Terms and Conditions (B2B)

Last Updated: 31/12/2024

1. Introduction & Definitions

  1. Parties: These Terms and Conditions (“Terms”) govern the relationship between Lockngo Ltd (registered in England and Wales under company number 16086696) having its registered office at Seek House, Funtington, Chichester, England, PO18 9LG, (“Lockngo,” “we,” “us,” or “our”) and the business entity entering into this Agreement (“Client,” “you,” or “your”). By using the Lockngo services as described herein (“Services”), you agree to be bound by these Terms.
  2. Definitions:
    • “Services” means the SaaS platform, whitelabel app(s), and any associated software or APIs provided by Lockngo for digital locker key management.
    • “Locker Hardware” means the physical lockers and related hardware owned and operated by the Client (or a third party under the Client’s control).
    • “End Users” means individuals or entities who ultimately use the lockers, pay for locker access, or otherwise interact with the Client’s locker system.
    • “Agreement” means these Terms, plus any executed Order Form, Statement of Work, or similar written agreement referencing these Terms.
  3. Governing Law & Jurisdiction: This Agreement is governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with this Agreement (that cannot be resolved as per the dispute resolution process in Section 12) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

2. Acceptance of Terms

  1. Effective Date: This Agreement becomes effective on the earlier of (a) the date the Client signs an order form, contract, or clicks “Agree” (if online), or (b) the date the Client first uses the Services.
  2. Authority: By entering into this Agreement, you represent that you have the authority to bind the Client to these Terms.
  3. Entire Agreement: These Terms (along with any other documents expressly referenced herein) constitute the entire agreement between Lockngo and the Client and supersede all prior negotiations or understandings.

3. Scope of Service

  1. Licence Grant: Lockngo hereby grants the Client a non-exclusive, non-transferable licence to access and use the Services for the purpose of enabling End Users to obtain digital locker keys.
  2. Whitelabel Provision: At the Client’s request, Lockngo may provide whitelabel mobile/web apps bearing the Client’s branding. Lockngo retains ownership of the underlying software and technology.
  3. Hardware Responsibility: The Client is solely responsible for procuring, installing, and maintaining the physical lockers and associated hardware. Lockngo disclaims any liability for hardware malfunctions, damage, or loss of items stored within the lockers.

4. Fees, Payment & Revenue Sharing

  1. Licence Fees: The Client shall pay a monthly (or other agreed-upon interval) licence fee, calculated per lock or as otherwise specified in an executed Order Form or contract. Unless otherwise stated, all amounts are invoiced in GBP and payable within 30 days of invoice date.
  2. Payment Methods: The Client may pay by invoice or direct debit, as agreed. Non-payment or late payment entitles Lockngo to suspend or terminate the Services as outlined in Section 10.
  3. Revenue from End Users:
    • Collection: Lockngo will collect locker access fees directly from End Users (on a pay-per-use or subscription basis).
    • Revenue Sharing: Lockngo will remit a portion of the fees to the Client, based on the rate specified in the applicable Order Form or contract.
    • Lockngo reserves the right to deduct applicable transaction fees or refunds before distributing the Client’s share.
  4. Refunds to End Users: If an End User is unable to access a locker due to hardware or service failure, Lockngo may issue a refund at its discretion. The Client agrees to reimburse or offset such refunds as part of the revenue-share reconciliation if the fault is attributable to hardware issues.
  5. Taxes: The Client is responsible for any applicable VAT, sales tax, or other taxes arising from the licence fees. Lockngo is responsible for its own income taxes.

5. End User Terms & Disclaimers

  1. End User Agreement: The Client acknowledges that it is the locker operator and End Users’ legal agreement is primarily with the Client regarding the lockers (including usage rules, any limitations on content/items, etc.). Lockngo’s role is primarily to facilitate digital key distribution and payment collection.
  2. Own Risk Disclaimer: Items stored in lockers are at End Users’ own risk. Neither Lockngo nor the Client is liable for loss, theft, or damage to items unless otherwise agreed by the Client in its own end-user terms.
  3. Hardware Responsibility: Lockngo disclaims all responsibility for the proper functioning of locks or locker mechanisms. If a hardware malfunction prevents access, End Users should contact the Client directly. Lockngo may assist with refunds but has no obligation to repair or replace any physical hardware.
  4. Refunds: Lockngo may issue refunds to End Users who cannot access lockers. The Client agrees to reimburse Lockngo for such refunds if the cause of the fault is hardware-related.
  5. Compliance with Law: The Client will ensure End Users do not use the lockers to store contraband or illegal goods. Any disputes or claims arising from End Users’ misuse are the Client’s responsibility.

6. Use of the Service & Restrictions

  1. Prohibited Actions: The Client agrees not to:
    • Reverse engineer, decompile, or otherwise attempt to derive the source code of any portion of the Services.
    • Interfere with or disrupt the Services or any networks/servers connected to the Services.
    • Violate any applicable laws or regulations in relation to the use of the Services or lockers.
    • Provide third parties with access to the Services beyond what is permitted by this Agreement.
  2. Client Responsibilities: The Client must ensure End Users’ compliance with applicable laws and these Terms (if relevant). The Client must promptly notify Lockngo of any suspected or known unauthorized use of the Services or security breaches.
  3. Security: Lockngo implements reasonable technical measures to protect the Services but does not guarantee against all cyber threats or unauthorized access. The Client remains responsible for securing its hardware, network, and physical locker environment.

7. Intellectual Property

  1. Ownership: All intellectual property rights in and to the Services (including software, documentation, whitelabel apps, and related materials) are owned exclusively by Lockngo. The Client retains all rights to its own branding, trade names, or logos that Lockngo may incorporate into whitelabel solutions.
  2. Licence to Use Branding: The Client grants Lockngo a non-exclusive, revocable licence to display the Client’s branding within the whitelabel apps for the purpose of providing the Services.
  3. Feedback: Any suggestions, ideas, or feedback provided by the Client may be used by Lockngo without restriction or obligation.

8. Limitation of Liability & Warranty Disclaimer

  1. No Warranty: The Services are provided “as is” without warranties of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
  2. Exclusion of Hardware Liability: Lockngo disclaims all liability for locker hardware malfunctions, damage, or loss of items. The Client acknowledges such liability rests solely with the locker owner/operator.
  3. Limitation of Damages: To the maximum extent permitted by law, Lockngo’s total liability (whether in contract, tort, or otherwise) shall not exceed the amount of fees paid by the Client to Lockngo in the 12 months preceding the claim. In no event shall Lockngo be liable for indirect, special, incidental, consequential, or punitive damages, including loss of profits, data, or business opportunities.
  4. Items at Own Risk: Items left in lockers are entirely at the End User’s own risk. The Client is responsible for making this clear in its end-user communications or signage.

9. Indemnification

  1. Client Indemnity: The Client agrees to defend, indemnify, and hold harmless Lockngo from and against any and all claims, damages, liabilities, costs, and expenses (including legal fees) arising out of or related to:
    • The Client’s or End Users’ misuse of the Services or locker hardware.
    • Any content or items stored in the locker that are illegal, unsafe, or violate third-party rights.
    • The Client’s failure to comply with applicable laws or regulations.
  2. Procedure: Lockngo will promptly notify the Client of any claim for which indemnification is sought and will reasonably cooperate with the Client. The Client may assume the defense of such claim, subject to Lockngo’s right to participate in the defense at its own expense.

10. Term & Termination

  1. Term: This Agreement commences on the Effective Date and continues until terminated in accordance with this Section.
  2. Termination for Convenience: Either party may terminate this Agreement for any reason by providing 30 days written notice to the other party.
  3. Suspension & Termination for Non-Payment: If the Client fails to pay any fees within 14 days after the due date, Lockngo may suspend access to the Services. If payment is not received within another 14 days after suspension, Lockngo may terminate this Agreement immediately.
  4. Termination for Breach: Either party may terminate this Agreement immediately if the other party materially breaches these Terms and fails to cure such breach within 14 days of receiving written notice.
  5. Effect of Termination: Upon termination, the Client shall immediately cease all use of the Services. No refunds of prepaid fees shall be provided (unless required by law). Any outstanding payment obligations (including revenue-sharing allocations or reimbursement for End User refunds) shall survive termination.

11. Force Majeure

Lockngo shall not be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including natural disasters, war, terrorism, riots, pandemics, government actions, or internet disturbances (“Force Majeure”). Lockngo will make reasonable efforts to resume performance as soon as practicable.

12. Dispute Resolution

  1. Good Faith Negotiation: In the event of any dispute arising under this Agreement, the parties shall first attempt to resolve the matter through good-faith negotiation.
  2. Arbitration or Litigation: If the dispute is not resolved within 30 days, either party may refer the dispute to arbitration (if mutually agreed) or the courts of England and Wales.

13. Confidentiality & Data Protection

  1. Confidential Information: Each party acknowledges that in the course of performing under this Agreement, they may have access to the other party’s confidential information. Each party agrees to protect such information with reasonable care and not disclose it to third parties without written consent (except as required by law).
  2. Data Protection: The parties shall comply with applicable data protection laws, including UK GDPR, in relation to any personal data processed under this Agreement. Lockngo’s collection and use of personal data (including End User data) is governed by its Privacy Policy. If needed, the parties will execute a separate Data Processing Agreement (DPA).

14. Future Service-Level Agreement (SLA)

If the parties agree to a separate SLA covering service uptime, support response times, or performance credits, that SLA shall be incorporated by reference into this Agreement. In the absence of a signed SLA, Lockngo offers the Services on a best-effort basis with no specific uptime guarantees.

15. General Provisions

  1. No Partnership/Agency: Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the parties. Each party acts as an independent contractor.
  2. Assignment: The Client may not assign or transfer this Agreement without Lockngo’s prior written consent. Lockngo may assign this Agreement to an affiliate or in connection with a merger/acquisition.
  3. Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
  4. Notices: Notices under this Agreement must be given in writing via email or registered mail to the addresses specified in the Order Form or as otherwise notified in writing.
  5. Waiver: Any waiver of rights under these Terms must be in writing and shall not constitute a continuing waiver unless expressly stated.
  6. Entire Agreement: These Terms, along with any referenced documents, constitute the entire agreement between the parties and supersede all prior agreements or understandings.

16. Contact

For questions or concerns about these Terms, please contact:
Lockngo Ltd
Email: contact@lockngo.io

Appendix

This Appendix is not a standalone contract with End Users but highlights what the Client should ensure is included in its own end-user facing terms, signage, or disclaimers.

Summary of Key “End User” Terms

  1. Locker Usage: End Users acknowledge items are stored at their own risk.
  2. Payment & Refunds: All payments are processed by Lockngo; refunds for locker inaccessibility may be issued at Lockngo’s discretion.
  3. Prohibited Items: End Users must not store contraband or illegal items.
  4. Hardware Malfunctions: The Client is responsible for locker maintenance; End Users may contact the Client for hardware failures.
  5. Liability: End Users waive claims against Lockngo related to locker malfunctions or lost/stolen items (except as required by law).

Acceptable Use Policy

Last Updated: 31/12/2024

1. Introduction

This Acceptable Use Policy (“AUP”) outlines the acceptable and prohibited uses of the digital locker key services (“Services”) provided by Lockngo Ltd (“Lockngo,” “we,” “us,” or “our”). This AUP is incorporated by reference into our Terms & Conditions. By accessing or using the Services, you agree to comply with this AUP.

For additional information about how we collect and process personal data, please review our Privacy Policy. Any refunds or cancellations may be subject to our Refund & Cancellation Policy.

2. Scope & Responsibility

Our Services enable you (the user) to book and access lockers via digital keys. We do not own or operate the physical lockers themselves; that responsibility lies with our business clients (“B2C Clients”). Our role is limited to providing the software interface and facilitating payments. You acknowledge that B2C Clients are responsible for any rules governing the actual use of locker space (including prohibitions on illegal or dangerous items).

Where B2C Clients upload end-user data (e.g., phone numbers or eligibility lists), it is their responsibility to ensure they have the right to do so and that such data is accurate and compliant with applicable data protection laws.

3. User Obligations

  • Maintain Accurate Information: You agree to provide true, current, and complete information when registering for or using our Services (e.g., using your own phone number).
  • Keep Credentials Secure: You are responsible for safeguarding your login credentials (including passwords or one-time codes). You must notify us immediately of any suspected unauthorized use.
  • Lawful Purposes Only: You must use the Services in compliance with all applicable laws, regulations, and third-party rights. You may not use stolen credit cards, fraudulent payment methods, or direct carrier billing details that do not belong to you.

4. Prohibited Activities

You agree not to engage in any of the following activities (or facilitate or encourage others to do so):

  • Hacking or Reverse Engineering: Attempting to interfere with, disrupt, or gain unauthorized access to the Services, servers, or networks; reverse-engineering or decompiling any portion of our software or code.
  • Fraudulent Payments: Using stolen payment credentials, unlawfully obtained direct carrier billing accounts, or any other fraudulent means of payment.
  • Illicit Use of Lockers: While locker usage rules are set by the B2C Clients who own the lockers, you must not use the Services to facilitate storage of prohibited or illegal items. Lockngo disclaims all responsibility for the contents placed in lockers or any misuse by end users.
  • Technical Misuse: Uploading or transmitting viruses, malware, or any other destructive code that could harm the Services or users’ devices.

5. Enforcement & Termination

  • Right to Suspend or Terminate: We reserve the right to suspend or terminate your access to the Services immediately if we believe (in our sole discretion) that you have violated this AUP or any associated policies.
  • Indemnification: You agree to indemnify, defend, and hold Lockngo (including our directors, officers, employees, and agents) harmless from any claim or demand (including reasonable legal fees) arising out of or related to your violation of this AUP or misuse of the Services.
  • Reporting Violations: If you become aware of any breach of this AUP, please contact us at contact@lockngo.io.

6. Relationship with Other Policies

This AUP is intended to complement our other policies, including our Terms & Conditions, Privacy Policy, and Refund & Cancellation Policy. In the event of a conflict between this AUP and our Terms & Conditions, the Terms & Conditions shall take precedence.

7. Governing Law & Jurisdiction

This AUP and any disputes arising out of or related to it shall be governed by the laws of England and Wales. You agree that the courts of England and Wales shall have exclusive jurisdiction to resolve any such disputes.

8. Changes to This Policy

We may modify this AUP at any time. When we do, we will update the “Last Updated” date at the top of this page. Your continued use of the Services after any such change constitutes your acceptance of the revised AUP.

9. Contact Us

If you have any questions or concerns about this AUP or any of our other policies, please contact: