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1. About these Terms

These Terms of Service (“Terms”) govern access to and use of the Karemelo cloud software, AI agents, voice and messaging capabilities, websites, applications, integrations and related services that we make available under the Karemelo brand (together, the “Services”).

By creating an account, accepting an order or subscription, or using the Services, you agree to these Terms on behalf of the business, organisation or other professional customer for which you use the Services (“Customer”, “you” or “your”).

These Terms are intended for business and professional use only. They are not intended to govern purchases made wholly or mainly for personal, family or household purposes.

2. Eligibility and authority

You may use the Services only if:

1. you are at least 18 years old;
2. you have legal capacity to enter into a binding contract;
3. you are using the Services in the course of a business, profession, trade or organisational activity and not as a consumer; and
4. where you act for an organisation, you have authority to bind that organisation.

A sole trader or self-employed person may use the Services where the Services are purchased for their business or professional activity.

If mandatory law classifies you as a consumer notwithstanding this section, nothing in these Terms excludes rights that cannot lawfully be excluded.

3. Accounts, workspaces and authorised users

You must provide accurate account information and keep it current.

A Customer may create one or more workspaces and may authorise employees, contractors or other personnel (“Authorised Users”) to use the Services on its behalf, subject to the applicable plan and configuration.

The Customer is responsible for:

1. deciding who may access its workspaces;
2. assigning appropriate roles and permissions;
3. activities carried out using its accounts and credentials, except to the extent caused by Karemelo's breach of its obligations;
4. promptly disabling access for personnel who no longer require it; and
5. maintaining appropriate security for credentials and authentication devices.

You must notify us promptly at support@karemelo.com if you reasonably suspect unauthorised access to your account.

4. The Services

Karemelo provides a cloud platform through which Customers may configure AI agents to communicate with their customers and other authorised contacts through supported channels.

Depending on plan, configuration, location, provider availability and integrations, the Services may support telephone calls, WhatsApp, Instagram direct messages, website chat, appointment management, lead and enquiry handling, customer information capture, reminders, follow-ups, order or quotation requests, customer records, business knowledge, workflow actions, human escalation and human takeover.

A capability appearing in documentation or the interface does not mean it is available on every plan, channel, country or third-party platform.

We may provide beta, preview or experimental features. Those features may be changed, suspended or withdrawn and may be subject to additional limitations identified when they are made available.

5. Licence to use the Services

Subject to these Terms and payment of applicable fees, Karemelo grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the subscription term to permit its Authorised Users to access and use the Services for the Customer's internal business operations and authorised communications.

This licence does not transfer ownership of Karemelo software or technology.

Except where applicable law prohibits the restriction, you must not:

1. resell or make the Services available as a stand-alone competing service without our written permission;
2. reverse engineer, decompile or attempt to derive source code from the Services except to the limited extent such restriction is prohibited by law;
3. bypass technical, usage, billing or security restrictions;
4. access another customer's workspace without authorisation;
5. use automated methods to overload, probe or disrupt the Services; or
6. use the Services in breach of the Acceptable Use Policy.

6. AI functionality

The Services use generative and other artificial-intelligence technologies supplied by Karemelo and third-party providers.

AI outputs and automated interpretations are probabilistic. They may be inaccurate, incomplete, inappropriate, delayed or inconsistent. An AI agent may misunderstand a request, provide incorrect information, misstate a price or availability, make or alter an appointment incorrectly, create an unintended record, fail to carry out an action, perform an action differently from what a person expected, or fail to escalate a conversation.

Karemelo does not warrant that an AI agent will understand every person or context, produce factually correct output, complete every workflow successfully or operate without interruption.

The Customer remains responsible for determining whether a configured AI agent is appropriate for its use case.

7. Customer configuration and supervision

The Customer controls its business knowledge, prompts, agent instructions, communication rules, workflow settings, integrations and permitted actions.

The Customer must:

1. provide accurate and sufficiently current business information;
2. test agents and material workflows before relying on them in production;
3. monitor performance proportionately to the risk of the use case;
4. use appropriate human review for financially, legally, medically or operationally significant actions;
5. correct inaccurate knowledge or instructions without unreasonable delay;
6. configure escalation to human personnel where appropriate; and
7. independently verify information or actions where an error could cause significant harm.

The Customer must not represent an AI-generated result as professionally verified where it has not been verified.

Karemelo remains responsible for obligations imposed directly on it by law and nothing in this section excuses Karemelo from performing the Services in accordance with these Terms.

8. AI and recording disclosures

The Customer must make all disclosures required by applicable law concerning use of AI, automated communications, call recording, transcription and monitoring.

Where the Service provides a configurable disclosure, the Customer must not disable or alter it in a manner that makes the Customer's use unlawful.

Unless an applicable exception clearly permits otherwise, Customers using AI agents to interact with people should identify the agent as an AI assistant at or before the beginning of the substantive interaction.

Where calls are recorded or transcribed, the Customer must provide legally sufficient notice and obtain consent where required.

The Customer must provide a lawful alternative or discontinue recording where applicable law requires an alternative for people who do not consent.

Nothing in this section transfers away any legal duty that applies directly to Karemelo.

9. Outbound calls and messages

The Customer is solely responsible for deciding whom its agents contact, why they are contacted and what communications are sent.

Before using the Services for an outbound call, message or marketing communication, the Customer must:

1. have all permissions, consents and other legal authority required for that communication and channel;
2. comply with applicable do-not-call, preference and suppression registers;
3. comply with rules applicable to automated, artificial-voice, prerecorded or AI communications;
4. clearly identify the business or sender as required;
5. maintain sufficient evidence of consent or another applicable permission;
6. provide and honour legally required opt-out, revocation and unsubscribe mechanisms;
7. stop or suppress communications following a valid withdrawal or objection;
8. comply with frequency, time-of-day and content restrictions; and
9. comply with the applicable telecommunications carrier and messaging-platform rules.

Karemelo may provide technical tools intended to assist with compliance but does not independently verify the legal validity of each Customer's contact list or recipient consent.

10. Customer Data

“Customer Data” means information, materials and content submitted to, stored in or processed through the Services by or on behalf of the Customer, including business information, uploaded files, knowledge-base content, prompts, contact records, customer records, messages, call recordings, transcripts, images, attachments and workflow data.

As between Karemelo and the Customer, the Customer retains its rights in Customer Data.

The Customer grants Karemelo and its authorised subprocessors a non-exclusive right to host, reproduce, transmit, transform, analyse and otherwise process Customer Data only as necessary to:

1. provide and support the Services;
2. perform the Customer's documented instructions;
3. secure and troubleshoot the Services;
4. prevent fraud, misuse and security threats;
5. comply with law; and
6. create aggregated or de-identified information in accordance with these Terms and the Privacy Policy.

This licence ends when Customer Data is deleted from Karemelo's production and backup systems in accordance with applicable retention practices, except for lawfully retained information and properly de-identified information.

11. Customer responsibilities for data

The Customer represents and warrants that it has all rights, notices, permissions and lawful bases required to provide Customer Data to Karemelo and instruct Karemelo to process it.

The Customer is responsible for the accuracy, quality and lawfulness of Customer Data and the means by which it was obtained.

Where the Customer is a controller and Karemelo processes personal data on its behalf, the Customer remains responsible for its controller obligations, including its privacy notices, lawful bases, data-subject communications, data minimisation and instructions to Karemelo.

Karemelo's Privacy Policy does not replace a Customer's own privacy notice.

12. Sensitive and regulated information

The Services may technically receive information that is sensitive or specially protected by law. Technical ability to enter information does not mean that every category of information is approved for every use.

A Customer must not intentionally use Karemelo for health information, biometric data, financial account information, children's data or other specially regulated data unless:

1. the Customer has an appropriate legal basis and all required notices and consents;
2. the Customer's plan, provider configuration and applicable Karemelo documentation support that use; and
3. any additional agreement required by law has been completed.

Karemelo does not represent that the standard Services are HIPAA compliant and does not agree to act as a HIPAA Business Associate unless Karemelo has expressly signed an applicable Business Associate Agreement and all necessary underlying providers support the relevant use.

The Services must not be used as a substitute for emergency services or as an autonomous system for medical diagnosis, medical treatment, legal advice, investment advice or similarly high-stakes professional judgement.

13. Customer Content and intellectual property

“Customer Content” includes Customer Data and other materials supplied by the Customer for use in the Services.

The Customer retains ownership of its pre-existing intellectual property.

The Customer represents that Karemelo's authorised processing of Customer Content will not infringe third-party intellectual-property, confidentiality or privacy rights.

If the Customer provides feedback about Karemelo, Karemelo may use that feedback without restriction or payment, provided it does not identify the Customer or disclose its confidential information without permission.

14. AI-generated and operational outputs

Subject to third-party rights and applicable law, as between Karemelo and the Customer the Customer may use outputs generated specifically for it through the Services for its business purposes.

Because generative systems may produce similar material for different users and because some outputs may not qualify for intellectual-property protection, Karemelo does not warrant that an output is unique, copyrightable, registrable or free from third-party rights.

Nothing in these Terms gives the Customer ownership of Karemelo's underlying models, software, prompts, system instructions, interfaces, methodologies or other platform technology.

15. Karemelo intellectual property

Karemelo and its licensors retain all rights in the Services, including software, interfaces, designs, APIs, documentation, platform architecture, trademarks and other technology, excluding Customer Content.

“Karemelo” and associated branding may not be used in a way that suggests sponsorship, endorsement or affiliation without permission.

16. Data processing and privacy

Our Privacy Policy explains how Karemelo processes personal data for its own purposes.

Where Karemelo processes Customer Personal Data as a processor, service provider or contractor on the Customer's behalf and applicable law requires processor terms, the Karemelo Data Processing Addendum (“DPA”) forms part of these Terms automatically to the extent of that processing.

The DPA does not apply to processing for which Karemelo and the Customer are independent controllers.

17. Aggregated and de-identified information

Karemelo may create and use aggregated or de-identified information for service analytics, reliability, capacity planning, security, abuse prevention and product improvement where that information is not personal data under applicable law and does not reasonably identify the Customer or an individual.

Karemelo will not intentionally attempt to re-identify information that it represents as de-identified except to test whether its de-identification controls remain effective, where permitted by law.

Karemelo does not sell private Customer conversation content to advertisers or use private conversation content for third-party targeted advertising.

18. Third-party AI providers

Karemelo may use third-party AI providers to process Customer requests.

Karemelo does not use identifiable Customer Content to train its own general-purpose foundation models unless the Customer expressly agrees to a separate programme.

Third-party providers may apply their own security, safety, abuse-monitoring, retention, de-identification and service-improvement practices under Karemelo's agreements with them. Karemelo will describe material providers in its Subprocessor List and will use available business/API settings intended to prevent Customer Content from being used for general model training where commercially and technically available.

No statement in these Terms guarantees a zero-retention or zero-improvement arrangement unless Karemelo has expressly committed to that arrangement in writing.

19. External services and integrations

The Services may interoperate with third-party services such as telephone carriers, WhatsApp, Instagram, AI providers and other integrations.

Third-party services are governed by their own terms and technical limitations. The Customer is responsible for maintaining any third-party account, permission or licence required for an integration.

Karemelo is not responsible for a third-party service merely because it is integrated with Karemelo, but Karemelo remains responsible for its own contractual obligations and for subprocessors to the extent required under an applicable DPA or mandatory law.

A third party may change, restrict or discontinue an API or feature. Where this materially affects the Services, Karemelo will take commercially reasonable steps to provide an alternative or notice where reasonably practicable.

20. Subscription plans

The Services are provided under paid subscription plans unless Karemelo expressly identifies a trial or beta arrangement.

Plans may include different limits relating to agents, users, locations, telephone or messaging usage, AI usage, storage, integrations or other capacity.

The current plan description and checkout information form part of the commercial terms applicable to the subscription.

The Services are not unlimited unless Karemelo expressly states otherwise.

21. Merchant of record and payment

Where checkout is provided through Polar, Polar acts as merchant of record and authorised reseller for the transaction. The Customer purchases the relevant subscription or usage product from Polar while Karemelo provides and licenses the Services under these Terms.

Polar's buyer terms and privacy practices also apply to the transaction.

Karemelo does not ordinarily receive or store complete payment-card numbers where those details are handled by Polar or its payment processors.

For transactions completed through Polar, refunds, transaction invoices, chargebacks and covered sales-tax handling may be administered by Polar under its terms.

22. Fees, renewal and recurring billing

Unless checkout states otherwise:

1. subscriptions are billed monthly in advance;
2. the subscription automatically renews for successive monthly periods until cancelled;
3. the amount displayed at checkout, together with applicable usage fees and taxes handled through the relevant merchant-of-record arrangement, will be charged for each renewal; and
4. the Customer authorises recurring charges until cancellation becomes effective.

Karemelo or Polar will disclose the renewal frequency and cancellation method during checkout.

23. Usage and overages

A plan may include an allowance for telephone minutes, messages, AI usage or other measured resources.

Where supported, the Customer may be able to configure whether usage stops at a limit or continues subject to additional usage charges.

If the Customer permits usage to continue beyond an included allowance, applicable overage charges incurred before the setting is changed or the subscription ends remain chargeable.

Karemelo's service records are the primary basis for metered usage calculations, subject to correction for demonstrated error.

24. Prepaid usage

Unless checkout states a longer validity period, prepaid usage purchased after the effective date of these Terms expires 12 months after purchase.

Prepaid usage:

1. has no cash value;
2. may be used only with the associated Karemelo account;
3. ordinarily requires an active eligible subscription;
4. cannot be transferred or resold without Karemelo's permission; and
5. is non-refundable except where mandatory law requires a refund, Polar grants one under its applicable terms, or Karemelo terminates the relevant paid service without cause and does not provide a reasonably equivalent means of using the remaining balance.

Cancellation of a subscription does not extend access solely to exhaust unused prepaid usage.

25. Taxes

Where Polar acts as merchant of record, Polar is responsible for sales taxes, VAT, GST or similar transaction taxes to the extent allocated to Polar under its applicable reseller arrangement.

The Customer remains responsible for taxes, duties or governmental charges imposed directly on the Customer and for supplying accurate tax information.

Karemelo remains responsible for its own corporate, income and other supplier-side tax obligations.

26. Cancellation

The Customer may cancel future renewal using the available account or Polar cancellation process.

Unless mandatory law or the checkout terms provide otherwise, cancellation becomes effective at the end of the then-current paid subscription period and the Customer may continue using the paid Services until that time.

Cancellation does not erase charges already incurred, including usage and overage charges.

27. Refunds

Subscription and usage charges are generally non-refundable once charged, except:

1. where required by applicable law;
2. where Polar grants a refund under its buyer terms, merchant-of-record policies or payment-network obligations;
3. where Karemelo expressly agrees otherwise; or
4. where these Terms provide a specific refund remedy.

If Karemelo permanently discontinues the entirety of a prepaid subscription before the end of an already-paid period for reasons unrelated to the Customer's breach and does not provide a substantially equivalent replacement, Karemelo will arrange an appropriate pro-rata refund or credit for the unused affected period.

28. Failed payments, reversals and chargebacks

Karemelo may suspend paid functionality where a subscription is unpaid, a payment fails, or the applicable transaction is reversed, refunded or charged back.

Where practicable, Karemelo will provide a reasonable opportunity to resolve an ordinary payment failure before deleting Customer Data.

Nothing in this section prevents Polar or another payment provider from exercising its rights under its own terms.

29. Price changes

Karemelo may change subscription prices and usage rates.

For an existing recurring subscription, a price increase will ordinarily take effect no earlier than the next renewal following reasonable advance notice, unless the change results from a tax, carrier, regulatory or third-party pass-through charge that must lawfully or operationally take effect sooner.

The Customer may cancel before the changed recurring price takes effect.

30. Confidentiality

Each party may receive non-public information of the other that is identified as confidential or that a reasonable person would understand to be confidential (“Confidential Information”).

The receiving party will:

1. use Confidential Information only for the contractual relationship;
2. protect it using reasonable care;
3. disclose it only to personnel and service providers who need it and are subject to appropriate confidentiality obligations; and
4. not disclose it to others except with permission or where required by law.

Confidential Information does not include information that the receiving party can demonstrate was lawfully public without breach, already lawfully known, independently developed without use of the Confidential Information or lawfully received from a third party without confidentiality restriction.

Where legally permitted, a party required to disclose the other's Confidential Information will give reasonable prior notice.

31. Security

Karemelo will maintain technical and organisational measures reasonably designed for the nature and risk of the Services, which may include encryption in transit, encryption at rest where supported by the relevant systems, authentication controls, role-based permissions, logging and access controls.

The Customer is responsible for its own endpoints, authorised users, passwords, authentication settings, account permissions and lawful configuration.

No online service can guarantee absolute security.

Karemelo does not claim a security certification, audit result or compliance standard unless it expressly identifies that certification in current official documentation.

32. Administrative access

Authorised Karemelo personnel may access Customer Data when reasonably necessary to:

1. provide support requested by the Customer;
2. troubleshoot and maintain the Services;
3. investigate security, fraud or misuse;
4. respond to a legal requirement; or
5. operate the Services where access is technically necessary.

Karemelo will limit such access according to role and need and apply applicable confidentiality obligations.

33. Incidents

If Karemelo becomes aware of a personal-data breach affecting Customer Personal Data processed on behalf of the Customer, the DPA governs notification and cooperation.

Karemelo does not undertake a fixed incident-notification period shorter than applicable law unless separately agreed.

34. Acceptable Use Policy

The Customer and its Authorised Users must comply with Karemelo's Acceptable Use Policy.

Karemelo may investigate reasonably suspected violations.

35. Suspension

Karemelo may immediately restrict or suspend some or all Services where reasonably necessary to:

1. address a material security threat;
2. prevent fraud, spam, unlawful calls or other unlawful conduct;
3. respond to a provider or governmental requirement;
4. protect another customer or the platform;
5. stop a material AUP violation;
6. address non-payment; or
7. prevent significant operational harm.

Where circumstances reasonably permit, Karemelo will notify the Customer and provide an opportunity to cure a remediable breach.

Karemelo will use reasonable efforts to limit suspension to the affected account, functionality or activity.

36. Termination by the Customer

The Customer may terminate these Terms by cancelling the subscription and ceasing use of the Services.

Unless another right applies, termination does not entitle the Customer to a refund of amounts properly charged before termination.

37. Termination by Karemelo

Karemelo may terminate these Terms:

1. for material breach not cured within a reasonable period after notice, where cure is possible;
2. immediately for fraud, deliberate unlawful use, serious security abuse or conduct creating material legal or platform risk;
3. where continuation becomes unlawful;
4. where an essential third-party dependency is permanently unavailable and no commercially reasonable substitute exists; or
5. if Karemelo discontinues the Service as a whole.

Where Karemelo terminates without Customer breach and an unused prepaid subscription period remains, the Customer will receive the remedy described in section 27.

38. Data export after termination

Following termination of a paid account, Karemelo intends to make eligible Customer Data available for export for 30 days, subject to security, legal, technical and account restrictions.

The Customer is responsible for completing its export during that period.

After the export period, Karemelo may begin deleting Customer Data from active systems in accordance with the Privacy Policy and DPA.

Data may remain for a limited period in protected backups, legal archives or third-party systems where immediate deletion is not technically feasible or law requires retention. Such retained data remains subject to applicable protection obligations and will not be restored to ordinary use except where reasonably required for recovery, security or law.

39. Service changes

Karemelo may modify the Services to improve functionality, security or performance; respond to law or provider changes; update AI models; replace integrations; or manage technical capacity.

Karemelo will not use this right simply to deprive a Customer of substantially all core functionality for which it has already paid without providing an appropriate remedy.

Where a foreseeable change materially reduces core paid functionality, Karemelo will provide reasonable advance notice where practicable.

40. Availability

Karemelo will use commercially reasonable efforts to operate the Services reliably but does not provide a numerical uptime service-level commitment under these standard Terms.

The Services may be unavailable because of maintenance, telecommunications networks, cloud providers, AI providers, Meta or other platform outages, internet failures, force majeure, security measures or events outside Karemelo's reasonable control.

41. Warranties

Karemelo warrants that it will provide the Services with reasonable care and skill appropriate to a business SaaS service.

Except for express commitments in these Terms and rights that cannot lawfully be excluded, the Services are provided on an “as available” basis.

Karemelo does not warrant:

1. uninterrupted or error-free operation;
2. perfect AI accuracy;
3. that every automated action will succeed;
4. that the Services will meet every Customer-specific regulatory requirement without additional configuration or agreement; or
5. that third-party services will remain available indefinitely.

42. Customer business decisions

The Customer remains responsible for its business decisions and its communications with its own customers.

Karemelo is not a party to contracts, bookings, sales, medical relationships, professional advice relationships or other transactions between a Customer and its end customers merely because the Services facilitated a communication or record.

43. Excluded losses

To the maximum extent permitted by applicable law, neither party will be liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss of business opportunity or indirect or consequential loss arising from these Terms.

This exclusion does not apply where applicable law prohibits the exclusion.

44. General liability cap

Subject to sections 45 and 46, each party's aggregate contractual and non-contractual liability arising out of or in connection with the Services will not exceed the fees paid or payable by the Customer for the affected Services during the 12 months immediately preceding the event giving rise to the first claim.

If the Customer has used the paid Services for less than 12 months, the cap is the fees paid or payable from the start of the paid subscription to the date of that event.

Multiple claims arising from the same or related events do not create multiple caps.

45. Enhanced confidentiality and data-protection cap

For Karemelo's contractual liability to the Customer resulting from Karemelo's material breach of section 30 or of its processor obligations under the DPA, the aggregate cap will be two times the amount calculated under section 44.

This section does not purport to limit the independent rights of data subjects, regulators or other persons where those rights cannot lawfully be limited by contract.

46. Liability that is not excluded

Nothing in these Terms excludes or limits liability to the extent it cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, intentional misconduct, or death or personal injury where exclusion is prohibited by applicable law.

The liability caps do not limit the Customer's obligation to pay properly due subscription or usage charges.

47. AI, communications and third-party risk

The exclusions and caps above apply, subject to section 46, to claims concerning inaccurate AI outputs, mistaken appointments or cancellations, inaccurate business information, failed automation, incorrect tool actions, downtime, telecommunications failure, messaging-platform failure, third-party API failure, data transmission delay or loss of business opportunity.

This section does not relieve Karemelo of liability for Karemelo's own breach where liability cannot lawfully be excluded.

48. Customer indemnity

To the extent permitted by applicable law, the Customer will defend and indemnify Karemelo and its personnel against a third-party claim, and reasonable external legal costs and amounts finally awarded or reasonably settled, arising from:

1. Customer Content that infringes a third party's intellectual-property rights;
2. the Customer's unlawful collection or provision of personal data;
3. calls, messages or marketing initiated under the Customer's instructions without legally required consent or permission;
4. the Customer's material violation of the Acceptable Use Policy;
5. the Customer's use of the Services for an unlawful regulated activity; or
6. fraudulent, deceptive or intentionally unlawful conduct by the Customer or its Authorised Users.

The indemnity does not apply to the extent the claim was caused by Karemelo's own breach, negligence or unlawful conduct.

Karemelo must give the Customer prompt notice of an indemnified claim where reasonably possible, allow the Customer reasonable control of the defence and cooperate at the Customer's reasonable expense. The Customer may not settle a claim in a manner that admits wrongdoing by Karemelo or imposes a non-monetary obligation on Karemelo without consent.

49. Force majeure

Neither party is liable for delay or failure caused by events outside its reasonable control, other than the Customer's obligation to pay charges already incurred.

Events may include widespread internet or telecommunications failure, natural disaster, war, civil disturbance, governmental action, labour disruption and material infrastructure failure.

The affected party must take reasonable steps to mitigate the impact.

50. Changes to these Terms

Karemelo may update these Terms for legal, regulatory, security, operational or commercial reasons.

For a material adverse change affecting an existing paid Customer, Karemelo will provide reasonable notice before the change takes effect unless a law, security issue or urgent provider requirement necessitates earlier implementation.

If a material adverse change significantly affects the Customer's ongoing use and is not required by law, the Customer may cancel future renewal before the change becomes effective.

51. Notices

Operational notices may be sent by email to the Customer account administrator, through the Services or through the Karemelo website.

Legal notices to Karemelo should be sent to support@karemelo.com and, where formal service requires physical delivery, to:

[REGISTERED LEGAL NAME] [COMPLETE VERIFIED ADDRESS]

52. Assignment

The Customer may not transfer these Terms without Karemelo's consent, which will not be unreasonably withheld for a genuine business reorganisation.

Karemelo may transfer these Terms to an affiliate, purchaser of the Karemelo business or a successor legal entity formed to operate Karemelo, provided the transfer does not materially reduce the Customer's contractual rights.

Where a transfer requires novation or further action under applicable law, the parties will take the legally necessary steps.

53. No partnership or agency

These Terms do not create a partnership, employment relationship, fiduciary relationship or general agency between Karemelo and the Customer.

The Customer does not act on behalf of Karemelo when communicating with its end customers.

54. Third-party rights

Except where mandatory law or an incorporated DPA expressly gives enforceable rights to another person, these Terms do not give third parties a contractual right to enforce them.

55. Severability

If a provision is unlawful or unenforceable, it will be interpreted or severed to the minimum extent necessary without affecting the remaining provisions.

56. Waiver

A failure or delay to exercise a contractual right is not a waiver of that right.

57. Entire agreement and order of precedence

These Terms, the applicable order/checkout terms, Acceptable Use Policy, Privacy Policy where relevant as a disclosure, and DPA where applicable constitute the agreement concerning the Services.

In a conflict concerning Customer Personal Data, the DPA prevails over these Terms. Mandatory Polar terms govern Polar's merchant-of-record transaction to the extent they apply between Polar and the buyer.

58. Governing law and courts

These Terms and non-contractual obligations arising from them are governed by the laws of the Republic of Azerbaijan, without prejudice to mandatory laws that cannot validly be excluded.

The courts of the Republic of Azerbaijan having competent jurisdiction will have jurisdiction over disputes between Karemelo and the Customer.

Nothing prevents either party from seeking urgent protective or injunctive relief in another court of competent jurisdiction where necessary to protect confidential information, intellectual property or systems.

59. Mandatory rights

Nothing in these Terms excludes a legal right, remedy or responsibility that applicable law does not permit the parties to exclude.

60. Contact

Questions about these Terms may be sent to:

support@karemelo.com [REGISTERED LEGAL NAME], trading as Karemelo [COMPLETE VERIFIED ADDRESS] VÖEN: [●]