Terms and Conditions
1. APPLICATION
1.1 These standard terms and conditions apply to all Kevee Technology Limited Customers that acquire Goods or Services from Kevee Technology Limited in trade or for business purposes.
1.2 If there is any conflict or inconsistency between these terms and conditions (i.e., in any section), and the terms and conditions of any Scope of Work, the terms and conditions of the Scope of Work shall prevail unless expressly stated otherwise in the Scope of Work.
1.3 Subject to clause 1.2, these terms and conditions shall take precedence over all other terms relating to the supply of Goods or Services from Kevee Technology Limited to the Customer, including the terms of trade attached to any correspondence from the Customer, or any invoice or purchase order terms that are used by the Customer from time to time.
1.4 A breach of these terms and conditions by the Customer’s End Users (i.e., in any section) is deemed to be a breach of these terms and conditions by the Customer.
2. INTERPRETATION
2.1 Definitions: In these terms and conditions, the following terms have the stated meaning:
- Confidential Information: any information that is not public knowledge and that is obtained from the other party in the course of supplying Goods or Services (including the terms of each Scope of Work). Kevee Technology Limited's Confidential Information includes Intellectual Property owned by Kevee Technology Limited (or its licensors), including copyright in the Kevee Technology Limited Software. The Customer’s Confidential Information includes the Data.
- Customer: means the person or entity who is identified as the customer in the applicable Scope of Work.
- Data: all data, content, and information (including Personal Information) owned, held, used or created by or on behalf of the Customer or its End Users that is stored using, or inputted into, the Goods or Services.
- End User: each Customer’s personnel and customers who are registered to use the Services from time to time.
- Kevee Technology Limited: Kevee Technology Limited (insert your company registration details).
- Kevee Technology Limited Software: the software owned by Kevee Technology Limited (and its licensors) that is used to provide the SaaS Service.
- Fees: the fees set out in the applicable Scope of Work, as updated from time to time in accordance with clause 4.4 of these terms and conditions.
- Force Majeure: an event that is beyond the reasonable control of a party, excluding:
- an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
- a lack of funds for any reason.
- Goods: all goods agreed to be delivered by Kevee Technology Limited under an applicable Scope of Work, including all smart devices for charging electric vehicles, including charging stations, power sensors, and any accessories for such devices, details of which are set out in the applicable Scope of Work.
- Intellectual Property Rights: includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning and includes any enhancement, modification, or derivative work of the Intellectual Property.
- OCPI: means Open Charge Point Interface protocol.
- OCPP: means Open Charge Point Protocol 1.6J or higher.
- Payment Terms: the applicable payment terms set out in the applicable Scope of Work (if any).
- Personal Information: has the meaning given in the Privacy Act 2020.
- Privacy Policy: means Kevee Technology Limited's privacy policy made available on the Website as updated from time to time.
- Related Services: any service related or ancillary to the SaaS Service as described in the applicable Scope of Work.
- SaaS Service: the software as a service having the core functionality described in the applicable Scope of Work.
- Services: the SaaS Service and any Related Services.
- Service Levels: means, in respect of a Service, the minimum level of performance that Kevee Technology Limited must achieve in performing that Service as specified in clause [insert reference] of Kevee Technology Limited's Supply of Services Terms.
- Start Date: means the start date specified in the applicable Scope of Work or, if none is specified, the date on which the trading relationship between Kevee Technology Limited and the Customer begins.
- Scope of Work: means:
- a scope of work agreed between Kevee Technology Limited and the Customer in relation to the supply of Goods or Services; and
- for some Customers, in particular Resellers and Installers, a “Scope of Work” may take the form of a “Contract” document incorporating these standard terms and conditions plus Special Terms.
- Special Terms: means any special terms and conditions agreed between Kevee Technology Limited and the Customer in writing which apply in priority to these standard terms and conditions.
- Underlying Systems: the Kevee Technology Limited Software, IT solutions, systems and networks (including software and hardware) used to provide the Services and operate the Goods, including any third party solutions, systems, and networks.
- Website: the internet site at the domain set out in the applicable Scope of Work or such other site notified to the Customer by Kevee Technology Limited.
- Year: a 12-month period starting on the Start Date or the anniversary of that date.
2.2 Interpretation: In these terms and conditions:
a. Clause and other headings are for ease of reference only and do not affect the interpretation of these terms and conditions.
b. Words in the singular include the plural and vice versa.
c. A reference to:
- i a party to these terms and conditions includes Kevee Technology Limited, the Customer, and each party’s permitted assigns;
- ii personnel includes officers, employees, contractors, and agents, but a reference to the Customer’s personnel does not include Kevee Technology Limited;
- iii a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity:
- iv including and similar words do not imply any limit; and
- v a statute includes references to regulations, orders, or notices made under or in connection with the statute or regulations and all amendments, replacements, or other changes to any of them;
- vi these standard terms and conditions, or any section of them, is a reference to Kevee Technology Limited's
- Universal Commercial Terms;
- Supply of Goods Terms;
- Supply of Services Terms;
- Reseller Terms;
- Installation Terms; and
- any other standard Kevee Technology Limited terms and conditions made available on the Website for Customers that acquire Goods or Services from Kevee Technology Limited in trade or for business purposes from time to time (each of which are hereby incorporated into any Scope of Work); and
d. No term of these terms and conditions is to be read against a party because the term was first proposed or drafted by that party.
3. SCOPE OF WORK
3.1 Scope of Work: Kevee Technology Limited and the Customer may agree to one or more Scopes of Work.
3.2 Orders: An Order is deemed to incorporate these terms and conditions.
4. SUPPLY OF GOODS AND SERVICES
4.1 Supply: Kevee Technology Limited must supply the Goods and Services to the Customer in accordance with these terms and conditions and the applicable Scope of Work.
4.2 Supply to End Users: The Customer may not sell, lease or otherwise supply the Goods to End Users unless Kevee Technology Limited agrees to the sale, lease or supply in writing.
4.3 Customer’s obligations: The Customer must:
- a comply with all laws in relation to the use of the Goods and Services;
- b provide Kevee Technology Limited with all necessary co-operation, information and assistance in relation to the Goods and Services as Kevee Technology Limited reasonably requires;
- c obtain and maintain all necessary licences, consents, and permissions necessary for Kevee Technology Limited, its contractors and agents to perform their obligations under these terms and conditions, including without limitation licences, consents, and permissions relating to the Customer Data; and
- d ensure that its network and systems comply with any relevant specifications provided by Kevee Technology Limited from time to time.
4.4 Fees: The Customer must pay the Fees to Kevee Technology Limited in accordance with the Payment Terms.
5. CUSTOMER’S OBLIGATIONS
5.1 Access Conditions: The Customer must ensure that the End Users access and use the Services in accordance with these terms and conditions and any instructions issued by Kevee Technology Limited from time to time.
5.2 Compliance: The Customer must ensure that its End Users comply with these terms and conditions and must inform Kevee Technology Limited immediately of any suspected or actual breach of these terms and conditions by an End User.
5.3 Use Policies: The Customer must ensure that its End Users comply with Kevee Technology Limited’s Use Policies when using the Services.
5.4 Authorised Users: The Customer must ensure that End Users are the only individuals that access and use the Services, and only End Users are permitted to access and use the Services.
5.5 Customer responsibility: The Customer is solely responsible for all acts and omissions of End Users, including any breach of these terms and conditions.
5.6 Suspension: The Customer acknowledges that Kevee Technology Limited may suspend access to the Services (including disabling any End User’s access) if the Customer is in breach of these terms and conditions.
5.7 Reported breaches: The Customer must:
- a. immediately report to Kevee Technology Limited any unauthorised use of the Services of which the Customer becomes aware; and
- b. use all reasonable efforts to stop any such unauthorised use.
5.8 Notification: The Customer must immediately notify Kevee Technology Limited of any changes to the Customer’s details, including any changes to the Customer’s credit card or bank account details.
6. PAYMENT
6.1 Payment Obligations: The Customer must pay the Fees to Kevee Technology Limited for the Services.
6.2 Invoicing: Kevee Technology Limited will issue an invoice for the Fees to the Customer at the start of the Service.
6.3 GST: The Fees are exclusive of goods and services tax (GST). The Customer must pay any GST to Kevee Technology Limited in addition to the Fees.
6.4 Automatic Renewal: The Services may automatically renew at the end of each Year for a further Year unless either party gives written notice to the other party that it does not wish to renew the Services.
6.5 Payment Disputes: The Customer must pay the Fees without any set-off, counterclaim or any other deduction.
6.6 Fee Changes: Kevee Technology Limited may increase the Fees from time to time by giving the Customer not less than 30 days’ notice. If the Customer does not accept the increase, the Customer may terminate the Services by giving Kevee Technology Limited not less than 20 days’ notice, with the termination taking effect on the date the increase would have otherwise applied.
6.7 Suspension: Kevee Technology Limited may suspend the Services (including disabling any End User’s access to the Services) if any amount owing by the Customer under these terms and conditions or any Scope of Work is overdue.
6.8 No Refunds: The Customer is not entitled to any refund of Fees on termination of this agreement or any Scope of Work.
6.9 Late Payment: If the Customer fails to pay any amount payable under these terms and conditions by the due date, then, without prejudice to Kevee Technology Limited's other rights or remedies:
- a. the Customer will be liable to pay interest on the overdue amount at the default interest rate from the due date up to the date of actual payment;
- b. Kevee Technology Limited may suspend the Services until the outstanding amount is paid in full;
- c. Kevee Technology Limited may recover (on a full indemnity basis) the cost of any debt collection or legal action taken to recover the overdue amount; and
- d. all amounts payable by the Customer will immediately become due and payable.
7. INTELLECTUAL PROPERTY
7.1 Ownership: The Customer acknowledges that all Intellectual Property Rights in the Services, the Underlying Systems, and anything developed or created by or on behalf of Kevee Technology Limited in connection with these terms and conditions are owned by Kevee Technology Limited (or its licensors).
7.2 Licence: Subject to the Customer’s payment of the Fees, Kevee Technology Limited grants the Customer a non-exclusive, non-transferable licence to use the Services in accordance with these terms and conditions.
7.3 Customer Data: The Customer:
- a grants Kevee Technology Limited a licence to use, copy, transmit, store, and back-up the Customer Data for the purposes of enabling the Customer to access and use the Services and for any other purpose related to the provision of Goods and Services to the Customer; and
- b warrants that it has the right to grant Kevee Technology Limited this licence.
8. CONFIDENTIALITY
8.1 Obligations: Each party must:
- a. keep the Confidential Information confidential and not disclose it, except to:
- i its personnel, officers, employees, contractors, and professional advisors on a “need to know” basis, in which case the party disclosing the Confidential Information will procure that each person to whom Confidential Information is disclosed complies with the requirements of this clause 8 as if they were a party to this agreement; or
- ii to the extent required by law or stock exchange rules or as otherwise required for the performance of these terms and conditions; and
- b not use or reproduce any Confidential Information for any purpose other than the performance of its obligations under these terms and conditions.
8.2 Return of Confidential Information: A party must, on request, return to the other party or destroy all Confidential Information of the other party in its possession or control.
8.3 Deemed Confidential: Kevee Technology Limited’s Intellectual Property is deemed to be Kevee Technology Limited’s Confidential Information.
8.4 Obligations Continue: The obligations under this clause 8 continue for the duration of this agreement and for a period of three years after termination of this agreement.
9. WARRANTIES
9.1 Consumer Guarantees Act: If the Customer is acquiring Goods or Services from Kevee Technology Limited for the purposes of a trade or business, the Customer acknowledges that the Consumer Guarantees Act 1993 does not apply.
9.2 No warranties: Except as expressly provided in these terms and conditions, and to the extent permitted by law:
- a the Services and the Goods are provided “as is” and “as available” and Kevee Technology Limited excludes all warranties, representations, and guarantees (whether express, implied, or statutory), including any warranties, representations, or guarantees as to:
- i the nature, quality, or fitness for purpose of the Services and the Goods; and
- ii the availability or uptime of the Services; and
- b Kevee Technology Limited will not be liable for the Services’ performance, or any error or defect in the Services, or the Goods, or for any failure of the Services to achieve any specific result.
9.3 Consumer Guarantees Act: If the Customer is a consumer under the Consumer Guarantees Act 1993, the exclusions and limitations set out in this clause 9 do not apply to the extent they are prohibited by that Act.
10. LIABILITY
10.1 Liability: To the maximum extent permitted by law:
- a the maximum aggregate liability of Kevee Technology Limited for all claims under or relating to these terms and conditions or any Scope of Work, including for any implied warranties, representations, or conditions, and including for negligence, under statute, in equity, tort, or otherwise (the Claims) will be limited to the amount paid by the Customer under these terms and conditions or the applicable Scope of Work; and
- b Kevee Technology Limited will not be liable for any consequential, special, incidental, or punitive damages or for any loss of profit, revenue, opportunity, anticipated savings, or data arising out of or in connection with these terms and conditions or any Scope of Work, even if Kevee Technology Limited has been advised of the possibility of such damages.
10.2 Business Customers: If the Customer is acquiring the Services or Goods for the purposes of a trade or business:
- a the Customer agrees that the Consumer Guarantees Act 1993 does not apply to the Services or Goods provided by Kevee Technology Limited; and
- b the Customer agrees that the provisions of the New Zealand Sale of Goods Act 1908 will not apply to this agreement and cannot be contracted out of except as provided for in clause 10.3.
10.3 New Zealand Consumer Guarantees Act 1993: If the Customer is a consumer under the Consumer Guarantees Act 1993 and the Customer acquires the Services or Goods for personal, domestic, or household use, the provisions of the Consumer Guarantees Act 1993 will apply and the provisions of these terms and conditions which are inconsistent with the Consumer Guarantees Act 1993 are overridden and do not apply.
10.4 Indemnity: The Customer indemnifies Kevee Technology Limited against all Claims and all losses, costs, and expenses incurred by Kevee Technology Limited in connection with any Claim.
11. TERMINATION
11.1 Termination for Convenience: Kevee Technology Limited may terminate these terms and conditions or any Scope of Work for any reason on 30 days’ written notice to the Customer.
11.2 Termination for Cause: Either party may terminate these terms and conditions or any Scope of Work by written notice to the other party if the other party:
- a commits a material breach of these terms and conditions or any Scope of Work and the breach is not remedied within 20 Business Days of receipt of a notice specifying the breach and requiring it to be remedied; or
- b becomes insolvent or goes into liquidation or has a receiver or manager appointed over any of its assets or becomes the subject of any similar insolvency event in any jurisdiction.
11.3 Accrued Rights: Termination of these terms and conditions or any Scope of Work is without prejudice to any rights or obligations that have accrued prior to termination.
11.4 Consequences of Termination: On termination of these terms and conditions or any Scope of Work:
- a the Customer must immediately pay to Kevee Technology Limited all amounts owing to Kevee Technology Limited under these terms and conditions or any Scope of Work;
- b the Customer must immediately cease using the Services;
- c Kevee Technology Limited may immediately disable the Customer’s access to the Services;
- d the Customer must immediately return all Confidential Information of Kevee Technology Limited in its possession or control;
- e the Customer will not be entitled to any refund of Fees or any other amounts paid by the Customer under these terms and conditions or any Scope of Work; and
- f any term or condition which, by its nature, should survive termination will survive termination.
11.5 Termination of Scopes of Work: Termination of these terms and conditions or any Scope of Work will not terminate any other Scope of Work. Termination of a Scope of Work will not terminate these terms and conditions.
11.6 Dispute Resolution: If a dispute arises in connection with these terms and conditions or any Scope of Work, the parties must use their best endeavours to resolve the dispute by negotiation.
11.7 Force Majeure: If Kevee Technology Limited is delayed in or prevented from performing any of its obligations under these terms and conditions by reason of any event or circumstance beyond its reasonable control, Kevee Technology Limited will have no liability to the Customer in respect of the delay or prevention.
12. GENERAL
12.1 Amendment: These terms and conditions may only be amended in writing and signed by both parties.
12.2 Assignment: The Customer may not assign or transfer any of its rights or obligations under these terms and conditions without the prior written consent of Kevee Technology Limited.
12.3 Entire Agreement: These terms and conditions (including any Scope of Work) contain the entire agreement between the parties and supersede all previous agreements and understandings between the parties.
12.4 Waiver: If either party waives any breach of these terms and conditions, this will not constitute a waiver of any other breach. No waiver will be effective unless it is in writing and signed by the party granting the waiver.
12.5 Notices: Any notice given under these terms and conditions must be in writing and addressed to the recipient’s address specified in the Scope of Work (or as otherwise notified by the recipient to the other party from time to time).
12.6 Governing Law and Jurisdiction: These terms and conditions are governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
12.7 Counterparts: These terms and conditions may be executed in any number of counterparts, each of which when executed will be an original, but all the counterparts will together constitute one and the same instrument.
The terms and conditions you've provided are quite comprehensive and cover various aspects of the agreement between Kevee Technology Limited and its customers. Here's a summary of the key points:
Scope of Work: The agreement encompasses the scope of work agreed upon by Kevee Technology Limited and the customer, and it includes any orders placed by the customer.
Supply of Goods and Services: Kevee Technology Limited is responsible for supplying goods and services as outlined in the agreement. The customer is required to comply with all relevant laws and provide necessary cooperation and information.
Payment: The customer is obligated to pay the specified fees for the goods and services, and the agreement outlines the payment terms and procedures.
Intellectual Property: Kevee Technology Limited retains ownership of intellectual property related to the services, while the customer is granted a non-exclusive license to use the services.
Confidentiality: Both parties are obligated to keep confidential information confidential and not disclose it to third parties.
Warranties: The agreement specifies that the services and goods are provided "as is," and Kevee Technology Limited excludes certain warranties. The extent of these warranties may vary depending on whether the customer is a consumer or a business.
Liability: The agreement limits the liability of Kevee Technology Limited for certain types of damages and losses. It also includes indemnity provisions.
Termination: The agreement outlines conditions under which either party can terminate the agreement and the consequences of termination.
General: Various general provisions, including those related to amendment, assignment, notices, governing law, and counterparts, are included in the agreement.