These Terms are effective from seven (7) days of 24.05.2018 or seven (7) days from notification by us to you of them, whichever is the earlier. These Terms set out your legal rights and obligations when using the KITE Business Service (as defined below). Your acceptance of these Terms is a condition of our agreeing to allow you to use the KITE Business Service. If you do not agree to be bound by all of these Terms, do not access or use the KITE Business Service.
In this Agreement, unless the context otherwise requires:
Additional Charges means those additional charges payable in respect of the provision of the Additional Services, as agreed in writing from time to time.
Additional Services means any services provided by us to you that are outside of the scope of the KITE Business Service or the services to be provided by us under these Terms, as agreed in writing from time to time.
Affiliate means with respect to a Party, any other person controlling, controlled by, or under common control with, such Party, for only so long as such control exists. For these purposes, “control” shall refer to: (i) the possession, directly or indirectly, of the power to direct the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, or (ii) the ownership, directly or indirectly, of more than 50 percent (50%) of the voting securities or other ownership interest of a person;
API means application programming interface.
Controller, processor, data subject, personal data and processing shall have the meanings ascribed to them in the Data Protection Legislation.
Personal Data means any personal data which may be supplied by You and/or your Affiliates to Kite under the Agreement and/or which Kite (and/or any Sub-Processor) processes on Your and/or your Affiliates behalf;
Data Protection Legislation means all laws relating to the processing of personal data, privacy and security, including, without limitation, the EU Data Protection Directive 95/46/EC (as will be superseded by the EU General Data Protection Regulation 2016/679 (“GDPR”)), the EU Privacy and Electronic Communications Directive 2002/58/EC, as implemented in each jurisdiction, and all amendments, or all other applicable international, regional, federal or national data protection laws, regulations and regulatory guidance.
Dispatch Confirmation means confirmation that a Product has been dispatched for delivery.
End Customer means the end user who places an order for your Product(s) via your website that constitutes an Order.
Event Outside Of Our Control means an event as particularised in Clause 13.2.
Fulfil means the manufacture and delivery of a Product in accordance with the relevant Order.
Intellectual Property Rights means any patents, trade marks, domain names, design rights, moral rights, topography rights, rights in databases, rights in software, copyrights, inventions, trade secrets and other confidential information, know how, business or trade names, get up, and all other intellectual property and neighbouring rights and rights of a similar or corresponding character in any part of the world (whether or not registered or capable of registration) and all applications and rights to apply for or for the protection of any of the foregoing, including any renewals or extensions.
KITE API means our proprietary application programming interface comprising the KITE Business Service as particularised in Clause 4.1.
KITE Business Service Account means the account designated to you for the purpose of effecting the KITE Business Service.
Losses means liabilities, losses, demands, damages, costs, claims, penalties, fines, amounts paid in settlement, encumbrances, reasonable expenses (including fees), interest, financing costs, charges or penalties, court costs, disbursements, reasonable legal fees and other professional costs.
Order means the purchase of a Product (or Products) by an End Customer that engages the Kite Business Service.
Order Cap means the cumulative value of the Orders that have been Fulfilled up to a value in US dollars (or other agreed currency) as agreed by us and you from time to time.
Order Cap Period means the period over which the Order Cap is reached (or, if applicable, exceeded) calculated from nil value until when the Order Cap has been reached and which shall reset to nil at that point and a new Order Cap Period shall commence.
Process and Processing have the meaning set out in the Data Protection Act 1998 and, from 25 May 2018, the General Data Protection Regulations (Regulation (EU) 2016/679).
Product means a product incorporating your User Content and Templates that are made available to Order via the Kite Business Service including any and all tangible products made available by us through the KITE Business Service.
SDK means software development kit.
Security Breach means any security breach relating to: (a) Personal Data reasonably determined by us to be sufficiently serious or substantial to justify notification to the Information Commissioner’s Office or other relevant supervisory authority in accordance with the Data Protection Laws; or (b) Personal Data reasonably determined by us to be sufficiently serious or substantial to give rise to a material risk of litigation by third parties affected by the breach.
Sub-Processor means any person or entity which is not a Party to this Agreement and which is engaged by Kite to perform any or all of its obligations under the Agreement, including for the avoidance of doubt, an Affiliate of Kite.
Templates means any templates that are used in conjunction with the KITE APIs.
User Content means any data, text, files, information, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials that you submit, post or display on or via the KITE Business Service.
VAT means value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.
Website means your website with which the KITE Business Service interfaces and through which Orders can be placed.
Wholesale Price means the wholesale price of a Product (inclusive of VAT, where applicable) as notified by us to you and as amended from time to time. The currency for the Wholesale Price shall be at our discretion.
you means the person using the KITE Business Service in accordance with these Terms and for the purposes noted therein.
As used in these Terms (unless the context otherwise requires):
These Terms govern the use of the KITE Business Service offered by Kite Tech Ltd, trading as Kite.ly, (“Company” and “we” and “us”). We are registered in England and Wales under company number 9150770 and have our registered office at C/O Canon Europe Limited 3 The Square Stockley Park, Uxbridge, England, UB11 1ET.
We may revise these Terms at any time by amending this page. Please check this page from time to time to take notice of any changes we made, as they are binding on you for any use of the KITE Business Service following the date of posting the revised Terms on this page. Your use of the KITE Business Service after we post a change will constitute your acceptance of and agreement to the amended Terms. Therefore, you should frequently review these Terms and the connected documents to see if they have been changed.
How an Order is placed
Quality of the Products
Using our payment system to process your End Customer or client’s Product orders