Terms and Conditions

Subject to the Terms and Conditions (these “Terms”) herein, Krescendo (“Service Provider”, “we”, “our”, or “us”) hereby grants the Customer (“you”, “your”, or “they”) a non-exclusive license to (i) access LiveDataset (our “Platform”) on Krescendo’s cloud infrastructure over the internet and (ii) transmit data.

By creating an account or using Krescendo’s Services (our Platform and/or Professional Services), Customer agrees to these Terms and Conditions, and the Privacy Policy. If Customer does not agree, they should not use the Platform.

Krescendo offers both a free (“Freemium”) plan and paid subscription plans. Features available depend on the chosen plan. Krescendo may update or change features at any time.

Customer agrees to provide accurate information when creating an account. Customer is responsible for maintaining the confidentiality of the login credentials and for all activity under the provisioned account(s).

Krescendo’s free plan is provided “as is” with limited features.

Paid plans unlock additional features and are billed according to the Pricing Document.

Krescendo may change pricing or features with prior notice.

Customer agrees to cooperate with Krescendo’s reasonable requests with respect to the scheduling and performance of any Professional Services work and to pay Krescendo for the work as set forth in Pricing Document.

All prices exclude VAT.

Payment is due within thirty (30) days after issue date of invoice.

Krescendo operates a Fair Usage Policy to ensure Customer receives a consistent and reliable service. Platform features have some imposed limits, and Krescendo have the right to act if usage patterns;

• Negatively impact performance or availability of the Platform.
• Compromise the security of the Platform.
• Exceed reasonable levels of usage such as excessive API calls, data storage, or bandwidth consumption.
• Violate intended use of the platform, including but not limited to automated scraping, bulk unsolicited messaging, or activities that breach applicable laws.

If Krescendo determines Customer usage breaches this policy;

• Customer may be contacted to discuss usage and/or be recommended to upgrade service tier.
• Customer account(s) may be suspended or access limited until issue is resolved.

Krescendo aims to apply this policy fairly and transparently and will always attempt to resolve matters collaboratively before taking restrictive action.

Unless terminated as provided herein, this Agreement shall extend until a mutually agreed Termination or Renewal Date.

Customer may terminate this Agreement with or without cause upon thirty (30) days written notice. In the event of termination without cause, Customer agrees to pay Krescendo for any paid tier licensing subscriptions and Professional Services work performed up to the date of termination. Either party may terminate this Agreement for material breach, provided, however, that the terminating party has given the other party at least 45 days’ written notice of and the opportunity to cure the breach. Termination for breach shall not preclude the terminating party from exercising any other remedies for breach.

All information relating to Customer that is known to be confidential or proprietary, or which is clearly marked as such, shall be held in confidence by Krescendo and shall not be disclosed or used by Krescendo except to the extent that such disclosure or use is reasonably necessary to the performance of Krescendo’s Work.

All information relating to Krescendo that is known to be confidential or proprietary, or which is clearly marked as such, shall be held in confidence by Customer and shall not be disclosed or used by Customer except to the extent that such disclosure or use is reasonably necessary to the performance of Customer’s duties and obligations under this Agreement.

These obligations of confidentiality shall extend for a period of 1 Year after the termination of this Agreement but shall not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the party’s gained knowledge or possession free of any confidentiality obligation.

Krescendo warrants that all Professional Services work will be provided in a workmanlike manner, and in conformity with generally prevailing industry standards. This warranty is exclusive and in lieu of all other warranties, whether express or implied, made on or prior to the effective date of any signed Agreement for Krescendo Professional Services work.

Customer’s sole and exclusive remedy for any claim against Krescendo with respect to the quality of Krescendo’s Professional Services Work shall be the correction by Krescendo of any material defects or deficiencies therein, of which Customer notifies Krescendo in writing within ninety (90) days after the completion of that portion of Krescendo’s Work. In the absence of any such notice, Krescendo’s Work shall be deemed satisfactory to and accepted by Customer.

In no event shall Krescendo be liable for any loss of profit or revenue by Customer, or for any other consequential, incidental, indirect or economic damages incurred or suffered by Customer arising as a result of or related to Krescendo’s Work, whether in contract, tort, or otherwise, even if Customer has advised of the possibility of such loss or damages.

Customer further agrees that the total liability of Krescendo for all claims of any kind arising as a result of or related to any signed Agreement with Krescendo, or to any act or omission of Krescendo, whether in contract, tort or otherwise, shall not exceed an amount equal to the amount actually paid by Customer to Krescendo for Krescendo’s Professional Services work during the six (6) month period preceding the date the claim arises.

Customer shall indemnify and hold Krescendo harmless against any claims by third parties, including all costs, expenses and attorneys’ fees incurred by Krescendo therein, arising out of or in conjunction with Customer’s performance under or breach of any signed Agreement with Krescendo.

The performance by Krescendo of its duties and obligations under any signed Agreement with Krescendo shall be that of an independent contractor, and nothing herein shall create or imply an agency relationship between Krescendo and Customer, nor shall any signed Agreement with Krescendo be deemed to constitute a joint venture or partnership between the parties.

During the period of any signed Agreement with Krescendo and for twelve (12) months thereafter, neither party shall directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor, or former subcontractor of the other. The terms “former employee” and “former subcontractor” shall include only those employees or subcontractors of either party who were employed or utilized by that party on the date Customer started using Krescendo software.

Neither party will assign any signed Agreement with Krescendo, in whole or in part, without the prior written consent of the other party. Any signed Agreement with Krescendo will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.

Any signed Agreement with Krescendo shall be governed and construed in accordance with the laws of the England and Wales.  Each of the Parties hereby consents to the exclusive jurisdiction of the English Courts.

Neither party will be held responsible for any delay or failure in performance of any part of any signed Agreement with Krescendo to the extent that such delay is caused by events or circumstances beyond the delayed party’s reasonable control.