Terms of Service

2.1 Contract documents

Your agreement with KEYVERA consists of these Terms, the applicable Order, the Applicable Policies, the Privacy Policy, and any other document that expressly states that it forms part of the agreement. If a separately signed agreement conflicts with these Terms, the separately signed agreement controls for the subject matter of that conflict. A separately signed Service Level Agreement controls only the service levels it expressly covers.

2.2 Acceptance

You accept these Terms when you affirmatively agree to them through an Account-registration, checkout, Order, or other acceptance flow. After that acceptance, creating or using an API Key, purchasing Prepaid Balance, placing an Order, or continuing to use a Service is governed by the version of the Terms applicable to your Account. Merely visiting a public webpage does not by itself create a paid-service agreement.

Where applicable law requires separate or more specific consent, including consent concerning immediate performance during a consumer withdrawal period, KEYVERA will request that consent separately.

2.3 Authority

If you accept these Terms for a company or other organisation, you represent that you have authority to bind that organisation. In that case, “you” includes the organisation.

2.4 Eligibility

You must be at least 18 years old and legally capable of entering into a binding agreement. You may not use the Services if applicable law prohibits you from receiving them or if KEYVERA has previously suspended or terminated you for a serious violation and has not authorised renewed access.

3.1 Service description

KEYVERA provides technical access to supported AI models and related functionality described in the Documentation and applicable Order. The exact models, model groups, API formats, rate limits, features, locations, and usage units available to you depend on your Account, plan, API Key, and the then-current Documentation.

3.2 Model selection and routing

You are responsible for selecting an available model or model group in the manner described in the Documentation. KEYVERA does not promise that another model will automatically replace, receive, or complete a request when the selected model is unavailable unless that behaviour is expressly documented and enabled for your Account.

3.3 Third-party models

AI models made accessible through the Services may be developed, hosted, or operated by Upstream Providers. Provider names, model names, and trademarks belong to their respective owners. Unless expressly stated otherwise, KEYVERA is not affiliated with, endorsed by, or sponsored by an Upstream Provider.

3.4 Changes to the Services

AI models and provider services change frequently. KEYVERA may add, update, restrict, replace, suspend, or discontinue a model, model version, feature, API format, or integration. Where reasonably practicable, KEYVERA will provide advance notice of a material change that adversely affects a paid Service. Advance notice may not be possible when a change is required by an Upstream Provider, law, security risk, emergency, or event outside KEYVERA’s reasonable control.

Changes affecting Consumers remain subject to mandatory consumer law and Section 22.

3.5 Preview and beta functionality

Functionality identified as preview, beta, experimental, early access, or evaluation may be incomplete, may change without notice, and may be withdrawn. Unless mandatory law provides otherwise, preview functionality is not intended for production or safety-critical use and is not covered by any service commitment unless expressly stated in writing.

4.1 Accurate information

You must provide accurate, current, and complete Account and billing information and keep it updated. KEYVERA may request information reasonably necessary to verify identity, authority, payment ownership, tax status, or compliance with law.

4.2 Account security

You are responsible for maintaining the confidentiality of Account credentials and API Keys, restricting access to authorised users, and using reasonable security measures appropriate to your use. Do not embed an API Key in public source code, client-side code, public repositories, screenshots, support posts, or other locations accessible to unauthorised persons.

4.3 Activity through your Account

You are responsible for activity performed through your Account or API Keys to the extent caused or authorised by you or your failure to use reasonable security measures. This does not make a Consumer responsible for unauthorised activity caused by KEYVERA’s breach or another matter for which the Consumer is not legally responsible.

4.4 Security notification

Notify KEYVERA without undue delay if you suspect that an Account or API Key has been compromised. KEYVERA may revoke, rotate, or temporarily disable credentials where reasonably necessary to protect the Services or affected users.

4.5 No unauthorised transfer or resale

You may not sell, lease, sublicense, publish, share outside your authorised team, or otherwise transfer an Account or API Key without KEYVERA’s written permission. This restriction does not prohibit a Business Customer from allowing its employees and authorised contractors to use the Services on its behalf under its control.

6.1 Your Customer Content

As between you and KEYVERA, you retain any rights you hold in Customer Content. You represent that you have all rights, permissions, notices, consents, and lawful bases necessary for KEYVERA and relevant Upstream Providers to process Customer Content as required to provide and protect the Services.

6.2 Limited processing permission

You grant KEYVERA a worldwide, non-exclusive, limited right to host, reproduce, transmit, format, and otherwise process Customer Content only as reasonably necessary to:

• provide and operate the Services;
• send a request to the model or Upstream Provider you select;
• maintain security, prevent abuse, troubleshoot, and enforce these Terms;
• comply with law and valid legal process; and
• perform other processing described in the Privacy Policy, applicable Order, or data processing agreement.

This permission ends when it is no longer reasonably necessary for those purposes, subject to lawful retention, backups, dispute preservation, and the Privacy Policy.

6.3 Responsibility for Customer Content

You are responsible for Customer Content and for determining whether the Services and relevant Upstream Provider are appropriate for it. Do not submit regulated, highly sensitive, or confidential information unless you have verified that the applicable Service, provider terms, security measures, and contractual arrangements are suitable and that you are legally authorised to do so.

6.4 Rights in Output

As between you and KEYVERA, KEYVERA does not claim ownership of Output solely because it was returned through the Services. Your ability to own, protect, publish, or commercially use Output may depend on applicable law, the nature of the Output, third-party rights, and applicable Upstream Provider terms. KEYVERA does not transfer rights that it does not possess.

6.5 Non-unique Output

AI systems may generate identical or similar output for different users. Output generated for you may not be unique, and these Terms do not give you rights in output generated independently for another user.

6.6 Feedback

If you voluntarily provide ideas, suggestions, or feedback about the Services, you grant KEYVERA a perpetual, worldwide, royalty-free right to use that feedback without restriction or payment, provided KEYVERA does not publicly identify you as its source without permission.

7.1 Probabilistic output

AI-generated Output is probabilistic and may be inaccurate, incomplete, outdated, misleading, biased, offensive, insecure, non-unique, or unsuitable for your intended purpose. Model performance may differ across languages, prompts, versions, and contexts.

7.2 Required review

You are responsible for reviewing, testing, and validating Output before relying on, publishing, deploying, or acting on it. You must apply appropriate human oversight and independent verification proportionate to the potential consequences of its use.

7.3 No professional advice

The Services and Output do not constitute legal, medical, financial, accounting, employment, safety, or other professional advice. You must obtain qualified professional advice where appropriate.

7.4 High-impact and regulated use

You are responsible for determining whether your use is subject to rules governing automated decision-making, artificial intelligence, consumer protection, employment, credit, insurance, healthcare, education, law enforcement, biometric data, critical infrastructure, or another regulated field. Access to a model through KEYVERA does not mean that the model or your use complies with those requirements.

7.5 No guarantee of non-infringement

KEYVERA does not guarantee that Output is free from third-party material or that your use of Output will not infringe another person’s rights. You are responsible for appropriate review, attribution, permissions, and risk controls.

8.1 Privacy Policy

KEYVERA processes personal data as described in its Privacy Policy, available at https://keyvera.cloud/en/privacy/. The Privacy Policy explains relevant purposes, lawful bases, recipients, retention practices, international transfers, and individual rights.

8.2 Upstream processing

Providing a selected model may require KEYVERA to transmit Customer Content and related technical information to an Upstream Provider. Provider-specific data handling may differ. You must review the applicable information in the Documentation, Privacy Policy, and identified provider terms before using a model for sensitive or regulated data.

8.3 Business data processing

Where KEYVERA processes personal data on behalf of a Business Customer and applicable law requires a data processing agreement, the parties will enter into an appropriate data processing agreement before the relevant processing begins. Business Customers may review the DPA request process and contact KEYVERA before submitting personal data.

8.4 Security measures

KEYVERA will use reasonable technical and organisational measures appropriate to the nature of the Services and risk. No internet service is completely secure or immune from interruption, vulnerability, or unauthorised activity. You remain responsible for securing your own systems, endpoints, credentials, configurations, backups, and use of Output.

8.5 Security updates for Consumers

Where mandatory consumer law requires security or other updates necessary to keep a digital service in conformity, KEYVERA will provide or make available those updates for the required period. A Consumer must install or apply an update within a reasonable time when failure to do so would cause the issue and KEYVERA has provided the required notice and instructions.

9.1 Prices

Prices and applicable units are shown in the pricing information, Account, checkout, or Order before purchase or use. Unless stated otherwise, payments are charged in euros. Prices may differ by model, model version, input, output, media type, request type, context, caching treatment, provider, plan, or other usage dimension disclosed in the pricing information.

9.2 Usage measurement

Billable Usage is calculated using KEYVERA’s usage records and, where applicable, records supplied by an Upstream Provider. Measurements may include tokens, characters, images, audio duration, requests, compute time, storage, or other disclosed units. Reasonable rounding rules may apply where shown in the pricing information or Documentation.

9.3 Billing questions

You should report a suspected billing error promptly through the available support channel and provide enough information to investigate it. Business Customers must normally report billing disputes within 30 days after the relevant charge or statement. This 30-day period does not limit a Consumer’s mandatory rights.

9.4 Taxes

Prices will state whether applicable VAT or other taxes are included. You are responsible for taxes, duties, levies, or assessments that the law requires you to pay, excluding taxes imposed on KEYVERA’s net income. Business Customers must provide accurate VAT and tax-residency information. Reverse-charge treatment applies only where legally available and supported by valid information.

9.5 Price changes

KEYVERA may change usage-based prices prospectively. The price in effect when a request is submitted applies to that request, unless an Order expressly provides otherwise. KEYVERA will not apply a new price retroactively to completed usage. Where reasonably practicable, KEYVERA will give advance notice of material price changes, but immediate changes may be necessary because of an Upstream Provider change, tax, exchange-rate event, law, or obvious pricing error.

Subscription price changes are governed by Section 12 and Section 22.

10.1 Payment authorisation

When you provide a payment method, you authorise KEYVERA and its payment processor to charge the amounts shown at checkout or in the Order, including applicable taxes and recurring charges you have expressly accepted.

10.2 Payment processors

Payments may be processed by a third-party payment provider under its own terms and privacy notice. KEYVERA may receive payment status, account identifiers, fraud signals, and limited payment information but does not necessarily receive or store complete card details.

10.3 Failed payments and chargebacks

KEYVERA may restrict purchases or suspend paid access following a failed, reversed, disputed, fraudulent, or unauthorised payment. Before initiating a chargeback, contact KEYVERA so that a genuine billing issue can be investigated. Nothing in this clause limits a lawful chargeback or other mandatory payment right.

10.4 Invoices and receipts

KEYVERA will make invoices or transaction records available where required by law or stated in the applicable purchase flow. You are responsible for keeping billing and tax information accurate.

11.1 Nature of Prepaid Balance

Prepaid Balance is a contractual service credit that may be used only to purchase eligible KEYVERA Services. It is not a bank account, payment account, savings product, investment, or deposit. It does not earn interest and is not intended for making payments to third parties.

11.2 No expiration

Cash-funded Prepaid Balance does not expire while the Account exists. KEYVERA will not remove cash-funded Prepaid Balance merely because the Account has been inactive.

Promotional Credit is not Prepaid Balance and may be subject to separate eligibility or expiration terms clearly disclosed when it is granted.

11.3 No transfer

Prepaid Balance is personal to the Account and may not be sold, transferred, exchanged between unrelated Accounts, pledged, or used as a means of payment outside the Services. KEYVERA may permit an internal transfer between workspaces controlled by the same verified customer, but is not required to do so.

11.4 Consumption

Billable Usage is deducted from available Subscription allowance, Prepaid Balance, or another applicable payment source according to the Order and then-current pricing rules. Access may be limited when insufficient balance is available.

11.5 Reconciliation

Because usage records may be received or reconciled after a request completes, the displayed balance may occasionally be delayed. KEYVERA may correct a demonstrable metering or accounting error. KEYVERA will not knowingly charge for usage that did not occur, and Consumers retain all mandatory rights concerning incorrect charges.

12.1 Subscription details

If KEYVERA offers Subscriptions, the checkout or Order will identify the billing period, price, included model group or service, included usage or allowance, renewal terms, applicable usage rates, and any overage or pay-as-you-go treatment.

12.2 Renewal

A Subscription renews automatically only if automatic renewal is clearly disclosed and you expressly agree to it. You authorise the recurring charge shown in the Order until you cancel. KEYVERA will provide any renewal reminders required by applicable law.

12.3 Cancellation

You may cancel a Subscription through the Account or another method provided by KEYVERA. Unless the Order or mandatory law provides otherwise, cancellation stops future renewal and takes effect at the end of the current paid billing period. Cancellation does not remove available Prepaid Balance.

12.4 Model-family changes

A Subscription may apply to a defined model family or group rather than every supported model. The applicable Order and Documentation identify the included models or group. Other supported models may remain available through pay-as-you-go access if you have sufficient Prepaid Balance.

If an included model is materially changed or removed during a paid period, KEYVERA may provide a reasonably comparable replacement, an adjustment, cancellation, or another remedy appropriate to the circumstances. Consumers retain their mandatory conformity and termination rights.

12.5 Subscription price changes

KEYVERA will provide reasonable advance notice of a Subscription price increase and will not apply it before the next renewal permitted by that notice. A Consumer may cancel before the new price takes effect. An Order may provide stronger price protection.

12.6 Refunds for paid periods

Except where required by law, stated in an Order, or expressly approved by KEYVERA, Subscription fees for a billing period that has begun are not automatically refundable. This clause does not limit the statutory withdrawal rights in Section 14 or remedies for a non-conforming digital service.

17.1 KEYVERA property

KEYVERA and its licensors own the Services, including software, APIs, designs, documentation, trade names, logos, and other material created by or for KEYVERA, excluding Customer Content, Output, and third-party material.

17.2 Limited licence

Subject to these Terms and payment of applicable fees, KEYVERA grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the agreement to access and use the Services for your lawful internal, personal, or business purposes. Business Customers may permit authorised personnel and contractors to use the Services on their behalf under their responsibility.

17.3 Restrictions

Except where applicable law expressly permits and does not allow contractual restriction, you must not copy, modify, distribute, sell, lease, reverse engineer, decompile, attempt to derive source code from, or create a competing service from non-public parts of the Services. You may not remove proprietary notices or use KEYVERA branding in a manner that suggests sponsorship or endorsement without permission.

17.4 Third-party material

Third-party software, models, and content may be governed by separate licences or terms. Those terms control the relevant third-party material where applicable.

18.1 Grounds for suspension

KEYVERA may restrict or suspend all or part of an Account where reasonably necessary because of:

• a suspected security compromise;
• illegal, abusive, fraudulent, or prohibited use;
• a material or repeated violation of these Terms or an Applicable Policy;
• insufficient balance, non-payment, chargeback, or payment fraud;
• an Upstream Provider restriction affecting the Account or selected model;
• a legal, regulatory, sanctions, or court requirement;
• a risk of material harm to KEYVERA, another customer, an Upstream Provider, or the Services; or
• an emergency requiring immediate protective action.

18.2 Notice and opportunity to respond

Where reasonably practicable and legally permitted, KEYVERA will explain the reason for suspension and provide an opportunity to correct or contest it. Immediate suspension may occur without advance notice where delay would create material security, legal, financial, or safety risk.

18.3 Scope and duration

KEYVERA will seek to limit a suspension to the affected Account, key, model, feature, or activity and to the period reasonably necessary to address the issue. This does not require KEYVERA to restore access where the underlying issue continues or restoration would violate law or an Upstream Provider requirement.

18.4 Effect on payment

Suspension does not erase valid charges incurred before suspension. Treatment of unused Prepaid Balance is governed by Section 13, Section 19, and mandatory law.

19.1 Termination by you

You may stop using the Services at any time and may request Account closure through the Account or an available support channel. Cancelling a Subscription and closing an Account are separate actions unless the interface clearly states otherwise.

If you request closure with unused cash-funded Prepaid Balance, KEYVERA may disable Billable Usage immediately and process the eligible refund after the 14-day inactivity and verification requirements in Section 13 are satisfied. Statutory withdrawal rights are not delayed by this clause.

19.2 Termination by KEYVERA for cause

KEYVERA may terminate an Account for a material or repeated breach, unlawful use, fraud, serious security risk, non-payment, sanctions restriction, or where continued service would violate law or an Upstream Provider requirement. Where the issue can reasonably be cured, KEYVERA will ordinarily provide notice and a reasonable opportunity to cure before termination.

19.3 Termination by KEYVERA without cause

KEYVERA may discontinue an Account or Service without customer fault by providing reasonable notice. In that case, KEYVERA will refund eligible unused cash-funded Prepaid Balance and any legally required portion of prepaid Subscription fees without imposing the voluntary inactivity period where KEYVERA’s termination makes that period inappropriate.

19.4 Remaining balance after termination for cause

Termination for cause does not automatically forfeit unused cash-funded Prepaid Balance. KEYVERA may offset amounts that are lawfully due, already consumed, reversed, charged back, or subject to a valid claim, and may delay a refund while a lawful fraud, sanctions, payment-ownership, or legal investigation is pending. Any remaining eligible amount will be handled under Section 13 and applicable law.

19.5 Effect of termination

On termination, your right to use the affected Services ends and API Keys may be revoked. You remain responsible for valid charges incurred before termination. KEYVERA will handle personal data and Customer Content in accordance with the Privacy Policy, applicable data processing agreement, and law.

19.6 Survival

Provisions that by their nature should survive termination remain effective, including provisions concerning accrued payment obligations, intellectual property, confidentiality, disclaimers, liability, indemnification, disputes, and general contractual interpretation.

20.1 Consumers

If you are a Consumer, KEYVERA is responsible for supplying the Services in conformity with the contract and for providing the remedies required by applicable consumer law. Nothing in these Terms excludes or limits a warranty, remedy, consumer right, or liability that cannot lawfully be excluded or limited.

20.2 Business Customers

To the maximum extent permitted by law, the Services, Documentation, third-party models, and Output are provided to Business Customers “as is,” “as available,” and on a best-efforts basis. Except for an express commitment in a signed agreement, KEYVERA disclaims all express, implied, statutory, and other warranties, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted or error-free operation.

20.3 No output warranty

To the maximum extent permitted by law, KEYVERA does not warrant that Output will be accurate, complete, current, safe, lawful, unique, non-infringing, or suitable for a particular decision, workflow, or result.

20.4 Third-party services

KEYVERA does not control every aspect of an Upstream Provider’s service and does not guarantee an Upstream Provider’s continued operation, model behaviour, retention practice, policy, capacity, or compliance. This clause does not excuse KEYVERA from responsibility for its own obligations or conduct where liability cannot lawfully be excluded.

21.1 Liability that is never excluded

Nothing in these Terms excludes or limits liability to the extent exclusion or limitation is prohibited by law, including liability for fraud, fraudulent misrepresentation, wilful misconduct, gross negligence where it cannot be limited, or death or personal injury caused by negligence where applicable.

21.2 Consumers

For Consumers, KEYVERA is responsible for loss that is a foreseeable result of KEYVERA’s breach of these Terms or failure to use legally required care. KEYVERA is not responsible for loss caused by your unlawful use, failure to follow reasonable instructions, unauthorised modification, or another event for which KEYVERA is not legally responsible.

If you use the Services as a Consumer, KEYVERA is not responsible for business losses, including loss of profit, revenue, business opportunity, goodwill, or business interruption. Mandatory consumer remedies and liability rules remain unaffected.

21.3 Business Customers — excluded losses

To the maximum extent permitted by law, KEYVERA will not be liable to a Business Customer for indirect, incidental, special, exemplary, punitive, or consequential loss, or for loss of profit, revenue, anticipated savings, business opportunity, goodwill, data, or business interruption, even if informed that such loss was possible.

21.4 Business Customers — liability cap

To the maximum extent permitted by law, KEYVERA’s total aggregate liability to a Business Customer arising out of or relating to the Services, these Terms, and all related Orders will not exceed the total fees actually paid by that Business Customer to KEYVERA during the 12 months immediately preceding the event giving rise to the first claim.

The cap does not apply to liability that cannot lawfully be limited or to a higher amount expressly agreed in a signed Order.

21.5 User-controlled risks

To the maximum extent permitted by law, KEYVERA is not responsible for loss resulting from:

• reliance on unreviewed or unverified Output;
• your Customer Content, prompts, configurations, model selection, or deployment decisions;
• disclosure or misuse of an API Key caused by your failure to protect it;
• use contrary to the Documentation, Applicable Policies, or law;
• a change made by you or a third party to Output or the Services; or
• failure to maintain appropriate backups, monitoring, fallback plans, human oversight, or security controls for your workload.

This Section does not exclude loss caused by KEYVERA’s own breach where exclusion would be unlawful.

22.1 Changes to these Terms

KEYVERA may update these Terms for a valid reason, including a change in law, regulation, security risk, Service functionality, Upstream Provider requirement, billing model, or business operation.

For a material change affecting an existing customer, KEYVERA will provide clear notice in a durable form, such as email or an Account notice that can be saved, within a reasonable period before the change takes effect. The notice will provide the updated Terms, not merely state that they changed. An urgent legal or security change may take effect sooner where reasonably necessary.

22.2 Consumer protections for modifications

A modification affecting a Consumer is permitted only to the extent allowed by applicable law. Where law requires a valid contractual reason, advance notice, a right to terminate, or continued access without additional cost, KEYVERA will provide that protection.

22.3 Rejecting updated Terms

If you do not agree to an update, you must stop using the affected Service before the update takes effect and may close the Account. KEYVERA will handle remaining eligible Prepaid Balance under Section 13 and mandatory law. Continued use after the effective date constitutes acceptance only where that method of acceptance is legally valid and KEYVERA gave adequate notice.

22.4 No retroactive pricing

KEYVERA will not retroactively apply a new usage price to completed Billable Usage. Subscription price changes apply only as described in Section 12.

24.1 Confidential information

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It does not include information that the recipient can demonstrate was lawfully known without restriction, becomes public without breach, is received lawfully from another source without duty, or is independently developed without use of the discloser’s information.

24.2 Duties

The recipient will use Confidential Information only to perform or receive the Services, protect it using at least reasonable care, and disclose it only to personnel, professional advisers, contractors, and Upstream Providers who need it for that purpose and are subject to appropriate confidentiality duties.

24.3 Required disclosure

The recipient may disclose Confidential Information where required by law or valid legal process. Where legally permitted, the recipient will give reasonable advance notice and assistance so the discloser may seek protective treatment.

24.4 Relationship to data protection

This Section does not replace the Privacy Policy or an applicable data processing agreement and does not authorise submission of data for which the Services are not appropriate.

26.1 Complaints and informal resolution

You may submit a complaint through the support channel made available in your Account or by email to legal@keyvera.cloud. Include the Account email address, relevant transaction or request information, a clear description of the issue, and the resolution requested. KEYVERA aims to acknowledge a properly submitted complaint within two business days and provide a substantive response within 14 calendar days. If more time is reasonably required, KEYVERA will explain the reason and expected response date.

Before starting formal proceedings, you and KEYVERA should attempt in good faith to resolve the matter through this process. This informal step does not prevent either party from seeking urgent interim relief, contacting a competent authority, or complying with a mandatory complaint or limitation period.

26.2 Governing law

These Terms and the agreement are governed by the laws of the Netherlands, without regard to conflict-of-law rules.

If you are a Consumer, this choice of law does not deprive you of mandatory protections provided by the law of your country of habitual residence where those protections apply regardless of the chosen law.

26.3 Courts for Business Customers

For Business Customers, the courts competent for Amsterdam, The Netherlands, have exclusive jurisdiction over disputes arising from or relating to these Terms, the Services, or an Order, except where a separately signed agreement states otherwise or mandatory law requires another forum.

26.4 Courts for Consumers

A Consumer may bring or defend proceedings in any court that has jurisdiction under applicable consumer and procedural law. Nothing in these Terms requires a Consumer to waive a mandatory right to use the courts of their place of residence.

26.5 Mandatory dispute mechanisms

Nothing in this Section restricts access to a regulator, consumer authority, statutory alternative-dispute mechanism, or other body where such access cannot lawfully be excluded.

27.1 Notices

KEYVERA may send operational and contractual notices to the email address associated with your Account, through the Account, or by another contact method you provided. You are responsible for keeping contact information current.

Formal legal notices to KEYVERA must be sent to legal@keyvera.cloud and should also identify the sender, Account, subject, and requested response. Notices involving litigation must be served in the manner required by applicable law.

27.2 Assignment

You may not assign or transfer the agreement without KEYVERA’s prior written consent, except that a Business Customer may assign it as part of a merger or sale of substantially all relevant assets if the assignee is not a competitor, is legally permitted to receive the Services, and agrees in writing to the agreement.

KEYVERA may assign the agreement as part of a merger, reorganisation, financing, or sale of business or assets, provided the assignment does not reduce a Consumer’s mandatory rights. KEYVERA will give notice where required by law.

27.3 No partnership or agency

The agreement does not create a partnership, joint venture, employment, fiduciary, franchise, or agency relationship between you and KEYVERA.

27.4 No third-party beneficiaries

Except as expressly stated, the agreement does not give rights to a person who is not a party to it.

27.5 Severability

If a provision is held invalid or unenforceable, it will be enforced to the maximum lawful extent or, where necessary, removed. The remaining provisions continue in effect. For Consumers, a court’s treatment of an unfair term is governed by mandatory law and will not be replaced in a manner that deprives the Consumer of statutory protection.

27.6 No waiver

A failure or delay in enforcing a provision is not a waiver. A waiver must be clear and applies only to the specific circumstance for which it is given.

27.7 Entire agreement

The contract documents identified in Section 2 form the entire agreement concerning the Services and replace prior discussions or understandings on the same subject. This clause does not exclude liability for fraud or a representation that cannot lawfully be excluded.

27.8 Headings

Headings and the plain-language summary are for convenience. If they conflict with the operative wording, the operative wording controls, subject to rules requiring consumer terms to be interpreted clearly and fairly.

27.9 Language

KEYVERA may make these Terms available in multiple languages. A translation provided to a Consumer will be interpreted consistently with the version the Consumer accepted and with mandatory consumer law. A Business Customer’s Order may identify a controlling language.