1. What do these terms and conditions apply to?
1.1 The Kanexy Platform gives you:
Information and other administrative support tools and services provided by us and customer care in relation to the Linked Services defined below, KANEXY; and Access to services provided by third parties through the KANEXY Platform (referred to in this agreement as the 'Linked Services').
Please note the limitations of the KANEXY Platform and the exclusions and limits of our liability in clause 6.
1.2 These terms and conditions apply to the services we provide to customers who have registered with us but they do not apply to the Linked Services. These are covered by separate terms and conditions which you will need to agree to when you sign up for the Linked Services. In the event of any conflict with the terms for Linked Services, these terms shall govern your use of the KANEXY Platform.
1.3 By registering and each time you use the KANEXY Platform, you agree to be bound by these terms and conditions in your personal capacity. In addition, where you are accessing, using or receiving our services on behalf of an organisation (for example your business or employer), you represent and warrant that you are authorised to accept and agree to these Terms on behalf of that organisation which shall be bound by these Terms, and "you" and "your" shall be construed accordingly.
1.4 In these terms and conditions:
'we' means KANEXY and
'you' means the individual sole trader, partnership or other legal entity (limited company or unincorporated association) that has registered with us.
If you are a partnership, sole trader or other legal entity, each individual who is authorised by you to use the KANEXY Platform must register as a separate user in the registration process. 'You' in these terms and conditions will include those authorised individuals, where relevant, and you are responsible and liable for any access, use or misuse of the KANEXY Platform by those individuals.
2. How you access the KANEXY platform
2.1 When you register your mobile device with KANEXY, you (or each authorised user) will choose a security code and provide other security details which must be entered to log on to the KANEXY Platform. You must keep these secret because, as long as the mobile device and associated security code has been used, we will assume that you are the person using the KANEXY Platform. We may carry out additional checks if we think it is necessary.
2.2 You must tell us as soon as possible if your mobile device has been lost or stolen or you think someone else knows your security details or can use KANEXY by impersonating you. Until you tell us:
you will be responsible for any instruction which we receive and act on, even if it was not given by you; and
we will not be responsible for any unauthorised access to confidential information about you on the KANEXY Platform.
2.3 By using the KANEXY Platform, you agree that you will not use any functions of the KANEXY Platform for any Prohibited Activity (as defined in Appendix 1 to this agreement) or any Prohibited Purpose (as defined in Appendix 2 to this agreement).
3. Fees and charges
Use of the KANEXY Platform is subject to our fees and charges which can be found in the fee schedule on the KANEXY website and in the KANEXY app. We will provide you with at least 60 calendar days advanced notice of any changes to our fees and charges in accordance with clause 7 of this agreement.
4.1 We may use software and other technology to detect viruses or malicious software on the computer or device you use to access the KANEXY Platform. If you are using a mobile device, we may also use software and other technology to determine whether your device has been altered through 'jailbreaking' or 'rooting'. If we determine that your device has been altered through 'jailbreaking' or 'rooting', or if we detect viruses or malicious software, we may suspend, restrict or block access to the KANEXY Platform from that device.
5. When we can restrict access to the KANEXY platform
5.1 We may suspend, restrict or stop your use of the KANEXY Platform at any time without advance warning if we reasonably think this is necessary because, for example:
we discover you have knowingly given us false information;
the security of the KANEXY Platform is at risk;
we suspect unauthorised or fraudulent use of the KANEXY Platform;
a device is used that we do not recognise or is used in an unusual way;
you use KANEXY Platform or our services and tools in a way or for a purpose not envisaged by us;
we have to comply with any legal or regulatory requirement;
any event under clause 6.3 below;
you have not accessed the KANEXY Platform for six months or more;
you have breached this agreement, including but not limited to using the KANEXY Platform for any Prohibited Activity or Prohibited Purpose or failing to make any payment due; or
you fail to satisfy the compliance criteria of any of our third party providers.
5.2 If we suspend, restrict or stop your use of the KANEXY Platform, you will not be able to use the Linked Services until access to the KANEXY Platform is restored.
5.3 Where possible we will contact you before suspending, restricting or blocking your access to tell you that we are doing so and why. We may do this by displaying a message the next time you try to log on or perform an action on the KANEXY Platform. However, we may not always be able to contact you, for example because of legal or regulatory restrictions.
6. Our limited liability and limited service functionality
6.1 Nothing in this agreement shall exclude or limit our liability for death or personal injury resulting from our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation and for any other liability that cannot be excluded by law.
6.2 To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.
6.3 You can usually use the KANEXY Platform at all times but we won't be liable if you suffer any loss or damage if it is unavailable or does not function properly because of:
scheduled and emergency repairs, updates, or maintenance;
the failure of data processing systems; or
events, circumstances or causes beyond our reasonable control.
6.4 The KANEXY Platform and our administrative support tools and services including our accounting, tax-related or other tools (collectively, "tools") provide functionality that in our opinion might assist some of our customers. However, please note that:
Although we will use reasonable endeavors to provide the KANEXY Platform and the functionality of our tools intended by us, we cannot give any guarantees that KANEXY Platform or our tools:
are fit for any particular purpose or that they may help you comply with any legal requirement;
are always available or that they operate without error, interruption or delay;
will ensure that your information is uncorrupted or that records will be kept for any time;
will always produce accurate calculations, forecasts or information;
provide any advice that you could rely on. Any prompts, suggestions or recommended course of action are just general automated reminders which we thought might be helpful, but they do not constitute advice as they do not consider the specific circumstances of your case or legal obligations.
You must not rely in any way on the KANEXY Platform or our tools or any suggestions or information provided and you remain solely responsible (and we are in no way responsible) for, among other things, keeping your own records, ensuring the accuracy and completeness of information, verifying information, seeking independent advice, managing your relationship with any third party introduced by us, complying with your legal and tax obligations, meeting your liabilities, ensuring that any notices, returns, reports, accounts, computations, statements, assessments and registrations and any other information ("Returns") required to be made or submitted to any tax authority for the purposes of tax are correct and complete, filing any Returns by the due date, making payment of tax on time and making decisions about your financial, tax and other position.
Subject to clause 6.1, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
loss of profits, sales, business, or revenue;
penalties, fines, surcharge, interest or other similar charges or expenses incurred by you;
loss of anticipated savings;
loss of business opportunity, goodwill or reputation; or
any indirect or consequential loss or damage, in each case whether or not such loss or damage was foreseeable.
6.5 We will not be liable if you cannot use any Linked Services at any time or if any third party breaks their agreement with you.
6.6 We will do all that we reasonably can to prevent unauthorised access to the KANEXY Platform and we will accept liability for any loss or damage resulting directly from our failure to prevent any unauthorised access to the KANEXY Platform in breach of our obligation but excluding any loss or damage set out in 6.4(c), so long as you can show that you kept your device safe, your mobile device was not subject to jailbreaking or 'rooting', where applicable, and you did not disclose your security details or fail to keep them secret.
6.7 We will use our reasonable endeavors to resolve any errors or issues if you let us know. However, notwithstanding any term of this agreement but without prejudice to clause 6.1, our total liability to you in connection with this agreement whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall not exceed the total fees received from you in the 12 months immediately preceding the calendar month in which the claim arose.
Changing these terms
7.1 We may ask you to agree to changes to these terms and conditions or to the services we provide, for example software updates or improvements in functionality, on the KANEXY Platform through the KANEXY website or KANEXY app.
7.2 We can also change any of these terms and conditions, including introducing or changing charges, provided we give you at least 60 calendar days notice in advance. The new terms will apply automatically at the end of the notice period, but if you do not want to agree to the change, you can stop using the KANEXY Platform.
8. Contacting one another
8.1 If we need to contact you about your KANEXY Platform, we will normally do so through your KANEXY Platform secure inbox. You should therefore log on to the KANEXY Platform secure inbox regularly so you don't miss important communications from us, for example, in relation to any changes we need to make. We recommend that you log in at least once a week.
8.2 We may also communicate with you by email, SMS, post, telephone or through the app.
8.3 You must tell us if your contact details change. If you don't tell us, we won't be responsible if we can't contact you or we use out of date contact details to send you information.
8.4 You can contact us by sending an instant message on the KANEXY Platform secure inbox.
9. Ending this agreement
9.1 You may end your use of the KANEXY Platform at any time by messaging Customer Services through the KANEXY Platform secure inbox.
9.2 We can end this agreement by giving you at least 5 calendar days notice in advance, via the KANEXY Platform secure inbox.
9.3 If you have a query regarding your use of the KANEXY Platform, you can send us an instant message via the KANEXY Platform secure inbox.
10. Intellectual property
10.1 KANEXY and any third party software providers own all intellectual property rights relating to the KANEXY Platform. KANEXY grants you a limited right to use the KANEXY Platform on the terms of this agreement.
10.2 KANEXY uses licensed third party software (Licensed Technology) to operate the KANEXY Platform. Licensed Technology remains the property of the relevant licensor and KANEXY does not grant you any sub license to use Licensed Technology except to operate your account via the KANEXY Platform.
10.3 Except as expressly permitted in this agreement, you may not use, copy, reproduce, incorporate, distribute, sublicense, adapt, enhance, modify, decompile, reverse engineer, display, or provide the KANEXY technology, intellectual property rights or any Licensed Technology to any other person.
11.1 If you have a complaint, please contact Customer Services through the KANEXY Platform secure inbox.
11.2 All complaints will be subject to our complaints procedure, which we can provide to you upon request. You should note that we aim to resolve all complaints within 15 business days from the date on which you contact us. In exceptional circumstances, where we are unable to resolve your complaint within 15 business days, we will resolve your complaint within 35 business days.
12. How we use your personal information
12.1 You may provide us with information about you from time to time in connection with your use of the KANEXY Platform. Some information will be necessary for us to provide you with the KANEXY Platform. You must update any changes to your information via the KANEXY Platform secure inbox.
12.2 We may at any time request evidence of identity from you. We will also use an ID verification agency or credit reference agency (whose names and addresses will be provided to you on request) both prior to and throughout your use of the KANEXY Platform to verify your identity and who will add details to your record of our request for a search
12.3 We are the data controller of your personal data processed in connection with your use of the KANEXY Platform and we will:
implement appropriate technical and organisational measures designed to protect any of your personal data against unauthorised or unlawful processing and accidental loss or damage;
only transfer your personal data to countries outside the UK that ensure an adequate level of protection for the rights of the data subject or where we have complied with alternative requirements for the international transfer of personal data in accordance with the law;
make a backup copy of your personal data every week and record the copy on media from which the data can be reloaded if there is any corruption or loss of the data; and
in such event and if attributable to any default by us, promptly restore the data at our own expense or, at your option, promptly reimburse you for any reasonable expenses you incur in having the data restored by a third party.
12.4 We are not the data controller in relation to your personal data processed in connection with your use of any Linked Services. Please refer to the privacy notice of the relevant third party provider to find out how your information is processed and safeguarded in Linked Services.
13.1 You will not assign or transfer any of your rights and benefits under this agreement. We may at any time assign, transfer or subcontract any or all of our rights and benefits under this agreement without prior written notice to you.
13.2 We may assign transfer or subcontract any or all of our obligations herein to any group company, affiliate or selected third party: (a) by giving 60 calendar days prior notice in writing or (b) at any time (with or without notice) to comply with any law or regulation or (c) on valid request by a Linked Service provider.
13.3 Even if we delay or fail to exercise any right or remedy under this agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this agreement that will not mean that you do not have to do those things nor will it prevent us taking steps against you at a later date.
13.4 If any provision of this agreement is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
13.5 All the information we give you and all communications between you and us will be in English.
13.6 This agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, will be governed by, and construed in accordance with, the law of England and Wales.
13.7 We both agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
13.8 No third party who is not a party to this agreement has a right to enforce any of its terms.
By entering into this agreement, I confirm that I am using the KANEXY Platform for the purposes of a business carried on by me or intended to be carried on by me, and I undertake to use the KANEXY Platform accordingly.
a1. Appendix 1 - Prohibited Activity
Each of the following is a Prohibited Activity
Any illegal or unlawful purpose.
Involvement in fraud or criminal activities
Involvement with politically exposed persons or political parties
Management of assets (including of third parties), through collective investment schemes, retail FX businesses, Quasi Cash or cryptocurrency
Involvement in the manufacture or trading of weapons and nuclear materials.
Dealing in precious metals and precious stones
Individuals acting in a consumer capacity and not acting as Non-Limited Organisations.
a2. Appendix 2 - Prohibited Purpose
Each of the following is a Prohibited Purpose
Involvement in any Prohibited Activity
Involvement in any illegal or unlawful activity.