1. Definitions
- Customer means the entity or individual that registers for an account and/or purchases a subscription.
- User means any individual accessing the Services under a Customer account.
- Subscription means a paid or trial plan providing access to Kepll Commerce for a defined term.
- Third-Party Platforms means third-party services and APIs you connect to the Services (including Amazon and Shopify).
2. Eligibility and authority
You represent that you are at least 18 years old and have legal capacity to enter into these Terms. If you accept on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case “you” refers to that entity.
3. Account registration and security
You must provide accurate registration information and keep it updated. You are responsible for maintaining the confidentiality of credentials and for all activity under your account. You must notify us promptly of unauthorised access or security incidents.
4. The Services; integrations
Kepll Commerce provides tools for ecommerce operations, including integrations with Third-Party Platforms. Features may change over time. Some features depend on Third-Party Platforms and your valid authorisations. You are responsible for complying with Amazon, Shopify, and other applicable platform policies when using integrations.
5. Fees, billing, and Stripe
Paid Subscriptions are billed through our payment processor, Stripe, subject to Stripe’s terms and your payment method issuer rules. By subscribing, you authorise us and Stripe to charge applicable fees and taxes on a recurring basis until cancellation.
Fees are stated on our pricing page or in an order form. We may change fees upon reasonable advance notice; changes apply from the next renewal unless otherwise stated.
If payment fails, we may suspend or terminate access until payment is received. You remain responsible for any outstanding amounts.
6. Trials, renewals, cancellation
If we offer a trial, we will state its duration and limitations. Unless you cancel before the trial ends, your Subscription may convert to a paid plan and billing may begin automatically.
Renewals: Subscriptions renew automatically for successive terms equal to the billing cycle unless cancelled before renewal.
Cancellation: You may cancel through the account billing controls or by contacting support. Cancellation stops future renewals; it does not automatically refund amounts already charged unless required by law or these Terms.
7. Refund policy
7.1 General
Except where mandatory consumer rights apply (see Section 7.2) or we expressly agree otherwise in writing, fees are non-refundable once charged, including where you do not use the Services during a billing period.
7.2 UK consumers (where applicable)
If you are a consumer in the United Kingdom purchasing online, you may have a statutory right to cancel certain distance contracts within 14 days (“cooling-off period”) where applicable law applies to the transaction. Digital content may affect cancellation rights once supply begins with your agreement. If a statutory right applies, we will honour it in accordance with applicable law.
7.3 Business customers
If you are a business customer, refunds are discretionary except where required by law or where we materially fail to provide the Services in breach of contract and do not cure within a reasonable period after written notice.
7.4 Chargebacks
You agree not to initiate chargebacks in bad faith. If you believe a charge is incorrect, contact us first at info@kepll.com.
8. Third-party services and API availability disclaimer
The Services rely on Third-Party Platforms (including Amazon Selling Partner API and Shopify APIs) that we do not control. We do not guarantee uninterrupted availability, accuracy, or performance of Third-Party Platforms. Outages, rate limits, policy changes, account suspensions, data delays, errors, or modifications by Amazon, Shopify, or other providers may impair or disable features of Kepll Commerce.
You acknowledge that such events are outside our reasonable control and may occur without notice. To the fullest extent permitted by law, we are not liable for losses arising from Third-Party Platform failures, changes, or enforcement actions, except where liability cannot be excluded under applicable law.
9. Acceptable use
You will not, and will not permit Users to: (a) violate law or third-party rights; (b) attempt to gain unauthorised access to our systems or others’ data; (c) interfere with the integrity or performance of the Services; (d) reverse engineer except where permitted by law; (e) use the Services to send malware, spam, or deceptive communications; (f) misuse Amazon Information or other personal data obtained through integrations; or (g) use the Services in a manner that violates Amazon Requirements or Shopify policies.
We may investigate violations and suspend or terminate access where necessary to protect the Services or comply with law.
10. Intellectual property
We and our licensors own all rights in the Services, software, branding, and documentation. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable licence to use the Services during your Subscription.
You retain rights in your content. You grant us a licence to host, process, transmit, and display your content as reasonably necessary to provide the Services and improve security and reliability (including aggregated/de-identified analytics where permitted by law and our Privacy Policy).
11. Confidentiality
Each party may receive non-public information of the other. The recipient will use reasonable care to protect confidential information and use it only for the purposes of these Terms, except as required by law.
12. Privacy and data protection
Our Privacy Policy describes how we process personal data. If you provide personal data relating to your customers or employees, you are responsible for lawful collection and for providing required notices to those individuals.
13. Disclaimers
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED, OR THAT RESULTS OBTAINED FROM THE SERVICES (INCLUDING ML-BASED RECOMMENDATIONS) WILL MEET YOUR BUSINESS OBJECTIVES.
14. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.
- OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE SERVICES IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY (OR, IF NO FEES WERE PAID, £100).
Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, or other liabilities that may not be limited for consumers.
15. Indemnity
You will defend and indemnify Kepll and its directors, officers, employees, and agents against any third-party claims, damages, losses, and costs (including reasonable legal fees) arising from your content, your use of integrations, your violation of law or third-party rights, or your breach of these Terms, except to the extent caused by our material breach or gross negligence.
16. Suspension and termination
We may suspend access if we reasonably believe you violate these Terms, create security risk, or if required by law or a Third-Party Platform. We may terminate for repeated breaches, non-payment, or material breach not cured within thirty (30) days of notice.
Upon termination, your right to access the Services ceases. Sections intended to survive (including fees owed, confidentiality, intellectual property, disclaimers, limitation of liability, indemnity, and governing law) will survive.
17. Changes to the Services and Terms
We may modify the Services and these Terms. If we make material changes, we will provide reasonable notice where practicable (for example, by email or in-product notice). Continued use after the effective date constitutes acceptance. If you do not agree, you must stop using the Services and cancel your Subscription.
18. Export and sanctions compliance
You represent that you are not prohibited from using the Services under applicable export control or sanctions laws. You will not use the Services in prohibited jurisdictions or for prohibited end uses.
19. Governing law and jurisdiction
These Terms are governed by the laws of England and Wales, without regard to conflict-of-law rules. The courts of England and Wales will have exclusive jurisdiction, subject to any mandatory rights you may have as a consumer to bring proceedings in your home courts.
20. General
Entire agreement: These Terms, together with the Privacy Policy and any order form, constitute the entire agreement regarding the Services and supersede prior discussions.
Assignment: You may not assign these Terms without our consent. We may assign in connection with a merger, acquisition, or sale of assets.
No waiver; severability: Failure to enforce a provision is not a waiver. If a provision is invalid, the remainder remains in effect.
Force majeure: We are not liable for delays or failures due to events beyond our reasonable control, including Third-Party Platform outages.
21. Contact
Kepll LTD
71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom
Email: info@kepll.com
Phone: +44 7988 598729