Terms & Conditions
# Terms of Service for Kiwi Red
## Legal Disclaimer
These Terms of Service are provided as a template and should be reviewed by a qualified attorney before use. This document may not be fully compliant with the laws in your jurisdiction.
## 1. Introduction
These Terms of Service ("Terms") govern your access to and use of the consulting and professional services (the "Services") provided by Kiwi Red ("we," "us," or "our"). These Terms constitute a legally binding agreement between you and Kiwi Red. By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.
## 2. Definitions
"Client," "you," and "your" refer to the individual or entity accessing or using our Services.
"Deliverables" refers to the work product, reports, analyses, presentations, or other materials we provide to you as part of the Services.
"Intellectual Property Rights" means all patent rights, copyright rights, moral rights, rights of publicity, trademark rights, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights.
"Statement of Work" or "SOW" refers to any written document describing the specific Services to be provided, deliverables, timeline, and fees, which may supplement these Terms.
## 3. Acceptance of Terms
By accessing or using our Services, you agree to be bound by these Terms. If you are using our Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you may not access or use our Services.
## 4. Changes to Terms
We reserve the right to modify these Terms at any time. We will provide notice of significant changes by posting a prominent notice on our website or by sending you an email. Your continued use of our Services after any such changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using our Services.
## 5. Services
We will provide the Services as described in any applicable Statement of Work or other written agreement between you and Kiwi Red. We will use reasonable skill, care, and diligence in providing the Services in accordance with applicable professional standards.
We reserve the right to make changes to the methods, processes, or procedures, dates, or other aspects of the Services if we reasonably determine that such changes are necessary or advisable, and provided that such changes do not materially affect the nature or scope of the Services or the fees charged.
## 6. Your Responsibilities
You agree to:
- Provide timely access to information, personnel, systems, and facilities reasonably necessary for us to perform the Services
- Make decisions and provide approvals in a timely manner
- Designate a primary contact with authority to make decisions regarding the Services
- Pay all fees as set forth in any applicable SOW or invoice
- Provide feedback on Deliverables within the timeframe specified in any applicable SOW
- Use the Services and Deliverables in compliance with applicable laws and regulations
## 7. Fees and Payment
You agree to pay all fees specified in any applicable SOW or invoice. Unless otherwise specified:
- Fees are quoted in GBP
- Payment is due within 30 days of invoice date
- We may charge interest on late payments at the rate of 8% per month
- Fees do not include taxes, which will be added where applicable
- Fees do not include reasonable travel and out-of-pocket expenses, which will be billed separately with your prior approval
If you dispute any portion of an invoice, you agree to pay the undisputed portion and to provide written notice specifying the basis for the dispute within 15 days of the invoice date.
## 8. Term and Termination
These Terms will remain in effect until the completion of the Services or until terminated as provided below.
Either party may terminate these Terms or any SOW for convenience upon 15 days' written notice to the other party. Upon such termination, you agree to pay for all Services performed and expenses incurred up to the effective date of termination.
Either party may terminate these Terms or any SOW immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 15 days after receiving written notice of the breach.
Upon termination, all rights and obligations of the parties will cease except for payment obligations for Services performed before termination and the provisions of these Terms that expressly or by their nature survive termination.
## 9. Confidentiality
Each party agrees to maintain the confidentiality of the other party's confidential information, which includes any non-public information disclosed during the provision of Services. Each party agrees to:
- Use the confidential information only for purposes of performing obligations under these Terms
- Protect the confidential information using at least the same degree of care used to protect its own confidential information
- Not disclose the confidential information to any third party without prior written consent, except to employees, agents, or contractors who need to know the information and are bound by similar confidentiality obligations
These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of the confidential information; or (d) is rightfully received from a third party without restriction.
These confidentiality obligations will survive termination of these Terms for a period of 10 years.
## 10. Intellectual Property
Unless otherwise specified in an applicable SOW:
We own all right, title, and interest in and to any pre-existing materials, methodologies, tools, techniques, processes, know-how, and software that we use in providing the Services.
Upon receipt of full payment, we grant you a non-exclusive, non-transferable, royalty-free license to use the Deliverables for your internal business purposes only.
You own all right, title, and interest in and to any materials you provide to us in connection with the Services. You grant us a non-exclusive, non-transferable license to use, reproduce, and modify such materials solely for purposes of providing the Services.
## 11. Representations and Warranties
Each party represents and warrants that:
- It has the full right, power, and authority to enter into and perform its obligations under these Terms
- Its performance under these Terms will not violate any applicable law or regulation or any agreement with any third party
We warrant that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, WE MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
## 12. Limitation of Liability
To the maximum extent permitted by law, shall not be liable for any indirect, incidental, special, consequential, or punitive damages.
## 13. Indemnification
You agree to indemnify, defend, and hold harmless Kiwi Red, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from: (a) your use of the Services or Deliverables in violation of these Terms; (b) your violation of any applicable law or regulation; or (c) your violation of any third-party right, including without limitation any intellectual property right.
Kiwi Red agrees to indemnify, defend, and hold harmless you, your officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from our violation of any third-party intellectual property right in the provision of the Services.
## 14. Independent Contractor Relationship
Kiwi Red is an independent contractor and not your employee, agent, joint venturer, or partner. Kiwi Red has no authority to bind you to any contractual obligation. Kiwi Red is solely responsible for all taxes, withholdings, and other statutory or contractual obligations related to its business, including but not limited to workers' compensation insurance.
## 15. Non-Solicitation
During the term of any SOW and for a period of 12 months thereafter, you agree not to solicit for employment or hire any employee of Kiwi Red who was involved in providing Services, without the prior written consent of Kiwi Red. This provision does not restrict general solicitations of employment not specifically directed at Kiwi Red employees.
## 16. Force Majeure
Neither party will be liable for any delay or failure to perform its obligations under these Terms (except payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, or disease.
## 17. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the jurisdiction where Kiwi Red is headquartered.
## 18. Dispute Resolution
Any disputes arising from these Terms will be resolved through arbitration in accordance with the rules of the jurisdiction where Kiwi Red is headquartered.
## 19. Entire Agreement
These Terms, together with any applicable SOW, constitute the entire agreement between you and Kiwi Red regarding the provision of Services and supersede all prior or contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter.
## 20. Waiver and Severability
The failure of Kiwi Red to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
## 21. Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt to assign or transfer these Terms without such consent will be null and void. We may freely assign or transfer these Terms without restriction.
## 22. Notices
Any notices or other communications permitted or required under these Terms will be in writing and will be delivered by personal delivery, electronic mail, or by certified or registered mail, return receipt requested, to the addresses specified in the applicable SOW or otherwise designated in writing.
## 23. Contact Information
If you have any questions about these Terms, please contact us at enquiries@kiwi-red.co.uk.
Last Updated: 2025-09-22
## Regulatory Compliance
### General Data Protection Regulation (GDPR) Compliance
The following provisions apply to users protected by European Union regulations:
## Data Collection Under GDPR
In compliance with the General Data Protection Regulation (GDPR), we collect and process your personal data only when we have a lawful basis to do so. This includes processing based on your consent, to fulfill a contract with you, to comply with a legal obligation, to protect your vital interests, to perform a task in the public interest, or for our legitimate interests where those don't override your fundamental rights and freedoms.
We collect only the minimum data necessary for the purposes specified in this policy. When we request your consent to process your data, you have the right to withdraw that consent at any time.
## Data Processing Under GDPR
We process personal data in accordance with the principles outlined in the GDPR:
- **Lawfulness, fairness, and transparency**: We process data lawfully, fairly, and in a transparent manner.
- **Purpose limitation**: We collect data for specified, explicit, and legitimate purposes and do not process it in a manner incompatible with those purposes.
- **Data minimization**: We limit data collection to what is necessary for the purposes for which it is processed.
- **Accuracy**: We take reasonable steps to ensure personal data is accurate and kept up to date.
- **Storage limitation**: We keep data in a form that permits identification only as long as necessary for the purposes of processing.
- **Integrity and confidentiality**: We process data in a manner that ensures appropriate security, including protection against unauthorized or unlawful processing and against accidental loss, destruction, or damage.
We maintain records of our data processing activities and conduct data protection impact assessments where required by law.
## Your Rights Under GDPR
If you are located in the European Economic Area (EEA), you have the following rights with respect to your personal data:
- **Right to access**: You can request a copy of the personal data we hold about you.
- **Right to rectification**: You can request that we correct inaccurate or incomplete data about you.
- **Right to erasure**: You can request that we delete your personal data in certain circumstances.
- **Right to restrict processing**: You can request that we restrict the processing of your data in certain circumstances.
- **Right to data portability**: You can request to receive your data in a structured, commonly used, and machine-readable format.
- **Right to object**: You can object to our processing of your personal data in certain circumstances.
- **Rights related to automated decision-making**: You can request human intervention in automated decisions that significantly affect you.
To exercise these rights, please contact us at enquiries@kiwi-red.co.uk. We will respond to your request within 30 days.
## International Data Transfers
If we transfer your personal data outside the European Economic Area (EEA), we will ensure that appropriate safeguards are in place to protect your data, such as:
- Transferring to countries deemed by the European Commission to provide adequate protection
- Using Standard Contractual Clauses approved by the European Commission
- Adopting Binding Corporate Rules for transfers within our corporate group
- Where applicable, relying on derogations for specific situations such as your explicit consent or the necessity to perform a contract with you
You have the right to obtain information about the safeguards we use to transfer your personal data outside the EEA by contacting us at enquiries@kiwi-red.co.uk.
## Additional Terms
## Virtual Events and Webinars
### Registration and Access
Access to our virtual events, webinars, and online conferences (collectively, "Virtual Events") requires registration and, in some cases, payment of applicable fees. Upon successful registration, we will provide you with access credentials or instructions. These credentials are personal to you and may not be shared, transferred, or distributed to any third party.
### Recordings and Content Use
Virtual Events may be recorded, and by participating, you grant us permission to record, store, and distribute your likeness, voice, and any content you share during the event. You retain ownership of any original content you provide, but grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, and display such content in connection with our services.
Recordings of Virtual Events are protected by copyright and may be made available to registrants for a limited time after the live event. You may not record, reproduce, share, distribute, modify, or create derivative works from our Virtual Events without our express written permission.
### Participant Conduct
When participating in Virtual Events, you agree to:
- Conduct yourself in a professional and respectful manner
- Not engage in disruptive behavior that interferes with others' experience
- Not share inappropriate, offensive, or illegal content
- Not engage in marketing, solicitation, or commercial activities unless explicitly permitted
- Comply with any additional guidelines provided for specific events
We reserve the right to remove participants who violate these conduct guidelines without refund or to deny access to future events.
### Technical Requirements and Limitations
Access to Virtual Events requires compatible hardware, software, and internet connection. We are not responsible for technical issues on your end that prevent or impair your participation. While we make reasonable efforts to ensure platform stability, we do not guarantee uninterrupted access to Virtual Events and are not liable for technical failures outside our control.
### Cancellation and Rescheduling
We reserve the right to reschedule, modify, or cancel Virtual Events. In case of cancellation, paid registrants will receive a refund or credit for a future event, at our discretion. If you are unable to attend a Virtual Event for which you have registered, our refund policy is as follows: [REFUND_POLICY_DETAILS].
### Disclaimers
Virtual Event content is provided for informational purposes only and does not constitute professional advice. We do not guarantee any particular outcome or result from applying information obtained during Virtual Events. Opinions expressed by presenters or participants other than our official representatives do not necessarily reflect our views and policies.
## API Usage and Integration
### API License
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Application Programming Interface ("API") for the purpose of developing, testing, and supporting your integration with our Services, and for facilitating your use of our Services.
### API Credentials and Security
To access our API, you may need to register for API credentials (such as API keys, tokens, or passwords). You agree to:
- Keep your API credentials secure and confidential
- Not share your API credentials with any third party without our prior written consent
- Implement reasonable security measures to protect your API credentials
- Notify us immediately of any breach or unauthorized use of your API credentials
You are responsible for all activities that occur under your API credentials.
### Usage Restrictions and Rate Limits
Your use of our API is subject to the following restrictions:
- API calls may be subject to rate limits (requests per minute, hour, or day)
- Usage may be capped at certain volumes based on your service tier
- Certain API functionality may require additional permissions or separate agreement
- You may not use the API in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage
We reserve the right to enforce API rate limits, monitor API usage, and suspend or terminate API access for violations of these restrictions.
### API Changes and Deprecation
We may modify, update, or discontinue any aspect of our API at any time. For material changes to the API, we will make reasonable efforts to provide advance notice. We may offer version support according to our API Lifecycle Policy, but we are not required to support previous versions of the API indefinitely.
### Technical Documentation
We provide technical documentation for the use of our API. While we strive to keep documentation accurate and up-to-date, we do not warrant that the documentation will be error-free. Technical documentation is provided "as is" without warranty of any kind.
### Third-Party Applications
If you develop applications for third parties that integrate with our API, you agree to:
- Provide clear attribution identifying the use of our Service in your application
- Ensure your end users comply with these Terms
- Not misrepresent your relationship with us or suggest that we endorse your application
- Comply with all applicable laws and regulations, including data protection laws
### Monitoring and Analytics
We may monitor your use of the API for compliance with these Terms, security purposes, and to improve our Services. This monitoring may include the number of API calls, traffic patterns, and content of API requests and responses (consistent with our Privacy Policy).
## User-Generated Content Moderation
### Content Standards
When submitting User Content to our Services, you must comply with the following standards. User Content must not:
- Contain material that is defamatory, obscene, offensive, hateful, or inflammatory
- Promote sexually explicit material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- Infringe any copyright, database right, trademark, or other intellectual property right of any person
- Be likely to deceive or mislead any person
- Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence
- Promote any illegal activity or advocate, promote, or assist any unlawful act
- Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience, or needless anxiety
- Be likely to harass, upset, embarrass, alarm, or annoy any other person
- Impersonate any person or misrepresent your identity or affiliation with any person
- Give the impression that the Content emanates from us, if this is not the case
- Contain any advertising or promote any services or web links to other sites without our prior written approval
### Moderation Process
We may employ various moderation methods, including but not limited to:
- Pre-moderation (reviewing content before it is published)
- Post-moderation (reviewing content after it is published)
- User flagging and reporting systems
- Automated filtering and detection tools
- Human review by moderators or community managers
Our moderation team has sole discretion to determine whether User Content violates these Terms. Moderators may take any of the following actions in response to violations:
- Remove or refuse to post any User Content
- Limit or block a user's ability to submit User Content
- Issue warnings to users
- Temporarily suspend or permanently terminate a user's account
- Report illegal content to relevant authorities
### Appeals Process
If you believe your content was removed in error, you may appeal the moderation decision by contacting us at enquiries@kiwi-red.co.uk. Please include the following information in your appeal:
- The specific content that was removed
- The reason you believe the content does not violate our Terms
- Any additional context that may be relevant to our review
We will review your appeal and respond within 15 business days. All moderation decisions following an appeal are final.
### Repeat Offenders
Users who repeatedly violate our content standards may have their accounts terminated and may be permanently prohibited from using our Services. We maintain internal records of warnings and violations to identify repeat offenders.
### Legal Compliance
We reserve the right to disclose your identity to any third party who claims that material posted by you violates their rights (including, but not limited to, intellectual property rights or privacy rights). We will also cooperate with law enforcement authorities as required by law, which may include sharing User Content and user information in response to a valid legal request.
### No Monitoring Obligation
Although we have the right to monitor, remove, or edit User Content, we are not obligated to do so and assume no responsibility for monitoring all User Content. Users are encouraged to report content that violates these Terms through our reporting mechanisms.
## Data Processing Terms
### Scope and Roles
These Data Processing Terms apply when we process personal data on your behalf in the course of providing our Services. For the purpose of these terms, you are the "Data Controller" and we are the "Data Processor" as those terms are defined in applicable data protection laws.
These terms supplement our Terms of Service and form a Data Processing Agreement ("DPA") between you and us. In case of any conflict between these Data Processing Terms and the rest of our Terms of Service, these Data Processing Terms shall prevail with respect to the processing of personal data.
### Processing Obligations
We will:
- Process personal data only on your documented instructions, including with regard to transfers of personal data to a third country or international organization
- Ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality
- Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing
- Assist you, taking into account the nature of processing, in responding to requests from data subjects
- Assist you in ensuring compliance with security, breach notification, impact assessment, and consultation obligations under applicable data protection laws
- At your choice, delete or return all personal data to you after the end of the provision of services relating to processing
- Make available to you all information necessary to demonstrate compliance with these obligations and contribute to audits, including inspections, conducted by you or an auditor mandated by you
### Subprocessors
You provide general authorization for us to engage subprocessors to process personal data on your behalf. We will maintain an up-to-date list of our subprocessors on our website at [SUBPROCESSOR_LIST_URL], including their name, location, and processing activities.
We will inform you of any intended changes concerning the addition or replacement of subprocessors at least 15 days in advance, giving you the opportunity to object to such changes. If you object to a new subprocessor, we will make reasonable efforts to resolve your objection or provide an alternative solution. If we cannot resolve the issue within 15 days, you may terminate the affected Services.
We will impose data protection terms on all subprocessors to provide at least the same level of data protection required by these Data Processing Terms.
### Data Transfers
We will only transfer personal data to countries outside the European Economic Area (EEA) or other protected jurisdictions where appropriate safeguards are in place. These safeguards may include:
- Adequacy decisions by relevant authorities
- Standard contractual clauses approved by relevant authorities
- Binding corporate rules
- Other valid transfer mechanisms
### Data Breach Notification
We will notify you without undue delay after becoming aware of a personal data breach affecting the personal data we process on your behalf. Our notification will include, to the extent possible:
- The nature of the breach
- The categories and approximate number of data subjects concerned
- The categories and approximate number of personal data records concerned
- The likely consequences of the breach
- The measures taken or proposed to address the breach and mitigate possible adverse effects
### Records of Processing
We will maintain records of our processing activities as required by applicable data protection laws. Upon your reasonable request, we will make these records available to you to demonstrate our compliance with these Data Processing Terms.
## Subscription Management
### Subscription Plans and Billing Cycles
We offer various subscription plans with different features, limitations, and pricing. The specific details of available plans are described on our pricing page. Subscriptions may be offered on a monthly, quarterly, annual, or other recurring basis as specified during signup.
By subscribing to our Services, you authorize us to charge the applicable subscription fees to your designated payment method at the beginning of each billing period. For monthly subscriptions, you will be billed on the same date each month. For annual subscriptions, you will be billed on the same date each year. If a billing date falls on a date that does not exist in a particular month (e.g., the 31st), you will be billed on the last day of that month.
### Automatic Renewal
All subscriptions automatically renew unless canceled by you prior to the renewal date. By subscribing, you authorize us to automatically charge your payment method for the subscription term at the then-current rate. If the renewal fails due to payment issues, we may attempt to process the payment multiple times within a 7-day period.
### Price Changes
We may change the price of our subscription plans from time to time. If we change the pricing for your subscription plan, we will provide notice of the change through our Services or via email at least 15 days before the change is to take effect. Your continued use of the Services after the price change goes into effect constitutes your agreement to pay the updated price. If you do not agree to a price change, you must cancel your subscription before the change goes into effect.
### Payment Methods
We accept various payment methods, which may include credit cards, debit cards, PayPal, and other payment services as indicated during the checkout process. You agree to provide current, complete, and accurate billing information and to promptly update such information if it changes. For subscription services, you authorize us to store your payment method information for future charges.
### Cancellation
You may cancel your subscription at any time through your account settings or by contacting our customer support at enquiries@kiwi-red.co.uk. Upon cancellation, your subscription will remain active until the end of your current billing period, and you will not receive a refund for any fees already paid.
### Free Trials and Promotional Periods
We may offer free trials or promotional periods for our subscription services. Unless otherwise stated, free trials automatically convert to paid subscriptions at the end of the trial period. To avoid charges, you must cancel before the end of the free trial period. You may be required to provide a valid payment method to start a free trial, and we may authorize a nominal charge to verify your payment method.
You are eligible for one free trial per subscription plan unless we explicitly permit otherwise. We reserve the right to determine eligibility for free trials and to limit or prohibit free trials at our discretion.
### Refunds
All subscription fees are non-refundable except as expressly stated in these Terms or as required by applicable law. In exceptional circumstances, we may, at our sole discretion, offer a partial or full refund. Any refunds will be processed using the original payment method unless otherwise specified.
### Account Delinquency
If payment cannot be charged to your payment method for any reason (such as expiration, insufficient funds, or otherwise), we will make reasonable attempts to notify you and retry the charge. If we are unable to charge your payment method after multiple attempts, we may suspend or terminate your access to the Services. You remain responsible for any uncollected amounts.
### Tax and VAT
Subscription fees may not include applicable taxes such as sales tax, value-added tax (VAT), or goods and services tax (GST). Where required by law, we will collect and remit these taxes to the appropriate authorities. You are responsible for any taxes not collected by us that are applicable to your purchase.
## Accessibility
### Commitment to Accessibility
We are committed to making our Services accessible to all users, including those with disabilities. We strive to conform to WCAG 2.1 Level AA standards (Web Content Accessibility Guidelines) and applicable laws regarding accessibility.
### Accessibility Features
Our Services may include the following accessibility features:
- Text alternatives for non-text content
- Captions and other alternatives for multimedia
- Content that can be presented in different ways without losing information
- Functionality that is available from a keyboard
- Sufficient time for users to read and use content
- Content that does not cause seizures or physical reactions
- Ways to help users navigate and find content
- Text that is readable and understandable
- Content that appears and operates in predictable ways
- Input assistance to help users avoid and correct mistakes
- Compatibility with current and future user tools
### Third-Party Content
While we strive to ensure all content on our Services is accessible, we may not have control over all third-party content or applications that may be integrated into our Services. We cannot guarantee that such third-party content will meet all accessibility requirements.
### Feedback and Assistance
If you experience any difficulty accessing any part of our Services, or if you require assistance or have suggestions for improving accessibility, please contact us at enquiries@kiwi-red.co.uk. We welcome your feedback and are committed to continually improving the accessibility of our Services.
### Accessibility Statement
For more detailed information about our accessibility efforts, please refer to our Accessibility Statement at [ACCESSIBILITY_STATEMENT_URL].
## Dispute Resolution and Arbitration
### Informal Dispute Resolution
Before filing a claim against us, you agree to attempt to resolve the dispute informally by contacting us at enquiries@kiwi-red.co.uk. We will attempt to resolve the dispute by contacting you via email. If the dispute is not resolved within 30 days after submission, you or we may initiate formal proceedings.
### Agreement to Arbitrate
You and we agree to resolve any disputes between us through binding and final arbitration instead of through court proceedings. You acknowledge and agree that you are waiving the right to sue in court, have a jury trial, or participate in a class action.
This arbitration agreement is governed by the Federal Arbitration Act and shall survive the termination of these Terms. The arbitration will be conducted by [ARBITRATION_PROVIDER] under its then-current rules and procedures, including any supplementary procedures for consumer-related disputes.
### Exceptions to Arbitration
Notwithstanding the foregoing, the following shall not be subject to arbitration: (1) small claims court cases that qualify; (2) disputes related to intellectual property (like patents, trademarks, and copyright); (3) disputes related to or arising from allegations of theft, piracy, invasion of privacy, or unauthorized use; and (4) any claim for injunctive relief.
### Arbitration Procedures
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: [COMPANY_ADDRESS]. The arbitration will be conducted in [ARBITRATION_LOCATION] unless you and we agree to conduct it elsewhere. If the value of your claim does not exceed $10,000, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the arbitration rules.
### Arbitration Fees
Payment of all filing, administration, and arbitrator fees will be governed by the arbitration provider's rules. If the arbitrator finds that your claim is non-frivolous, we will pay all filing, administration, and arbitrator fees associated with the arbitration, regardless of who initiated the proceeding.
### Class Action Waiver
YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
### Opt-Out Procedure
You have the right to opt out of this arbitration agreement within 30 days of the date you first agreed to these Terms by sending a signed letter stating your decision to enquiries@kiwi-red.co.uk. If you opt out of this arbitration agreement, all other parts of these Terms will continue to apply to you.
### Severability
If any part of this arbitration agreement is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this arbitration agreement shall be unenforceable in its entirety.
### Changes to Arbitration Agreement
Notwithstanding any provision in these Terms to the contrary, we agree that if we make any future change to this arbitration agreement (except a change to the notice address), you may reject any such change by sending us written notice within 30 days of the change.
## Intellectual Property Rights
### Our Intellectual Property
The Service and its original content (excluding Content provided by users), features, and functionality are and will remain the exclusive property of Kiwi Red and its licensors. The Service is protected by copyright, trademark, and other laws of both the UK and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Kiwi Red.
### Your License to Use Our Content
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Service for your personal or internal business purposes. This license does not include any resale or commercial use of the Service or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Service or its contents; or any use of data mining, robots, or similar data gathering and extraction tools.
### Third-Party Intellectual Property
The Service may display content that belongs to third parties. You may not use this third-party content without the permission of these third parties, and your use of third-party content may be subject to additional terms and conditions. We are not responsible for examining or evaluating the content or accuracy of any third-party content, and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties.
### Copyright Complaints
If you believe that any material available on or through the Service infringes upon your copyright, please notify us in accordance with our Copyright Policy, which is incorporated by reference into these Terms. We will respond to notices of alleged copyright infringement that comply with applicable law. We reserve the right to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and to remove or disable access to any reference or link to material or activity that allegedly infringes any copyright.
### DMCA Compliance
If you are a copyright owner or an agent thereof and believe that any content on the Service infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
- Identification of the copyrighted work claimed to have been infringed
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and an e-mail address
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
Our designated Copyright Agent to receive notifications of claimed infringement is: [DMCA_AGENT_NAME], [DMCA_AGENT_ADDRESS], [DMCA_AGENT_EMAIL], [DMCA_AGENT_PHONE].