Welcome to Clever Accounting. This Agreement describes your rights and responsibilities. Please read it carefully.
"Access Fee": means the monthly fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which Clever may change from time to time by providing prior notice to You).
"Clever":means Clever Solutions Ltd located in the Malta, Europe.
"Confidential Information": includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
"Data": means any data entered by You or with Your authority into the Website.
"Intellectual Property Right": means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
"Service": means the online accounting and personal finance management services made available (as may be changed or updated from time to time by Clever) via the Website.
"Website": means the Internet site at the domain www.cleversolutions.eu or any other site operated by Clever.
"Invited User": means any person or entity, other than the Subscriber, that uses the Service with the authorization of the Subscriber from time to time.
"Subscriber": means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
"You": means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.
We may add, delete or modify any of our Services at any time in our sole discretion. We may also vary this Agreement at any time and we will notify you of any changes by posting the changes on the Site. Changes will take effect on the day we notify you ("effective date"). You can always obtain a current copy of this Agreement at any time on our Site. If any change is not acceptable to you, you must stop using the Services. Your use of the Services after the effective date shall constitute your acceptance of such changes. If any new products or services become available, they will be considered a part of the Services and your use of them will be governed by the terms and conditions of this Agreement unless we notify you that different terms and conditions apply. You must also comply with any additional terms which apply to third-party content, material, information, software or other services.
You may be required to provide us with certain information in order to obtain access to and use of certain features and functions of the Services including, without limitation, your name or your company's name, member number, address, telephone number(s), e-mail address, and/or applicable payment data for orders placed for goods and services via the Services (e.g., credit card number, e-mail address, and expiration date) (collectively, your "Information"). You represent, warrant and covenant to us that any and all Information and any other information or data you provide to us, is and will be true, accurate and complete when given to us, that in providing such information to us you will not knowingly omit or misrepresent any material facts or information. You also represent and warrant that the Information, or any information or data you may provide to us, belongs to you. You further consent and authorize us to verify your Information as required for your use and access to the Services, as applicable.
Certain features and functions of the Services are not generally available to the public. In order to access and use such features and functions, we may require you to enter a unique userID, companyID and password. We and/or third parties may also, from time to time, provide you with additional codes or passwords necessary to perform certain transactions or otherwise access the Services. Your userID, companyID, password, and any additional codes or passwords are collectively referred to herein as "IDs". Your IDs are personal to you. You agree that you will not allow another person to use your IDs to access and use the Services under any circumstances.
You are solely responsible for maintaining the strict confidentiality of your IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Services using your IDs. You agree to immediately notify us if you become aware of any unauthorized use of your IDs or should you need to deactivate an ID due to security concerns.
You may not use or allow others to use, your IDs and/or the Services, directly or indirectly, nor upload, distribute, transmit, communicate, link to, publish or access any data, information or material through, using or otherwise in connection with the Services, that: (a) is libellous, defamatory, vulgar or obscene, pornographic, sexually offensive or explicit, harmful or harassing, threatening, hateful, racially, culturally, ethnically or otherwise objectionable or offensive, discriminatory or abusive; (b) violates any law or regulation or the rights of others; (c) causes duress, distress or discomfort to another or is likely to deter or discourage others from using the Services; and/or (d) infringes any intellectual property, proprietary rights or confidentiality obligations of others. You are solely responsible and liable for any such activity, behaviour, use and conduct. We have no liability and you bear the sole and exclusive risk associated with use of or reliance on the accuracy, quality, completeness, reliability or usefulness of any data, information or material in connection with your IDs.
You also may not use, nor allow others to use, your IDs, the Services, directly or indirectly, to: (a) attempt to or actually disrupt, impair or interfere with, alter or modify the Services or any information, data or materials posted and/or displayed by us or anyone else; (b) act in a way that affects or reflects negatively on us, the Services, or anyone else; (c) collect or attempt to collect any information from others including, without limitation, personally identifiable information, without such party's prior consent. You agree to comply with all local, state, federal laws, statutes, rules and regulations, as well as any international treaties, which are applicable to your use of the Services.
You are prohibited from violating or attempting to violate the security of the Services, including, without limitation: (a) accessing data not intended for you or logging onto a processor, communications or access device or account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of the Services or to breach security or authentication measures, regardless of your motives or intent; (c) attempting to interfere with or disrupt the Services or service to any user, processor, host or network, including, without limitation, by submitting a virus, worm or Trojan horse; or (d) sending unsolicited e-mail or other information, including promotions or advertising. Violations of system or network security or this Agreement may result in civil or criminal liability. We have the right to investigate occurrences which may involve such violations and may involve, provide information to and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
In connection with your use of the Services, you may have access to and use of discussion groups, chat rooms, bulletin boards and other interactive functionality ("Interactive Services"). If you participate in or use any Interactive Services, you are responsible for any information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") you upload, post, link to or otherwise transmit (collectively "transmit") and the consequences thereof. If you choose to transmit any Content using such Interactive Services, you agree to do so solely for lawful purposes and in compliance with all applicable laws. You expressly agree that we have no responsibility for or control over the Content you may transmit using these Interactive Services. We make no representation that your use of the Interactive Services will comply with applicable laws or that they were designed to comply with the applicable laws. Additionally, we do not represent, warrant or guarantee the truthfulness, accuracy, quality, or reliability of any of the Content posted, displayed, linked to or otherwise transmitted via any Interactive Services. We also do not endorse any opinions expressed in or through any Interactive Services. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
Although we do not actively monitor, regulate or pre-screen your use of the Services, we reserve the unconditional right (but not the obligation) to remove, move or edit any Content we consider harmful, offensive, disruptive, in violation of law, regulation or any agreement, including, without limitation, which is or may be in violation of this Agreement. We have no liability or responsibility to you or any other person or entity for performance or non-performance of such monitoring activities.
You hereby grant to us a non-exclusive, worldwide, royalty-free, perpetual license, with right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any Content you submit via the Interactive Services by all means and in any media now known or hereafter developed for any use or purpose.
5 CLEVER ACCOUNTING
Clever grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
a) the Subscriber determines who is an Invited User and what level of user role access to the relevant organization and Service that Invited User has;
b) the Subscriber is responsible for all Invited Users’ use of the Service;
c) the Subscriber controls each Invited User’s level of access to the relevant organization and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
d) if there is any dispute between a Subscriber and an Invited User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
5.1 YOUR OBLIGATIONS
5.1.1 Payment obligations:
An invoice for the Access Fee will be issued once you request an account for the period you subscribed for and another invoice issued towards the end of each period. All invoices will include the Access Fee for the period to be covered in advance. Clever will continue invoicing You on a regular basis until this Agreement is terminated in accordance with clause 5.5.
All Clever invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.
5.1.2 Preferential pricing or discounts:
You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of organizations that You have added to the Service or that have been added with Your authority or as a result of Your use of the Service ('Organizations'). Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your Organizations. Without prejudice to any other rights that Clever may have under these Terms or at law, Clever reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Organizations in the event that any invoices for those Access Fees are not paid in full by the due date for payment.
5.1.3 General obligations:
You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Clever or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
5.1.4 Automated Bank transaction data delivered into Your Clever account:
Where available, automated bank account transaction data feeds are generally provided to You free of charge. However, Clever reserves the right to pass on any charges related to the provision of bank feed data on a case-by-case basis at Clever’s sole discretion. Clever would first inform You via email to indicate what those charges are likely to be (as such charges may vary depending on Your bank and Your volume of bank feeds). You may opt to discontinue use of automated bank feeds at any time by giving Clever sufficient prior notice of which automated bank account transaction data feeds you want to discontinue. Upon receiving such notice Clever will arrange for such feeds to be terminated in accordance with each bank’s usual practices. For the avoidance of doubt, ‘sufficient notice period’ will depend on Bank’s standard procedures including any relevant notice period, this Bank being Clever’s bank of choice for its services.
5.1.5 Access conditions:
a. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential, as contemplated in Articles 2 and 3 of these Terms of Service. You must immediately notify Clever of any unauthorized use of Your passwords or any other breach of security and Clever will reset Your password. In addition, You must take all other actions that Clever reasonably deems necessary to maintain or enhance the security of Clever's computing systems and networks and Your access to the Services.
- As a condition of these Terms, when accessing and using the Services, You must:
i. not attempt to undermine the security or integrity of Clever's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
ii. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
iii. not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
iv. ot attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
c. By enabling the multi-currency functionality within the Services You confirm that You have read and accepted the foreign exchange currency rate data feed used by Clever and its Services.
5.1.6 Usage Limitations:
Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against Clever’s application programming interface. Any such limitations will be specified within the Review.
5.1.7 Communication Conditions:
As a condition of these Terms, and in conjunction with the conditions stated in Articles 3 and 4 hereof, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes and in accordance with these Terms of Service. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When You make any communication on the Website, You represent that You are permitted to make such communication. Clever is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Clever does reserve the right to remove any communication at any time in its sole discretion.
5.2 CONFIDENTIALITY AND PRIVACY
In addition to any specific sub-article in these terms referring to confidentiality and privacy concerning any specific use or service of our Services, unless the relevant party has the prior written consent of the other or unless required to do so by law:
a. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
b. Each party's obligations under this clause will survive termination of these Terms.
c. The provisions of the two preceding indents (a) and (b) shall not apply to any information which:
i. is or becomes public knowledge other than by a breach of this clause;
ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
iv. is independently developed without access to the Confidential Information.
5.3 WARRANTIES AND ACKNOWLEDGEMENTS
You warrant that in the event that you have registered in order to provide your clients with specific services such as Accounting or filing of obligatory returns to the authorities, and therefore where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms. For the avoidance of doubt, in this section ‘person’ refers to both natural and legal persons.
You acknowledge that:
a. You are authorized to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
b. Clever has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
- You are responsible for ensuring that You have the right to do so;
i. You will indemnify Clever against any claims or loss relating to:
ii. Clever's refusal to provide any person access to Your information or Data in accordance with these Terms,
c. The provision of, access to, and use of, the Services is on an "as is" basis and at Your own risk.
d. Clever does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Clever is not in any way responsible for any such interference or prevention of Your access or use of the Services.
e. Clever is not Your accountant and use of the Services does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
f. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used, including compliance with applicable laws.
g. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
h. This clause shall be read in conjunction with any other article which makes specific reference to limitation of liability concerning any aspect of the Service or use of the Service.
5.3.3 No warranties:
Clever gives no warranty about the Services. Without limiting the foregoing, Clever does not warrant that the Services will meet Your requirements or those of your Business or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
5.3.4 Consumer guarantees:
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction do not apply to the supply of the Services, the Website or this Agreement.
5.4 LIMITATION OF LIABILITY
a. To the maximum extent permitted by law, Clever excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
b. If You suffer loss or damage as a result of Clever's negligence or failure to comply with these Terms, any claim by You against Clever arising from Clever's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
c. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 5.5.
5.5.1 Trial policy
When You first sign up for access to the Services You can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed from the day You first added Your billing details into the Services. If You choose not to continue using the Services, You may delete Your organization in the 'My Clever' section of the Services.
5.5.2 Prepaid Subscriptions
Clever will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription under any circumstance.
5.5.3 No-fault termination:
These Terms will continue for the period covered by the Access Fee paid or payable under these Terms of Service. At the end of each billing period these Terms will automatically continue for another period of the same duration as the original period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate this Agreement You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
a. breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
b. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 5.5.4 or any payment of Access Fees that are more than 10 days overdue); or
You or Your business become insolvent or Your
business goes into liquidation or has a receiver or manager appointed of any of
its assets or if You become insolvent, or make any arrangement with Your
creditors, or become subject to any similar insolvency event in any
Clever may take any or all of the following actions, at its sole discretion:
a. Immediately terminate this Agreement and Your use of the Services and the Website;
b. Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
c. Suspend or terminate access to all or any Information or Data,
d. Take either of the actions in sub-clauses (d), (e) and (f) of this clause 5.5.4 in respect of any or all other persons whom You have authorized to have access to Your information or Data.
5.5.5 Accrued Rights:
Termination of these Terms is without prejudice to any rights and obligations of Clever accrued up to and including the date of termination. On termination of this Agreement You will:
a. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
b. immediately cease to use the Services and the Website.
5.5.6 Expiry or termination:
Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
5.5.7 Removal of access upon termination
Upon termination of this Agreement for whatever reason, Clever reserves the right to block your access to the Services without prior notice.
The items displayed or otherwise made available via the Services (directly or indirectly), including, without limitation, all text, graphics, images, logos, button icons, programs, software and other data, content, information and materials, tangible and intangible, and all intellectual property rights in and to the same, excluding the Content you upload, post or otherwise transmit via Interactive Services (the "Material"), are owned by or licensed to Clever or Clever’s third party partners or collaborators. You have no rights in or to such Material and you will not use any Material, except as specifically permitted in terms of this Agreement. Unless otherwise specifically set forth on the Site or we give you written permission, you may only use and access, download and copy the Material (and print a single copy) for your personal use, and you will not alter, erase or otherwise obscure our copyright, proprietary or other notices on the Material. You may not do or allow anyone else to do anything with the Material which is not specifically permitted under this Agreement. You acknowledge and agree that the Material is made available for informational and educational purposes only without representation or warranty of any kind, is not a substitute for legal or accountancy advice or any other professional advice or your professional judgment, and unless otherwise specifically specified on the Site, should not be construed as an endorsement by or representation of the opinions of Clever. We do not give legal, accountancy or any other professional advice. Your reliance upon Material obtained by you on or through the Services is solely at your own risk. You agree to comply with all notices and requirements accompanying third-party Material. All rights not expressly stated in this Agreement are reserved to us.
Clever respects the intellectual property rights of others. Clever may, under appropriate circumstances and at its discretion, disable and/or terminate access to or use of the Service for those users who may be infringing the intellectual property rights of others or of Clever itself. If you believe that your work has been copied in a manner that constitutes copyright infringement, please provide Clever's copyright agent [info [at] cleversolutions.eu] with the information specified below. Please note that this procedure is exclusively for notifying Clever that your copyrighted material has been infringed and does not substitute any other right or action which may be available to you at law.
a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the
copyrighted work that you claim has been infringed upon;
A description of where the material that you claim is infringing is located on the Site;
c) Your address, telephone number, and e-mail address;
d) A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
e) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Clever's Copyright Agent for notice of claims of copyright infringement can be reached as follows: Carmelo P. Romano, Managing Director, Clever Solutions Ltd., 6/2 Parilja Street, St. Venera SVR1931, Malta, or e-mail at carmelr [at] cleversolutions.eu.
Through the Services, Clever or third parties may provide, links to other World Wide Web sites or resources. Because we have no control over such sites and resources, you acknowledge and agree that Clever is not responsible for the availability of such external sites or resources, and does not endorse and are not responsible or liable for any Content, advertising, products, services or other materials on or otherwise made available via such sites or resources. You further acknowledge and agree that Clever shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services made available on or through any such site or resource.
THE SITE AND SERVICES ARE PROVIDED TO YOU ON AN "AS IS, AS AVAILABLE" BASIS, AND YOUR USE THEREOF IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, CLEVER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE SITE AND SERVICES, ANY PRODUCTS MADE AVAILABLE TO YOU IN CONNECTION THEREWITH, OR YOUR ACCESS TO OR USE OF ANY OF THE FOREGOING, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND/OR NON-INFRINGEMENT, OR ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE SITE AND/OR OUR SERVICE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. CLEVER ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE SITE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CLEVER, ITS LICENSORS, SUPPLIERS, PARTNERS, AFFILIATES OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SITE AND SERVICES, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT CLEVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
IN THE EVENT YOU HAVE ANY DISPUTE WITH ONE OR MORE THIRD PARTIES AS A RESULT OF YOUR USE OF THE MATERIAL OR THE SERVICES, OR ARE IN ANY WAY DAMAGED AS A RESULT OF ANY THIRD PARTY IN CONNECTION THEREWITH, YOU HEREBY RELEASE AND COVENANT NOT TO SUE OR OTHERWISE MAKE A CLAIM, DEMAND OR FILE ANY LEGAL ACTION OR INSTITUTE ANY LEGAL OR REGULATORY PROCEEDINGS AGAINST US, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND SUPPLIERS FROM, FOR ANY CLAIMS, ACTIONS, DEMANDS OR DAMAGES (WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL), OF WHATEVER KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHETHER FORESEEABLE OR NOT, DISCLOSED OR UNDISCLOSED.
You agree to defend, indemnify and hold Clever harmless against any losses, expenses, costs or damages (including our reasonable attorneys' fees, expert fees' and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of the terms and conditions of this Agreement, (b) your use of the Services, and/or (c) the use of the Services by any other person using your IDs (d) any failure by you to pay any fees due to Clever in terms of this Agreement. Clever may, if necessary, participate in the defence of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect Clever rights or obligations shall be made without Clever’s prior written approval. Clever reserves the right, at its own expense and on notice to you, to assume exclusive defence and control of any such claim or action and then your corresponding indemnification obligation will end.
This Agreement and your use of the Services, will be interpreted under and governed by the laws of Malta. You agree that exclusive jurisdiction and venue of any dispute with Clever or its licensors, or any of their respective affiliates, officers, directors, employees, contractors, agents, representatives or suppliers, arising out of or in any way relating to this Agreement shall vest in the Courts of Malta. You expressly consent to the exercise of personal jurisdiction by such courts and agree that you will not object to jurisdiction of or venue in such courts on the grounds of lack of personal jurisdiction, forum non convenience or otherwise. This Agreement may not be modified except in writing signed by an authorised officer of Clever. No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with this Agreement. You may not assign your rights under this Agreement without our prior written permission and any attempt by you to do so shall be void. If any term of this Agreement is held invalid, illegal or unenforceable, the remaining portions shall not be affected. Any provision of this Agreement which by its nature must survive the termination of this Agreement in order to give effect to its meaning shall survive such termination.