PURCHASE TERMS AND CONDITIONS FOR KEEP
Please read these terms and conditions carefully (the Terms) as they apply to the sale and supply of Goods, Software and Services to you by us Keep Stick. Keep Stick is a trading and brand name of The Broadband Computer Company Limited (BCCL), Company Number 5408252, with our Registered Office at 3rd Floor, Citygate, St James’ Boulevard, Newcastle Upon Tyne, NE1 4JE, United Kingdom. They include important sales and product information relating to our Goods, Software and Services and form the basis of any agreement between us should you wish to proceed with an order. If you are uncertain as to your rights under them or you want an explanation about them please contact our customer services department via email to email@example.com.
In these Terms, the word Goods means the Keep USB stick and any additional equipment that you purchase from us; the word Services means the VPN Service (defined in Clause 8), the Email Service (defined in Clause 9) and the Upgrade Service (defined in Clause 10); and the word Software means the Keep software both pre-installed on the Keep USB memory stick you purchase from us and downloaded from us. To use our Goods, Software and Services you will need a compatible computer and access to the internet via a broadband service. You are responsible for providing these items and ensuring they are compatible.
- You must be over 18 years of age to proceed with an order.
- No order submitted by you is accepted by us until we confirm its acceptance by email or any other durable medium or we deliver the Goods or Software or we provide the Services. No contract shall exist between you and us until we confirm our acceptance of your order in this way. Please note that our acknowledgement of receipt of your order is not our acceptance of your order. If a minimum period applies to any Services you have ordered the period will start from the date we start to provide the Service.
- We reserve the right to place restrictions on the volume of any Goods, Software or Services ordered.
- All product descriptions and content on our website or in brochures or otherwise issued by us are intended merely to present a general idea of our Goods, Software and Services. If you require any further details, please contact us by e-mail, providing details of the additional information needed.
- However, if you buy Goods which are not as described or have an unsuitable specification which was not apparent from our website or brochure, we will at your option either replace the Goods or accept their return and refund any money paid for the Goods and Services. Please refer to our website for details of our Refund Policy.
PRICE AND PAYMENT
- The prices of our Goods, Software and Services are identified on the relevant pages of our website or brochure. Prices are inclusive of UK Value Added Tax (“VAT”).
- Delivery costs are itemised separately from the prices, which are exclusive of all delivery costs. Please refer to our website for details of our Shipping Policy and delivery costs.
- If Goods, Software or Services are unavailable or we need to vary the price to take account of any changes in taxes and duties or errors or omissions in the price displayed on our website or in any brochure or other materials, we shall notify you and allow you an opportunity to cancel your order.
- We will take payment for the Goods specified on the order form when you place your order. If we do not receive payment then we may delay delivery of the Goods until such payment is received by us.
- In consideration of the provision of the Software and Services, you must pay the charges as set out on the order form. Any initial payment will be taken by credit or debit card when you place your order. Subsequent subscriptions, if any, for Software and/or Services will be taken monthly, annually or biennially in advance using the payment details you provided at the time of your order or other payment mandate.
- We reserve the right to increase subscription fees, if any, once a year by no more than the annual percentage increase in the UK Retail Prices Index or at any other time and by an equivalent amount as a result of changes to the rate of UK VAT. We will notify you at least 30 days in advance of any such increase.
- The Goods will only be owned by you once we have received payment in full of the charges relating to the Goods.
- You do not own the copyright or other intellectual property rights in the Software or in any proprietary information they may contain. Your rights to use the Software and Services are as specified in these Terms and we (or, where relevant, our licensors) retain all rights not expressly granted to you in them.
- You must ensure that you complete our order form so as to give us any necessary information to enable us to deliver the Goods, Software and Services.
- We will arrange for dispatch of the Goods on the same day or next working day beginning with the day you submit your order to us (unless you and we agree otherwise or you exercise your right to cancel our agreement before we arrange dispatch).
- Please refer to our website for details of our Shipping Policy and estimated delivery times.
- As soon as we have delivered the Goods to you, you will be responsible for them.
LICENSE TO SOFTWARE
- The Software is the property of BCCL or its licensors and is protected by copyright law. While BCCL continues to own the Software, you will have certain rights to use the Software after your acceptance of this license.
- Portions of the software code are developed by third parties and are subject to the GNU General Public License (GPL) or GNU Lesser General Public License (LGPL) or other end user licence agreements in relation to that software, which are set out in an Appendix to these Terms if any. Your acceptance of these Terms confirms your acceptance of these third party license agreements. The GPL code and the LGPL code used in this product are distributed WITHOUT ANY WARRANTY and are subject to the copyrights of one or more authors. Source code for the GPL and LGPL licensed portions is available on request; please contact BCCL for details on obtaining these.
- This product is licensed under the AVC patent portfolio license for the personal use of a consumer or other uses in which the consumer does not receive remuneration to (i) encode video in compliance with the AVC standard (“AVC Video”) and/or (ii) decode AVC Video that was encoded by a consumer engaged in a personal activity and/or was obtained from a video provider licensed to provide AVC video. No license is granted or shall be implied for any other use. Additional information may be obtained from MPEG LA, see https://www.mpegla.com/ .
In consideration of the initial purchase payment and monthly fees, if any, under Clause 3.5, we agree to license you on a non-exclusive basis to use the Software under the following terms;
- You may use one copy of the Software on a single computer at any one time, so long as it is not possible for another person to access the software on another computer simultaneously;
- You may make up to three backup copies solely for archive purposes, so long as the backup copies are not distributed or used to access the Services;
- The Software and any accompanying documentation may not be sub-licensed, copied for use by others, sold, distributed, reproduced, incorporated into other software or otherwise used without our prior written consent;
- You must not attempt to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
- You must not attempt to access the source code of, disassemble, decompile, reverse engineer or create derivative works based on the whole, or any part, of the Software nor attempt to do any such things except to the extent that this is permitted by law; and
- You must not use the Software to provide or build a product or service that competes with Keep.
- From time to time you may request the use of additional software available via our website and, if we agree to provide that software to you, it may be subject to additional terms and conditions and charges.
- Access to the Keep Software and Services will be gained by using an account name and password chosen by you during the account activation process. We do not retain a copy of your account password. You are responsible for ensuring the confidentiality and proper use of your password and account and for restricting access to your Keep USB stick and you agree to accept responsibility for all activities that occur on your account using your account name and password.
- You will remain liable for the charges under these Terms at all times unless and until our agreement is terminated in accordance with Clause 14.
- If your account is terminated for any reason, either by you or by us, you will no longer be able to access or use the Services. You will still have access to the software and data stored on your Keep stick.
- You must not attempt to circumvent our log-in procedure in order to gain access to the Software or Services.
- You must tell us immediately if you believe that an unauthorised person knows your password or has access to your account or any associated Services.
- We reserve the right to refuse service or terminate an account if we suspect an unauthorised person is attempting to access it.
- You agree that we shall not be liable for any loss you suffer due to the unauthorised access of your Keep account as a result of your negligence.
- To use certain built-in features of the Software we agree to provide you with a personal VPN service with the ability to route all internet traffic via a remote secure computer (the Keep VPN server). Your data traffic to and from the VPN server to your Keep USB stick is encrypted. The goal of the Keep VPN is to protect the confidentiality of your internet communications.
- The Keep VPN service includes a fair use transfer volume of 10 GB per month, which comprises the entire ingoing and outgoing data traffic. If the transfer volume is exceeded, we are entitled to block the transfer of files until the end of the month or to limit the band width.
- As the Keep VPN may be accessed from all around the world, you undertake to ensure that your use of the VPN will comply with all applicable local laws and regulations. We take no responsibility in enforcing such regulations or restrictions and it is your sole responsibility to ensure compliance with the laws applying to you, which may be different in each jurisdiction from which you use the VPN.
- You must not use or attempt to use the Keep VPN to upload, store or transmit any data, information or materials that; infringe the intellectual property or other rights of third parties or violate any agreement to which you are a party or by which you are otherwise bound; contain any unlawful, harmful, threatening, abusive, defamatory or otherwise objectionable material of any kind.
To use certain built-in features of the Software we agree to provide you with a personal encrypted email service which you may use to securely communicate with other Keep users or other recipients with compatible software. When using the email Services you must not do any of the following;
- send or receive any material that infringes the intellectual property or other rights of third parties or violates any agreement to which you are a party or by which you are otherwise bound, or contains any unlawful, harmful, threatening, abusive, defamatory or otherwise objectionable material of any kind;
- send any unsolicited advertising or promotional material; or
- knowingly or recklessly transmit or distribute a virus.
- We do not retain a copy of your emails once they have been downloaded to your Keep stick. Prior to download the amount of emails stored on the email server is subject to a quota limit. When your quota is full, you will be unable to receive any new emails until existing emails are downloaded.
- We will have no liability for any undelivered or delayed emails.
- You are solely responsible for backing up and archiving any email.
- If your account is terminated for any reason, either by you or by us, you will no longer have access to any emails remaining on the email server and we shall be entitled to delete your emails and associated data. Emails previously downloaded to the Keep stick will remain accessible.
- To use certain built-in features of the Software we agree to provide you with a personal encrypted email service which you may use to securely communicate with other Keep users or other recipients with compatible software. When using the email Services you must not do any of the following;
- From time to time we will issue upgrades or modifications to the Software either to correct bugs or errors or to provide improved functionality and features. When you log in to the Software and a new upgrade is available, this will automatically be downloaded to your Keep stick. These Terms shall apply to all such upgrades and modifications.
- We may need to temporarily suspend the Services and your access to the Software from time to time to undertake repairs or maintenance and upgrades.
- We will give you as much notice as possible of any maintenance and will try to undertake maintenance at times which is least likely to cause disruption to our users.
Save as otherwise set out in these Terms, we give no representations or warranties or other terms relating to the Services or the Software or its performance, merchantability or fitness for a particular purpose and all conditions and warranties implied by law are excluded to the fullest extent permitted by law. Without limiting the above:-
- we DO NOT WARRANT that the functions of the Software will meet your requirements; and
- we DO NOT WARRANT that Software operations or Services will be error free or uninterrupted.
- We warrant that we will provide the Services with a reasonable level of skill and care.
- As a consumer, you have certain statutory rights regarding the cancellation of defective services as well as claims in respect of losses caused by our negligence or our failure to carry out our obligations under these Terms. These Terms shall not affect those statutory rights.
- Save as otherwise set out in these Terms, we give no representations or warranties or other terms relating to the Services or the Software or its performance, merchantability or fitness for a particular purpose and all conditions and warranties implied by law are excluded to the fullest extent permitted by law. Without limiting the above:-
- You have a right to cancel our agreement without penalty and without giving any reason and this right can be exercised by sending a notice of cancellation by email to us at firstname.lastname@example.org, quoting the relevant order reference number (which you can find on our order confirmation). Please refer to our Refund Policy available on our website for details of the time limits for cancellation.
- If you cancel under this paragraph 12, you must return to us the Goods at your cost or make them available for collection by us. Please refer to our Refund Policy available on our website for details of the refund procedure.
LIMITATION OF LIABILITY
- Subject to clause 13.2, 13.3, 13.4, 13.5 and 13.6, our liability to you for any loss or damage caused to you under or in connection with these Terms will in no event be more than the charges paid by you to use the Goods, Software and Services in the 12 months immediately before the date on which you notify us of any claim regardless of the form of quality and performance of the Goods, Software and Services.
- We or anyone else who has been involved in the creation, production, or delivery of the Goods, Software or Services will not be liable to you for any loss of data, indirect, consequential or special loss, or loss of profits arising out of the use or inability to use the Goods, Software or Services even if we have been advised of the possibility of such damages or claims.
- The Person using the Goods, Software and Services bears all risk as to the quality and performance of the Goods, Software and Services.
- You acknowledge that your ability to make use of the Software and Services relies in part on the availability of the Internet or other connections and services provided by third parties. We are not liable for your inability to access the Services if this is caused by the unavailability of such third party services. You are responsible for maintaining a suitable broadband Internet connection to enable you to use the Software and access the Services.
- We are not liable for any losses caused by factors beyond our reasonable control, including but not limited to acts of God, explosion, flood, lightning, storm, fire or accident; act of terrorism or malicious damage; war, hostilities (whether war has been declared or not), invasion, act of foreign enemies; rebellion, revolution, insurrection, military or usurped power or civil war; riot, civil commotion or disorder; or acts, restrictions, regulations, by-laws, refusals to grant any licences or permissions, prohibitions or measures of any kind on the part of any government authority.
- Nothing in this Clause 13 shall exclude or restrict our liability for death or personal injury, or for loss caused by fraud.
- We may terminate some or all of the Services by giving you no less than 30 days notice in writing (which includes email). You may terminate your subscription to the Services at any time, either via your on-line portal or by sending us an email to email@example.com. The Services will remain available to you until the end of your current payment period.
- You will remain liable for the charges under these Terms at all times unless and until our agreement is terminated in accordance with this Clause 14.
- We reserve the right to terminate or suspend the Services if you fail to pay any charges when due.
- After termination of the Email Services your email account will be suspended and you will no longer be able to access our email server. You will not be able to access that data, save in accordance with Clause 14.5.
- After termination we will store any emails remaining on the email server for at least 30 days, but you agree that after that period has expired, we shall be entitled to destroy your emails. If you contact us before the expiry of the 30 day period to request a copy of your emails, we will allow you access to the Email Services in order for you to download and remove your emails. We will be entitled to charge a reasonable fee for granting this access to you.
- Following termination of all of the Services you will still be able to use the Software in accordance with the license terms described in Clause 6.
- If you breach any of these Terms and that breach is serious or cannot be put right, the agreement between us terminates immediately. In all other cases we will give you notice of your breach and a reasonable opportunity to put it right before we terminate the agreement.
- You may not, without our prior written consent, assign, or transfer, or deal in any other manner with the agreement between us.
- We may amend these Terms from time to time and will make the revised terms available to you on our website. After we have posted revised terms on our website, your continued use of the Services shall indicate your acceptance of the revised terms.
- All rights of any kind in the Software and Services which are not expressly granted in this Terms are entirely and exclusively reserved to and by BCCL.
- As your Keep stick may be used all around the world, you undertake to ensure that your use of the Keep stick and any data you store on the stick will comply with all applicable local laws and regulations. We take no responsibility in enforcing such regulations or restrictions and it is your sole responsibility to ensure compliance with the laws applying to you, which may be different in each jurisdiction from which you use the Keep stick.
- If any provision of this agreement is declared by a Court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from the remainder of the Terms and the other provisions shall remain in full force and effect to the extent permitted by law.
- These Terms do not create, confer or purport to create or confer any benefit or right enforceable by any person not a party to it (except that a person who is a permitted successor to or assignee of the rights of a party to the agreement shall be deemed to be a party to the agreement).
- All notices given under these Terms shall be given by email, in the case of notice to be served by us, to the email address you provide on registration, and in the case of notice to be served by you, firstname.lastname@example.org.
GOVERNING LAW AND JURISDICTION
- These Terms are the complete statement of the agreement between the parties and shall be governed by and construed in accordance with the laws of England and Wales. Exclusive jurisdiction and venue for all matters relating to this agreement shall be in courts located in Newcastle, United Kingdom, and you consent to such jurisdiction and venue, thereby excluding the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable.