forth above shall not apply to, limit or exclude either party’s liability for: (i) death or personal injury caused by its negligence (including the negligence of its employees, agents and sub-contractors); (ii) breaches of confidentiality and indemnity obligations or (iii) wilful misconduct or fraud or any other liability which cannot be excluded or limited under applicable law.
11.1. 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 Ireland.
11.2. The parties irrevocably agree that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims.
11.3. The parties shall attempt to resolve any dispute arising out of or relating to this contract through negotiations between senior executives of the parties, who have authority to settle the same. If the matter is not resolved by negotiation within thirty (30) days of receipt of a written ‘invitation to negotiate’, the parties will attempt to resolve the dispute in good faith by referring the dispute to mediation by an independent person. Unless otherwise agreed between the parties, the mediator will be nominated by the President of the Law Society of Ireland. If the matter is not resolved through mediation, either party may then refer the dispute to the courts.
12.1. Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
12.2. Either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its business or assets, provided the assignee assumes all obligations under this Agreement. Otherwise, assignment requires the other party’s prior written consent, not to be unreasonably withheld.
12.3. Entire Agreement: This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
12.4. No Partnership: No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Keelvar in any respect whatsoever.
12.5. Notices: All notices under this Agreement 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 recognized overnight delivery service; and upon receipt, if sent by registered post.
12.6. Press Release: Within ninety (90) days of the Order Effective Date, both parties will work together in good faith to discuss collaborating on a mutually agreed press release. Customer will also reasonably support Keelvar as a reference. Customer also agrees that: (i) Keelvar may use customer company logo on its website; (ii) Customer’s name may appear in Keelvar’s standard press boilerplate; and (iii) Customer will consider promotional activities such as webinars, testimonials, media interviews or case studies on mutual agreement.
12.7. Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) under this Agreement due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protest, riot, civil commotion, fire, explosion, flood, epidemic. lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that if the event in question continues for a continuous period in excess of thirty (30) days, either party shall be entitled to give notice in writing to the other to terminate this Agreement.
“Affiliate” means any party that, directly or indirectly, controls, is controlled by or is under direct or indirect common control with Customer. For this purpose, the term “control” shall mean the ownership, directly or indirectly, of more than fifty (50%) of the equity interests of Customer.
“Bidder(s)” means any third party invited, permitted or otherwise enabled by Customers or Users to participate in Events.
“Documentation” means the product information set out in the Keelvar support portal here https://support.keelvar.com/
“Events” mean either autonomous sourcing events or sourcing optimizer events as further detailed in the Documentation. Events may be self service or managed events and must be used during the Service Term and do not carry forward to the next Service Term.
“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.
“Spend” means the aggregate amount of spend associated with any live, published Event (excluding test events) on the Keelvar platform for the Term as set out in the Order.
“Usage Limits” means the scope and usage limits set out in the
applicable Order, if any. Usage Limits may include limits relating to
the number of Events, Users, Spend or categories of Spend.
“Users” means any individuals authorised by Customer to access and use the Services under the Customer’s account including employees and agents of Customer. Where an Order specifies a seat limit, user licenses may be changed or reallocated to new Users due to reorganisation only, a maximum of twice per user license per annum.
(Services and SLA)
Part 1 - Services
Keelvar is the only eSourcing tool that combines advanced sourcing optimization, automation and rate management capabilities in one tool, designed to address the pressure on procurement teams to do more with less.The platform supports features such as RFx / reverse auctions, scenario modelling, conditional bidding, workflow automation, and integrated APIs. Its design emphasizes usability (no code required), supplier flexibility, and intelligent reasoning using AI.
Part 2 - Service Level Agreement
Keelvar offers a Service Level Agreement for its SaaS products which can be found at https://www.keelvar.com/legal/service-level-agreement
(Support Terms)
General Support and Help Desk
• Remote training for Customer.
• Help Desk (outside operation centre)Availability (Telephone & Email Support) for Customer eSourcing initiators and Bidders during the hours of 7:00am-10:00pm GMT (BST when Daylight Savings Time applies).
Help Desk and Operations Centre Support
Unless otherwise communicated, the following should be used to contact Helpdesk/Operations Centre:
Email: support@keelvar.com
Online (registration necessary): https://support.keelvar.com/hc/en-us
Software Maintenance and Upgrade Services
Keelvar shall provide an update on the investigation, resolution or escalation or the support ticket within the response times set out in Table 1 below. Keelvar shall categorize support tickets based on the business impact of the incident or question to Customer using the priority levels described in Table 1 below.
