MachineKeeper Customer Terms and Conditions

Version: [1.0] Effective date: [DATE]

1. About these terms

1.1 These terms and conditions (the “Terms”) govern access to and use of the MachineKeeper platform, including its website, applications, modules, features and related services (together, “MachineKeeper”).

1.2 MachineKeeper is provided by [FULL LEGAL ENTITY NAME], a company registered in [England and Wales] under company number [NUMBER], whose registered office is at [ADDRESS] (“Keeper”, “we”, “us” or “our”).

1.3 In these Terms:

“Authorised Distributor” means a distributor authorised by Keeper to sell, administer or support MachineKeeper subscriptions;
“Billing Provider” means Keeper or the Authorised Distributor identified on the Customer’s Order;
“Customer”, “you” or “your” means the business or organisation subscribing to MachineKeeper;
“Customer Data” means information, records, files, images, documents and other data entered into, uploaded to or generated through MachineKeeper by or for the Customer;
“Order” means an order, order confirmation, online checkout, quotation or other document specifying the Customer’s Subscription;
“Subscription” means the Customer’s right to access MachineKeeper under the selected package, billing period, user allowance, modules and add-ons;
“User” means a person authorised by the Customer to access its MachineKeeper account.

1.4 These Terms apply whether the Customer:

purchases its Subscription directly from Keeper; or
purchases, receives or manages its Subscription through an Authorised Distributor.

1.5 The Customer’s right to use MachineKeeper is granted by Keeper in all cases. Where an Authorised Distributor is the Billing Provider, the distributor may be responsible for pricing, invoicing, collection of payment, account administration and first-line support, as described in these Terms and the applicable Order.

1.6 By creating an account, accepting an Order, selecting an acceptance box, accessing MachineKeeper or renewing a Subscription, the Customer confirms that:

it is acting for business purposes and not as a consumer;
the person accepting these Terms has authority to bind the Customer;
it has read and agrees to these Terms; and
the information provided to Keeper or the Authorised Distributor is complete and accurate.

2. Order of precedence

2.1 The agreement between Keeper and the Customer consists of:

the Order;
these Terms;
the applicable Data Processing Agreement;
any product, package or module-specific terms referenced in the Order; and
any support or service-level terms expressly incorporated into the Order.

2.2 If there is a conflict, the following order of precedence applies:

any specially agreed terms signed by Keeper and the Customer;
the Order;
the Data Processing Agreement, in relation to personal-data processing;
these Terms; and
other referenced policies or documentation.

2.3 Where the Customer contracts through an Authorised Distributor, separate commercial terms may apply between the Customer and that distributor. Those separate terms may govern prices, invoicing, payment periods and distributor-provided services, but they do not permit the distributor to alter Keeper’s software licence, intellectual-property rights, liability or data-protection obligations unless Keeper expressly agrees in writing.

3. The Subscription

3.1 Subject to payment of the applicable fees and compliance with these Terms, Keeper grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and time-limited right to access and use MachineKeeper during the Subscription term:

for the Customer’s internal business operations;
for the number and types of Users included in the Subscription;
within the package, module, storage and usage limits shown in the Order; and
in accordance with these Terms.

3.2 The Subscription does not transfer ownership of MachineKeeper or any of its software, content or intellectual property to the Customer.

3.3 Users may include the Customer’s employees, workers, contractors and other individuals whom the Customer has authorised for a legitimate business purpose.

3.4 The Customer is responsible for all Users and must ensure that each User complies with these Terms.

3.5 Unless expressly permitted in the Order, the Customer must not:

make MachineKeeper available to an unrelated third party;
use one User account for more than one individual;
resell, sublicense, rent, lease or commercially exploit MachineKeeper;
use MachineKeeper to provide a bureau or outsourced service to third parties; or
exceed the usage limits of its Subscription.

3.6 Keeper may introduce reasonable technical controls to enforce Subscription limits. If usage exceeds those limits, Keeper or the Billing Provider may require the Customer to reduce usage or purchase additional capacity.

4. Customer accounts and security

4.1 The Customer must:

provide accurate account information;
nominate an appropriate account administrator;
give each User an individual account;
allocate permissions according to each User’s responsibilities;
keep login details confidential;
use multi-factor authentication where required;
promptly remove access when a User leaves or no longer requires it; and
maintain reasonable security over the devices used to access MachineKeeper.

4.2 The Customer is responsible for activity carried out through its User accounts unless that activity results directly from a breach of Keeper’s security obligations.

4.3 The Customer must notify Keeper or its Authorised Distributor promptly if it knows or suspects that:

login credentials have been compromised;
an unauthorised person has accessed MachineKeeper;
Customer Data has been accessed, altered, lost or disclosed without authority; or
MachineKeeper is being misused.

4.4 Keeper may temporarily restrict an account where reasonably necessary to investigate or prevent a security incident, fraud, unlawful conduct or material misuse.

5. Customer responsibilities

5.1 The Customer is responsible for:

deciding whether MachineKeeper is suitable for its requirements;
configuring MachineKeeper appropriately;
the accuracy, quality and legality of Customer Data;
ensuring information is entered and updated promptly;
checking records, alerts, schedules and reports before relying on them;
obtaining all necessary permissions to upload and process Customer Data;
maintaining appropriate internal procedures and business continuity arrangements; and
complying with laws, regulations and industry requirements applicable to its business, machinery and operations.

5.2 The Customer must not use MachineKeeper:

unlawfully, fraudulently or in a misleading manner;
to infringe another person’s rights;
to upload malicious code or harmful content;
to transmit unsolicited or unlawful marketing communications;
to harass, threaten or discriminate against another person;
to interfere with the operation or security of MachineKeeper;
to gain unauthorised access to another customer’s account or data; or
in a manner likely to damage Keeper’s systems, reputation or services.

5.3 The Customer must ensure that its Customer Data does not contain unlawful, defamatory, infringing or malicious material.

5.4 Keeper may remove or restrict access to content where Keeper reasonably believes it breaches these Terms or applicable law. Where reasonably practicable, Keeper will notify the Customer and allow it to address the issue.

6. Machinery records and operational responsibilities

6.1 MachineKeeper is a business administration and record-management platform. Depending on the Customer’s Subscription, it may assist with functions such as:

machinery and equipment records;
service and maintenance scheduling;
inspections, checks and forms;
fault and repair records;
documents and images;
meter, hour or mileage readings;
reminders, notifications and reports; and
related operational information.

6.2 MachineKeeper does not inspect, maintain, repair, certify or determine the safety or legal compliance of any machinery or equipment.

6.3 The Customer remains solely responsible for:

the condition, maintenance and safe operation of its machinery;
complying with manufacturer instructions and service schedules;
carrying out legally required inspections, testing and certification;
determining whether machinery is safe to use;
ensuring operators are trained, competent and authorised;
maintaining records required by law, regulation, insurance or industry standards; and
acting on faults, warnings, recalls, inspection results and maintenance requirements.

6.4 Reminders and notifications are provided as administrative aids only. The Customer must not rely on MachineKeeper as its sole method of identifying maintenance, inspections, certification renewals, safety checks or other time-critical activities.

6.5 The Customer is responsible for checking that reminder dates, meter readings, service intervals and other information are correct. A missing, late or incorrectly configured notification does not remove the Customer’s responsibility to carry out the relevant action.

6.6 Reports, dashboards and calculations produced by MachineKeeper depend on the Customer Data and settings supplied to the service. Keeper does not warrant the accuracy of an output where source information is inaccurate, incomplete, out of date or incorrectly configured.

6.7 Where MachineKeeper receives information from telematics equipment, tracking devices, sensors, integrations or third-party systems:

availability and accuracy may depend on the relevant device or third-party service;
readings and locations may be delayed, incomplete or inaccurate;
the Customer must verify important information using an appropriate alternative method; and
Keeper is not responsible for failures originating in equipment or services outside Keeper’s reasonable control.

6.8 MachineKeeper is not a substitute for professional engineering, mechanical, safety, legal, regulatory or insurance advice.

7. Authorised Distributors

7.1 Where the Customer’s Subscription is managed through an Authorised Distributor, the Customer authorises that distributor to perform the account-management activities specified in the Order or enabled through the Customer’s permissions. These may include:

creating and configuring the Customer’s organisation;
inviting or removing Users;
ordering or changing packages, modules and add-ons;
viewing Subscription, usage and billing information;
providing first-line support;
assisting with account configuration; and
accessing Customer Data where reasonably necessary and authorised for support or administration.

7.2 The Customer remains responsible for deciding which permissions and access rights to grant to its Authorised Distributor.

7.3 The Authorised Distributor is an independent business. Unless Keeper expressly confirms otherwise in writing, an Authorised Distributor:

is not Keeper’s employee, partner or legal agent;
cannot make commitments or warranties on Keeper’s behalf;
cannot amend these Terms;
is responsible for its own advice, statements and services; and
is responsible for its own handling of personal data.

7.4 If the Authorised Distributor is the Billing Provider:

the Customer must pay the distributor in accordance with its invoices and agreed payment terms;
the distributor may communicate billing status and payment instructions to Keeper;
failure to pay the distributor may result in suspension or cancellation of the Subscription; and
billing disputes must initially be raised with the distributor.

7.5 Keeper is not responsible for additional products, hardware, installation, consultancy, maintenance or other services supplied independently by an Authorised Distributor.

7.6 The Customer may ask to transfer administration of its Subscription:

from an Authorised Distributor to Keeper;
from Keeper to an Authorised Distributor; or
between Authorised Distributors.

Any transfer is subject to identity and authority checks, settlement of outstanding charges, technical feasibility and any applicable notice period.

7.7 If an Authorised Distributor ceases trading, loses its authorisation or no longer manages the Customer, Keeper may contact the Customer to arrange continuity of service. Keeper may administer the Subscription directly or transfer its administration to another Authorised Distributor with the Customer’s agreement.

7.8 Ending the Customer’s relationship with an Authorised Distributor does not automatically terminate the Customer’s MachineKeeper account. The Customer must separately cancel or transfer its Subscription in accordance with these Terms.

8. Service availability and maintenance

8.1 Keeper will provide MachineKeeper with reasonable care and skill and in accordance with generally accepted good practice for hosted software services.

8.2 Keeper aims to make MachineKeeper available on a continuous basis but does not guarantee uninterrupted or error-free operation.

8.3 MachineKeeper may be unavailable because of:

planned or emergency maintenance;
updates and security work;
internet, hosting or telecommunications failures;
third-party service failures;
cyber incidents;
Customer systems or connectivity; or
circumstances outside Keeper’s reasonable control.

8.4 Where reasonably practicable, Keeper will give advance notice of planned maintenance likely to cause material disruption.

8.5 Keeper may update, improve or modify MachineKeeper. Keeper will use reasonable efforts to avoid materially reducing the core functionality of a paid Subscription during its current term.

8.6 Keeper may discontinue an individual feature where reasonably necessary for security, legal, technical or commercial reasons. Where this materially affects core paid functionality, Keeper will provide reasonable notice and, where appropriate, a replacement feature, credit or right to terminate the affected service.

8.7 MachineKeeper is designed for use with supported browsers, operating systems and application versions identified in Keeper’s current technical documentation. The Customer is responsible for maintaining suitable devices, software and internet access.

9. Support

9.1 Support arrangements depend on whether the Subscription is managed directly or through an Authorised Distributor.

9.2 Direct Customers should submit support requests through MachineKeeper or using [SUPPORT EMAIL].

9.3 Distributor-managed Customers should normally contact their Authorised Distributor for first-line support. The distributor may escalate issues to Keeper where necessary.

9.4 Standard Subscription support includes:

reasonable assistance with the use of MachineKeeper; and
investigation of suspected faults in MachineKeeper.

9.5 Standard support does not include:

data cleansing or manual data entry;
bespoke configuration or development;
training beyond any included onboarding;
correction of Customer systems or devices;
recovery work caused by Customer action;
support for third-party products; or
professional machinery, engineering, safety or regulatory advice.

9.6 Keeper or the Authorised Distributor may charge for services outside standard support, but the applicable charges must be agreed before the work is carried out.

9.7 The Customer must provide sufficient information to investigate a support request, including relevant screenshots, error messages and steps to reproduce the issue, provided that the Customer must not disclose passwords or unnecessary personal data.

10. Fees and payment

10.1 The Customer must pay the fees shown in the Order to the applicable Billing Provider.

10.2 Fees exclude VAT and other applicable taxes unless expressly stated otherwise.

10.3 The Subscription may be billed by card, direct debit, on-account invoice or another approved payment method. Available payment methods may depend on the package, Customer and Billing Provider.

10.4 The billing frequency and payment date will be specified in the Order or account. Billing may be monthly, annually or on another agreed schedule depending on the selected package.

10.5 The Customer authorises the Billing Provider and its payment-service providers to collect amounts due using the selected payment method.

10.6 The Customer must maintain valid and current payment and billing information.

10.7 If a payment fails or an invoice becomes overdue, the Billing Provider may:

retry the payment;
contact the Customer for an alternative payment method;
charge statutory interest and permitted recovery costs;
restrict the purchase of additional services; or
request suspension or termination of the Subscription.

10.8 Keeper or the Billing Provider will normally provide reasonable notice and an opportunity to resolve a failed or overdue payment before suspending access, unless fraud, repeated payment failure or another serious risk reasonably requires earlier action.

10.9 Suspension does not remove the Customer’s obligation to pay fees already incurred or fees that continue to accrue under an unexpired Subscription.

10.10 The Customer must raise a genuine billing dispute with the Billing Provider promptly and, in any event, within [10] business days of the relevant invoice or charge. Undisputed amounts remain payable when due.

11. Subscription changes

11.1 The Customer may purchase additional Users, modules, storage or other add-ons through MachineKeeper, Keeper or its Authorised Distributor.

11.2 Additional charges may apply immediately, from the start of the current billing period or on a pro-rata basis, as shown when the change is requested.

11.3 A reduction in Users, modules or package level will normally take effect from the next renewal or billing period. Unless otherwise stated, fees already paid for the current period are not refundable.

11.4 Keeper may adjust the Customer’s package where usage exceeds the purchased allowance, but will provide notice and an opportunity to reduce usage or approve the applicable additional charges where reasonably practicable.

12. Price changes

12.1 Keeper or the applicable Billing Provider may change Subscription prices by giving at least [30] days’ notice.

12.2 Unless otherwise stated, a price change will apply from the Customer’s next renewal or billing period after the change takes effect.

12.3 The Customer may cancel the affected Subscription before the new price applies if it does not accept the change, subject to any existing minimum commitment expressly stated in the Order.

12.4 Changes to tax rates or charges imposed by law may take effect without advance notice.

13. Free trials and promotional access

13.1 Keeper or an Authorised Distributor may offer a free trial or promotional period.

13.2 Unless otherwise stated:

only one free trial is available per Customer;
trial features and usage may be limited;
Keeper may withdraw a trial offer before acceptance; and
the trial will end on the date shown when it begins.

13.3 If payment details are collected and the trial automatically converts to a paid Subscription, this will be made clear before the trial starts. The Customer may cancel before the conversion date to avoid the first charge.

13.4 If the Customer does not purchase a paid Subscription, access may end when the trial expires. The Customer should export any required information before that date.

13.5 Trial and beta services are provided without service-level commitments and may be modified or withdrawn at any time.

14. Subscription term, renewal and cancellation

14.1 The initial Subscription term and billing period are specified in the Order.

14.2 Unless the Order states otherwise, the Subscription automatically renews for successive periods equivalent to the current Subscription term until cancelled.

14.3 The Customer may cancel through its account or by notifying the Billing Provider using the available cancellation method.

14.4 Cancellation must be requested before the renewal deadline shown in the Order or account. If no separate deadline is shown, cancellation must be requested before the next renewal date.

14.5 Unless otherwise stated:

cancellation takes effect at the end of the current paid Subscription period;
the Customer may continue to use MachineKeeper until that date;
fees already paid are non-refundable;
no credit is provided for partial periods or unused functionality; and
outstanding charges remain payable.

14.6 A refund or credit may be provided where:

Keeper or the Billing Provider has charged the Customer incorrectly;
these Terms expressly provide for one;
Keeper agrees to one in writing; or
required by applicable law.

14.7 Cancellation of an individual module or add-on does not cancel the Customer’s main Subscription unless expressly stated.

15. Suspension and termination

15.1 Keeper may suspend access to all or part of MachineKeeper where:

fees are overdue;
a payment method repeatedly fails;
the Customer materially breaches these Terms;
use presents a security or legal risk;
the Customer’s use may damage MachineKeeper or another person;
the Customer exceeds Subscription limits and does not address the issue; or
an Authorised Distributor reasonably requests suspension because the Customer has not paid charges due for the Subscription.

15.2 Where reasonably practicable, Keeper or the Billing Provider will give notice and allow the Customer to remedy the issue before suspension.

15.3 Keeper may terminate the Subscription immediately by notice if:

the Customer commits a serious breach that cannot be remedied;
the Customer fails to remedy a material breach within 30 days of notice;
the Customer repeatedly breaches these Terms;
continued provision would be unlawful;
the Customer becomes insolvent, ceases trading or enters a formal insolvency process; or
the Customer uses MachineKeeper fraudulently or to cause material harm.

15.4 The Customer may terminate immediately if Keeper commits a material breach and fails to remedy it within 30 days after receiving written notice describing the breach.

15.5 Termination or expiry ends the Customer’s right to use MachineKeeper but does not affect rights and obligations that arose before termination.

16. Customer Data, export and deletion

16.1 As between Keeper and the Customer, the Customer retains ownership of Customer Data. The Customer grants Keeper a non-exclusive right to host, copy, transmit, display, back up and otherwise process Customer Data only as necessary to:

provide and secure MachineKeeper;
perform Keeper’s obligations;
comply with the Customer’s documented instructions;
meet legal obligations; and
create anonymous or aggregated information that does not identify the Customer or an individual.

16.2 The Customer is responsible for maintaining any independent copies of Customer Data that it is legally or operationally required to retain.

16.3 During an active Subscription, the Customer may use available export functions to obtain copies of supported Customer Data.

16.4 Following termination or expiry:

the Customer may request a standard export of available Customer Data within [30] days;
reasonable charges may apply for bespoke extraction, transformation or assistance;
Keeper may restrict access to the normal service interface;
Keeper may delete Customer Data after the retrieval period has expired; and
residual copies may remain in protected backups until overwritten in accordance with Keeper’s retention schedule.

16.5 Keeper may retain information for longer where required by law, necessary to establish or defend legal claims, or held in an anonymised form.

16.6 Where the Subscription is distributor-managed, Keeper may require direct confirmation from the Customer before providing data to the distributor or acting on a request to delete or transfer Customer Data.

17. Data protection

17.1 Each party must comply with applicable data-protection law, including the UK GDPR and Data Protection Act 2018.

17.2 For personal data contained in Customer Data:

the Customer will normally act as controller; and
Keeper will normally act as processor on the Customer’s behalf.

17.3 Keeper’s processing as a processor is governed by the MachineKeeper Data Processing Agreement, which is incorporated into these Terms.

17.4 The Customer is responsible for:

identifying a lawful basis for its processing;
providing required privacy information;
responding to data-subject requests;
ensuring its instructions to Keeper are lawful;
managing User permissions;
deciding what personal data is entered into MachineKeeper; and
ensuring personal data is accurate, adequate, relevant and not retained for longer than necessary.

17.5 Keeper may act as an independent controller for limited purposes such as account administration, billing, security, fraud prevention, service communications and compliance with legal obligations, as explained in Keeper’s Privacy Notice.

17.6 An Authorised Distributor may act as a separate controller or processor depending on the services it provides to the Customer. The Customer and distributor are responsible for establishing their respective obligations and putting any required data-processing terms in place.

17.7 The Customer authorises Keeper to use subprocessors in accordance with the Data Processing Agreement.

17.8 The Customer must not enter special-category, criminal-offence or other highly sensitive personal data into MachineKeeper unless:

the relevant feature is intended to process that information;
the Customer has a lawful basis and appropriate safeguards; and
the processing complies with Keeper’s documentation and the Data Processing Agreement.

18. Confidentiality

18.1 Each party must:

keep the other party’s confidential information secure;
use it only to perform or receive the services;
disclose it only to people who need it and are subject to appropriate confidentiality obligations; and
protect it using at least reasonable care.

18.2 Confidential information does not include information that:

is lawfully available to the public;
was already lawfully known without restriction;
is independently developed without using the other party’s information; or
is lawfully received from a third party without a duty of confidence.

18.3 A party may disclose confidential information where required by law or a competent authority. Where lawful, it will notify the other party before disclosure.

18.4 These confidentiality obligations continue for five years after termination. Obligations relating to trade secrets and personal data continue for as long as the information remains protected.

19. Intellectual property

19.1 Keeper and its licensors retain all intellectual-property rights in:

MachineKeeper;
its source and object code;
its design, databases and documentation;
Keeper names, trademarks and branding;
updates, modifications and derivative works; and
any materials supplied by Keeper.

19.2 Except where applicable law does not permit the restriction, the Customer must not:

copy, modify or create derivative works from MachineKeeper;
reverse engineer, decompile or disassemble it;
attempt to discover its source code, structure or underlying algorithms;
remove intellectual-property notices;
use MachineKeeper to develop or benchmark a competing product for publication; or
access MachineKeeper other than through the interfaces provided by Keeper.

19.3 The Customer may provide feedback and suggestions. Keeper may use that feedback without restriction or payment, provided it does not disclose the Customer’s confidential information.

20. Third-party services and integrations

20.1 MachineKeeper may integrate with or contain links to third-party services, devices, websites or content.

20.2 A third-party service may be subject to separate terms, charges and privacy arrangements between the Customer and the third-party provider.

20.3 Keeper is not responsible for a third-party service’s availability, security, accuracy, operation or changes.

20.4 Keeper may suspend or remove an integration if the third-party provider changes or withdraws its service, or if continued integration presents a security, legal or technical risk.

21. Warranties

21.1 Keeper warrants that:

it has authority to enter into these Terms; and
it will provide MachineKeeper with reasonable care and skill.

21.2 If MachineKeeper materially fails to conform to clause 21.1, Keeper will use reasonable efforts to correct the failure. If Keeper cannot correct a material failure within a reasonable period, either party may terminate the affected service and Keeper will refund any prepaid fees covering the period after termination.

21.3 The remedy in clause 21.2 does not apply where the failure results from:

misuse or unauthorised modification;
Customer Data, equipment, systems or connectivity;
failure to follow Keeper’s reasonable instructions;
an unsupported browser, device or application version; or
a third-party product or service.

21.4 Except as expressly stated in these Terms, warranties and conditions implied by law are excluded to the fullest extent permitted in a business-to-business contract.

22. Liability

22.1 Nothing in these Terms excludes or limits liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
breach of any obligation that cannot lawfully be limited or excluded; or
any other liability that applicable law does not permit to be excluded.

22.2 Subject to clause 22.1, neither party will be liable for:

loss of profits, revenue, business, contracts, anticipated savings or goodwill;
business interruption;
indirect or consequential loss; or
loss or corruption of data, except for reasonable restoration costs where the loss was directly caused by that party’s breach.

22.3 Keeper is not liable for loss resulting from:

inaccurate, incomplete or out-of-date Customer Data;
the Customer’s failure to act on machinery faults, maintenance requirements or safety information;
the Customer’s reliance on a reminder or report without appropriate verification;
decisions concerning the operation, maintenance, repair or safety of machinery;
unauthorised access caused by the Customer’s failure to secure its accounts or devices;
an Authorised Distributor’s independent advice, representations or services; or
third-party equipment, software, integrations or communications networks.

22.4 Subject to clauses 22.1 to 22.3, each party’s total aggregate liability arising from events occurring in any rolling 12-month period will not exceed [100%/125%] of the Subscription fees paid or payable for MachineKeeper during that period.

22.5 If the Customer uses MachineKeeper under a free trial, Keeper’s total aggregate liability relating to the trial will not exceed £100.

22.6 The limitations in this clause apply whether liability arises in contract, tort, negligence, breach of statutory duty or otherwise.

23. Indemnity

23.1 The Customer will indemnify Keeper against third-party claims, losses and reasonable costs arising from:

unlawful Customer Data;
the Customer’s infringement of a third party’s intellectual-property or privacy rights;
the Customer’s unlawful use of MachineKeeper; or
marketing communications sent by the Customer through MachineKeeper in breach of applicable law.

23.2 The indemnity does not apply to the extent that a claim was caused by Keeper’s breach of these Terms or negligence.

23.3 Keeper must notify the Customer promptly of an indemnified claim and provide reasonable cooperation. The Customer must not settle a claim in a way that admits fault by or imposes obligations on Keeper without Keeper’s written consent.

24. Events outside reasonable control

24.1 Neither party is liable for delay or failure to perform caused by an event outside its reasonable control, except that this clause does not excuse the Customer’s obligation to pay amounts already due.

24.2 The affected party must:

notify the other party where reasonably practicable;
take reasonable steps to reduce the effect of the event; and
resume performance as soon as reasonably possible.

24.3 If the event materially prevents provision of MachineKeeper for more than [60] consecutive days, either party may terminate the affected service by written notice.

25. Changes to these Terms

25.1 Keeper may amend these Terms to reflect changes in:

law or regulation;
security or technical requirements;
MachineKeeper’s functionality;
Keeper’s operational arrangements; or
reasonable commercial requirements.

25.2 Keeper will provide at least [30] days’ notice of a material change unless an urgent legal or security reason requires the change to take effect sooner.

25.3 Where a change materially disadvantages the Customer, the Customer may terminate the affected Subscription before the change takes effect and receive a pro-rata refund of prepaid fees for the period after termination.

25.4 Continued use after the effective date constitutes acceptance of the amended Terms.

26. Notices

26.1 Keeper may send service and contractual notices to the primary email address registered to the Customer’s account or display them prominently within MachineKeeper.

26.2 The Customer must keep its contact details current.

26.3 Legal notices to Keeper must be sent to:

[FULL LEGAL ENTITY NAME] [REGISTERED ADDRESS] Email: [LEGAL NOTICE EMAIL]

26.4 A notice sent by email is treated as received on the next business day after sending, provided the sender does not receive a delivery-failure notification.

27. Assignment

27.1 The Customer may not assign or transfer its rights or obligations under these Terms without Keeper’s prior written consent. Keeper will not unreasonably withhold consent to a transfer connected with a genuine sale or reorganisation of the Customer’s business.

27.2 Keeper may assign these Terms to:

another member of the Origin Enterprises group;
a purchaser of the MachineKeeper business; or
a successor as part of a corporate reorganisation,

provided that the assignment does not materially reduce the Customer’s rights.

28. General provisions

28.1 Neither party is the employee, partner or agent of the other.

28.2 These Terms do not create rights enforceable by a person who is not a party under the Contracts (Rights of Third Parties) Act 1999.

28.3 If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary or deleted, and the remaining provisions will continue in effect.

28.4 A delay or failure to enforce a right is not a waiver of that right.

28.5 These Terms and the documents incorporated into them constitute the entire agreement between Keeper and the Customer concerning MachineKeeper. Neither party relies on a statement not contained in the agreement, although nothing excludes liability for fraud.

28.6 Clauses relating to payment, Customer Data, confidentiality, intellectual property, liability, indemnities and any other provisions intended by their nature to continue will survive termination.

29. Governing law and jurisdiction

29.1 These Terms and any non-contractual obligations arising from them are governed by the law of England and Wales.

29.2 The courts of England and Wales have exclusive jurisdiction over disputes arising from or connected with these Terms.

30. Contact details

Questions about these Terms or MachineKeeper may be sent to:

MachineKeeper / Keeper Software [FULL LEGAL ENTITY NAME] [REGISTERED ADDRESS] Support: [SUPPORT EMAIL] Legal notices: [LEGAL NOTICE EMAIL] Website: [WEBSITE]

Terms of service