1. Agreement to these terms
These Terms of Service ("Terms") form a legally binding agreement between you and Kedos Consulting Limited ("we", "us" or "our"), a company registered in England and Wales under company number 7005106, VAT number GB 978 0558 71, registered office 20-22 Wenlock Road, London, N1 7GU, United Kingdom. We are the authorised reseller of the Badger Commerce product suite.
The Badger Commerce tools and the Badger Sett platform are owned and operated by Badger Commerce Limited ("Badger Commerce"), company number 11865866. We provide access to them to you as reseller; Badger Commerce remains the owner and operator of the software, and processes personal data as described in the Privacy Policy.
"Platform" means Badger Sett, the account, authentication, and billing service. "Tools" means the individual Badger Commerce products (such as Badger Assets, Badger Pricing, and others) that you may subscribe to through the Platform. "Services" means the Platform and the Tools together.
By creating an account, or by accessing or using the Services, you agree to these Terms and to our Privacy Policy. If you do not agree, you must not use the Services.
2. Eligibility and accounts
You must be at least 18 years old and able to enter into a binding contract to use the Services. If you use the Services on behalf of an organisation, you confirm that you are authorised to bind that organisation to these Terms, and "you" refers to both you and that organisation.
You are responsible for keeping your account credentials secure and for all activity that takes place under your account. Tell us promptly at [email protected] if you suspect any unauthorised use.
3. Organisations and team members
The Platform is organised around organisations. The person who creates an organisation, or who is assigned the owner role, is responsible for managing its members, roles, and subscriptions. Organisation owners and admins can invite, remove, and change the roles of members, and can act on behalf of the organisation, including in relation to billing.
If you are added to an organisation you did not create, that organisation controls its own data within the Services and may be able to access, manage, or remove your access to it.
4. Subscriptions, trials, and billing
Each Tool is offered on a subscription basis. The plans, prices, and limits for each Tool are shown on our Pricing page at the point of purchase.
- Free trials. Where a free trial is offered, it runs for the stated period. Unless you cancel before the trial ends, the subscription will begin and the applicable fee will become payable.
- Billing cycle. Subscriptions renew automatically at the end of each billing period (monthly or annual, as selected) until cancelled.
- Payment. Payments are processed by our payment provider, Stripe. You authorise us, through Stripe, to charge your chosen payment method for all fees when due. You are responsible for keeping your payment details valid and up to date.
- Taxes. Fees are exclusive of VAT and any other applicable taxes, which will be added where required.
- Price changes. We may change subscription prices. We will give you reasonable advance notice, and any change will take effect from your next billing period.
5. Cancellation and refunds
You can cancel a subscription at any time from your account. Cancellation takes effect at the end of your current billing period, and you will keep access to the relevant Tool until then. Except where required by law, fees already paid are non-refundable and we do not provide pro-rata refunds for partial periods.
6. Acceptable use
You agree not to, and not to permit anyone else to:
- Use the Services for any unlawful or fraudulent purpose
- Breach or circumvent any security or authentication measures, or access accounts, data, or systems you are not authorised to access
- Interfere with, disrupt, or place an unreasonable load on the Services or their infrastructure
- Reverse engineer, copy, or create derivative works from the Services, except to the extent this restriction is prohibited by law
- Resell, sublicense, or otherwise make the Services available to third parties except as expressly permitted
- Upload or transmit malware, or use the Services to infringe the intellectual property or privacy rights of others
Each Tool may have additional usage limits or acceptable-use rules, which form part of these Terms when you subscribe to that Tool.
7. Your data
You retain all rights in the data you and your organisation submit to the Services ("Your Data"). You grant us a limited licence to host, process, and transmit Your Data solely to provide and support the Services. Our handling of personal data is described in our Privacy Policy, and, where we act as your processor, our Data Processing Addendum applies.
8. Intellectual property
The Services, including all software, content, and branding (but excluding Your Data), are and remain the property of Badger Commerce Limited and its licensors. As its authorised reseller, we grant you a non-exclusive, non-transferable, revocable right to access and use the Services in accordance with these Terms for the duration of your subscription. All rights not expressly granted are reserved.
9. Availability and support
We aim to keep the Services available and reliable, but we do not guarantee uninterrupted availability. We may carry out maintenance, update or modify features, or suspend access where necessary for security or operational reasons. Our uptime commitment for paid subscriptions, and the service credits available if we miss it, are set out in our Service Level Agreement, which forms part of these Terms. Those credits are your sole remedy for downtime.
10. Third-party services
The Services rely on and interoperate with third-party providers, including Clerk for authentication and Stripe for payments. Your use of those features may also be subject to the third party's own terms. We are not responsible for third-party services outside our control.
11. Disclaimer of warranties
The Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we exclude all warranties, conditions, and representations not expressly stated in these Terms, whether express or implied, including any implied terms of satisfactory quality, fitness for a particular purpose, and non-infringement. Nothing in these Terms excludes statutory rights that cannot lawfully be excluded.
12. Limitation of liability
Nothing in these Terms limits or excludes our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.
Subject to the above, and to the fullest extent permitted by law:
- we are not liable for any indirect or consequential loss, or for loss of profits, revenue, business, goodwill, or anticipated savings; and
- our total aggregate liability arising out of or in connection with the Services in any 12-month period is limited to the total fees you paid to us for the Services in that period.
13. Indemnity
You agree to indemnify us against claims, losses, and reasonable costs arising from your breach of these Terms, your misuse of the Services, or your infringement of the rights of a third party, except to the extent caused by us.
14. Suspension and termination
You may stop using the Services and close your account at any time. We may suspend or terminate your access to the Services if you materially breach these Terms, fail to pay fees when due, or use the Services in a way that risks harm to us, other users, or third parties. Where it is reasonable to do so, we will give you notice and an opportunity to put things right first.
On termination, your right to use the Services ends. We will make Your Data available for export for a limited period after termination, after which it may be deleted in line with our Privacy Policy.
15. Changes to these terms
We may update these Terms from time to time. When we make material changes, we will update the "last updated" date above and give you reasonable notice, for example by email or through the Platform. Your continued use of the Services after the changes take effect constitutes acceptance of the updated Terms.
16. General
These Terms are the entire agreement between you and us regarding the Services and supersede any prior agreements. If any provision is found to be unenforceable, the remaining provisions continue in effect. Our failure to enforce a right is not a waiver of it. You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a reorganisation, merger, or sale.
17. Governing law and jurisdiction
These Terms and any dispute arising out of or in connection with them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that we may bring proceedings to protect our (or Badger Commerce's) intellectual property in any competent court.
18. Contact us
Questions about these Terms can be sent to [email protected], or by post to Kedos Consulting Limited, 20-22 Wenlock Road, London, N1 7GU, United Kingdom.