Privacy contact: privacy@keynetic.co.uk

Keynetic Terms of Service

Version: 1.0 Effective date: [INSERT DATE]

1\. About these Terms

These Terms of Service ("Terms") govern your use of Keynetic, including the Keynetic website, application and related services (together, the "Service").

Keynetic is a property-chain coordination platform designed to help people involved in a property transaction coordinate progress and see relevant information about the transaction in one shared environment.

By creating an account, accepting an invitation, subscribing to the Service, or otherwise using the Service, you agree to these Terms.

If you do not agree to these Terms, you should not use the Service.

These Terms should be read together with our Privacy Policy and Cookies and Similar Technologies Policy.

2\. Who we are

The Service is operated by:

[KEYNETIC LEGAL COMPANY NAME] Company number: [INSERT] Registered office: [INSERT]

Email: privacy@keynetic.co.uk

In these Terms, "Keynetic", "we", "us" and "our" refer to the company operating the Keynetic Service.

3\. Different types of Keynetic user

Keynetic supports different types of users.

3.1 Estate Agent subscribers

An estate agent may subscribe to Keynetic on behalf of its business.

An estate agent subscription provides access to the features and functionality made available for the applicable subscription plan.

The estate agent is responsible for its own account, its authorised users and its use of the Service.

3.2 Property transaction participants

A person may also access Keynetic because they are involved in a property transaction and have been invited to participate in a chain.

These users may include buyers, sellers and other participants connected with a transaction.

Unless expressly stated otherwise, participation in a Keynetic chain does not require the participant to purchase a subscription from Keynetic.

4\. What Keynetic does

Keynetic provides software for coordinating information and activity relating to property transactions.

The Service may allow participants to:

  • view relevant information about a property chain;
  • see the position and progress of connected transactions;
  • receive updates about relevant stages;
  • respond to structured requests or updates;
  • receive invitations and notifications; and
  • coordinate progress with other participants and estate agents.

The exact features available may change over time.

Keynetic is a technology platform. It does not replace the professional services provided by estate agents, conveyancers, solicitors, mortgage advisers, surveyors or other professionals involved in a property transaction.

5\. Keynetic is not a property or legal adviser

Keynetic does not provide:

  • legal advice;
  • conveyancing services;
  • financial or mortgage advice;
  • property valuation advice;
  • tax advice;
  • estate agency services; or
  • other regulated professional advice unless expressly stated.

Information displayed through Keynetic should not be treated as professional advice.

You remain responsible for obtaining appropriate professional advice where required.

6\. Property transaction information

Keynetic displays information supplied by participants and organisations involved in a property transaction.

We do not independently verify every piece of information entered into or displayed through the Service.

You should therefore:

  • check important information with the relevant professional or transaction participant;
  • not rely solely on Keynetic to make a legal, financial or property decision; and
  • promptly report information that you believe is incorrect.

Keynetic is intended to improve coordination and visibility. It does not guarantee that a property transaction will complete, that a particular transaction stage will occur by a particular date, or that information supplied by another participant is accurate.

7\. Your account

Where an account is required, you must provide information that is accurate and keep that information reasonably up to date.

You are responsible for:

  • keeping your login credentials secure;
  • not sharing your account with another person;
  • notifying us if you believe your account has been accessed without permission; and
  • ensuring that your use of the Service complies with these Terms.

You must not create an account using another person's identity or impersonate another person or organisation.

8\. Invitations and access to property chains

Access to a property chain may be provided through an invitation or other authorised connection.

You must only use an invitation intended for you.

You must not:

  • use another person's invitation without authorisation;
  • attempt to access a property chain that you are not authorised to access;
  • share access credentials or invitation information for the purpose of bypassing access controls; or
  • attempt to circumvent Keynetic's security or access controls.

Keynetic may revoke or suspend access where there is a reasonable security, privacy or misuse concern.

9\. Information you provide

You are responsible for ensuring that information you provide to Keynetic is accurate, lawful and appropriate for the purpose for which it is submitted.

You must not submit information that:

  • you do not have the right to provide;
  • is knowingly false or misleading;
  • unlawfully infringes another person's rights;
  • contains malicious code;
  • is intended to interfere with the operation of the Service; or
  • is otherwise unlawful.

Keynetic is not responsible for inaccuracies introduced by users or third parties.

10\. Communications and updates

Keynetic may send service-related communications necessary to operate the Service.

These may include:

  • account and authentication messages;
  • property-chain invitations;
  • transaction or workflow notifications;
  • security notifications;
  • important service announcements; and
  • billing and subscription communications for estate agent subscribers.

These communications form part of the Service and are not marketing communications.

Keynetic may introduce marketing or other promotional functionality in the future. Any such functionality will be introduced in accordance with applicable law and, where required, with appropriate user choices or permissions.

11\. Estate agent subscriptions

Estate agent subscriptions are available on the plans and prices displayed by Keynetic from time to time.

Unless otherwise stated at the time of purchase:

  • subscriptions are billed monthly;
  • the applicable subscription fee is charged at the beginning of each billing period;
  • subscriptions automatically renew for successive billing periods unless cancelled;
  • subscription prices and applicable taxes are displayed before purchase; and
  • payment is processed using the payment method made available by Keynetic.

The contractual price applicable to your subscription is the price confirmed when you subscribe or subsequently agree to a pricing change.

12\. Founding subscription arrangements

Keynetic may make special founding or introductory subscription arrangements available from time to time.

Any eligibility requirements, price, availability and duration applicable to such an arrangement will be communicated at the time of subscription.

Founding places may be limited and are subject to the applicable availability and eligibility rules.

Unless expressly stated otherwise, a founding subscription does not create a permanent right to that price for additional accounts or businesses.

13\. Cancelling an estate agent subscription

An estate agent subscriber may cancel its subscription using the cancellation method made available by Keynetic, including the applicable billing portal where provided.

Cancellation will normally take effect at the end of the current paid billing period unless otherwise stated.

Unless required by law or expressly agreed by Keynetic, cancellation does not automatically entitle the subscriber to a refund of amounts already paid for the current billing period.

Nothing in these Terms limits any rights that cannot lawfully be excluded.

14\. Failed payments

If a subscription payment fails, Keynetic may restrict or suspend access to paid subscription features until the payment issue has been resolved.

Where appropriate, Keynetic may provide a reasonable opportunity to update the payment method or otherwise resolve the failed payment.

Any applicable grace period or billing recovery process will be described through the Service.

15\. Changes to subscription prices

Keynetic may change subscription prices from time to time.

Where a price change affects an existing subscription, we will provide reasonable notice before the new price takes effect and will provide any cancellation rights required by applicable law.

A price change will not retrospectively alter charges that have already been paid.

16\. Free and invited participation

Where Keynetic provides access to a person without charging that person a subscription fee, access may be provided for the purpose of participating in a property transaction or using a specific Keynetic workflow.

Keynetic may change, suspend or discontinue free features, subject to any rights that apply to the relevant user or contract.

17\. Acceptable use

You must use Keynetic only for legitimate purposes connected with the Service.

You must not:

  • attempt to gain unauthorised access to the Service or another user's account;
  • access information relating to a property chain without authorisation;
  • probe, scan or test the vulnerability of the Service except where expressly authorised by Keynetic;
  • interfere with the operation or security of the Service;
  • introduce malicious code or harmful software;
  • use automated systems to access the Service in a way that could adversely affect its operation;
  • circumvent rate limits, access controls or other technical restrictions;
  • scrape or systematically extract information from Keynetic;
  • use the Service to send unsolicited communications;
  • reverse engineer the Service except to the extent that applicable law expressly permits it;
  • use Keynetic to facilitate unlawful activity; or
  • use the Service in a way that could damage Keynetic, its users or third-party systems.

18\. Intellectual property

Keynetic and its licensors own all intellectual property rights in the Service, including its software, interface, design, branding, documentation and underlying technology, except for material supplied by users or third parties.

Your use of Keynetic does not transfer ownership of any Keynetic intellectual property to you.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to use the Service for its intended purpose during the period in which you are authorised to use it.

19\. Your information and content

You retain ownership of information and material that you provide to Keynetic, subject to the rights necessary for Keynetic to operate the Service.

You grant Keynetic the limited rights necessary to:

  • store and process information;
  • display information to authorised participants;
  • provide and operate the Service;
  • maintain security and prevent misuse;
  • provide support;
  • analyse and improve the Service, including developing platform-level insights, analytical models and estimates relating to property-chain progression;
  • comply with legal obligations; and
  • otherwise carry out the purposes described in the Privacy Policy and Data Protection & Platform Terms.

Keynetic will handle personal information in accordance with its Privacy Policy.

20\. Property-chain visibility

A central feature of Keynetic is that relevant participants in a connected property chain may be able to see information relating to other connected transactions.

By participating in a chain, you acknowledge that information may be made available to other authorised participants in accordance with the Service's access controls.

The information visible to a participant depends on their role, position and permissions within the relevant chain.

You must therefore only provide information that you are authorised to provide and that is appropriate for the relevant transaction.

21\. Estate agent responsibilities

Where an estate agent uses Keynetic as a subscriber, the estate agent is responsible for:

  • ensuring that its authorised users use the Service appropriately;
  • maintaining appropriate internal controls over access;
  • ensuring that information it provides is accurate to the best of its knowledge;
  • using the Service in accordance with applicable laws and regulations; and
  • obtaining any permissions or authorisations it needs to provide information to Keynetic.

Nothing in these Terms makes Keynetic responsible for the estate agent's professional, legal or regulatory obligations.

22\. Availability and changes to the Service

We aim to keep Keynetic available and reliable, but we do not guarantee that the Service will always be:

  • available without interruption;
  • free from errors;
  • compatible with every device or browser; or
  • available at a particular time.

We may temporarily suspend the Service where reasonably necessary for:

  • maintenance;
  • security;
  • technical issues;
  • upgrades;
  • investigation of suspected misuse; or
  • circumstances outside our reasonable control.

We may also change or discontinue features as the Service develops.

Where a change materially affects a paid service, we will take reasonable steps to communicate the change.

23\. Third-party services

Keynetic uses third-party providers to support parts of the Service, including infrastructure, authentication, email, payments and address services.

Third-party services may have their own terms and policies.

Keynetic is not responsible for failures or actions of third-party services that are outside Keynetic's reasonable control.

Where you are redirected to a third-party service, your use of that service may also be subject to the third party's terms.

24\. Security

We take reasonable technical and organisational measures to protect the Service and information processed through it.

However, no internet-based service can be guaranteed to be completely secure.

You must notify Keynetic promptly if you become aware of suspected unauthorised access, compromised credentials or another security issue affecting your account.

25\. Suspension and termination

We may suspend or restrict access to the Service where reasonably necessary to:

  • protect the security of the Service;
  • protect users or third parties;
  • investigate suspected misuse;
  • comply with a legal obligation;
  • address a serious breach of these Terms; or
  • prevent fraud or abuse.

Where appropriate and reasonably practicable, we will provide notice and an opportunity to resolve the issue before restricting access.

We may terminate a user's access where there is a serious or repeated breach of these Terms or where continued provision of the Service is no longer reasonably possible.

Nothing in this section limits rights that cannot lawfully be excluded.

26\. Effect of termination

When your access ends:

  • you must stop using the Service;
  • access to relevant property chains may cease;
  • estate agent subscription access will cease in accordance with the applicable billing arrangements; and
  • Keynetic may retain or delete information in accordance with its Privacy Policy, applicable retention requirements and legal obligations.

Termination does not affect rights or obligations that arose before termination.

27\. Data protection

Keynetic processes personal information in accordance with its Privacy Policy and the Keynetic Data Protection & Platform Terms.

Keynetic's data protection role and the responsibilities of estate agents, property transaction participants and other organisations may depend on the nature and purpose of the relevant processing.

Keynetic operates the shared property-chain platform independently and may act as a controller for processing carried out for the purposes described in its Privacy Policy and Data Protection & Platform Terms.

Estate agents and other organisations remain responsible for their own processing activities outside Keynetic, including processing carried out for their own business purposes.

Where applicable law requires a separate data processing agreement for a particular processing activity, the parties will put an appropriate agreement in place.

28\. Disclaimers

To the maximum extent permitted by law, Keynetic does not guarantee:

  • that a property transaction will complete;
  • that another participant will respond to an update or request;
  • that information supplied by another participant is accurate or complete;
  • that a transaction will progress within a particular timeframe;
  • that the Service will identify every issue affecting a transaction; or
  • that use of Keynetic will prevent delays, losses or failures in a property transaction.

Keynetic is a coordination tool and should not be treated as a substitute for professional advice or direct communication where that is required.

29\. Our liability

Nothing in these Terms excludes or limits liability where doing so would be unlawful.

This includes liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or other liability that applicable law does not permit us to exclude or limit.

Subject to that:

For estate agent subscribers

To the extent permitted by law, Keynetic will not be liable for:

  • indirect or consequential loss;
  • loss of profit;
  • loss of business;
  • loss of anticipated savings;
  • loss of goodwill; or
  • loss arising from decisions made by a subscriber or another transaction participant based on information displayed through Keynetic.

For paid estate agent subscriptions, our aggregate liability arising out of or in connection with the Service will be limited to an amount equal to the subscription fees paid by the relevant subscriber to Keynetic during the 12 months immediately preceding the event giving rise to the claim, unless a different limit is required by law.

For other users

Where you use Keynetic as an individual participant rather than as part of a business activity, nothing in these Terms limits your statutory consumer rights or any liability that cannot lawfully be limited.

30\. Events outside our control

Keynetic will not be responsible for failure or delay caused by circumstances outside our reasonable control.

These may include:

  • major internet or telecommunications failures;
  • third-party infrastructure failures;
  • cyberattacks that could not reasonably have been prevented;
  • natural disasters;
  • fire or flooding;
  • industrial disputes;
  • government action; or
  • other events outside our reasonable control.

This does not affect any rights you may have under applicable law.

31\. Changes to these Terms

We may update these Terms from time to time.

Where we make a material change, we will take reasonable steps to notify affected users before the change takes effect.

The updated Terms will be made available through the Keynetic website or application.

Your continued use of Keynetic after the effective date of an updated version constitutes acceptance of the updated Terms where permitted by law.

If you do not agree with a material change affecting a paid subscription, you may cancel your subscription in accordance with the applicable cancellation arrangements.

32\. Complaints

If you have a complaint about Keynetic, please contact us first so that we can investigate the issue.

Email: [INSERT SUPPORT EMAIL]

Please provide enough information for us to identify the relevant account, transaction or issue.

We will aim to respond within a reasonable period.

33\. General provisions

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to apply.

A failure by Keynetic to enforce a provision of these Terms does not mean that we waive our right to enforce it later.

These Terms, together with any applicable subscription details and policies expressly incorporated into them, form the agreement between you and Keynetic concerning your use of the Service.

34\. Governing law

These Terms are governed by the law of England and Wales.

Subject to any mandatory rights you may have under applicable law, the courts of England and Wales will have jurisdiction over disputes arising from or relating to these Terms.

35\. Contact

If you have any questions about these Terms, please contact:

Keynetic Email: [INSERT SUPPORT EMAIL] Privacy: privacy@keynetic.co.uk