Keystone Site SaaS Agreement

This agreement is between Keystone AI App Ltd (we, us or Keystone) and the business named on the order, checkout or account (Customer). An Order Form, plan page or checkout confirmation forms part of this agreement. If they conflict, the Order Form prevails, then the Data Processing Addendum, then this agreement.

We grant Customer a non-exclusive, non-transferable, non-sublicensable right for its authorised users to access and use Keystone Site during the subscription term for Customer’s internal business operations. The service may include beta or third-party-enabled features; we may update it, provided we do not materially reduce the core paid service during a current term.

Customer is responsible for its authorised users, account credentials, Customer Data, the accuracy and legality of content it submits, obtaining all necessary permissions and notices, and maintaining suitable internet access and devices. Customer must promptly disable access for leavers and notify us of suspected unauthorised access.

Customer retains all rights in Customer Data. Customer grants us the limited right to host, copy, transmit and process Customer Data only to provide, secure, support and improve the service as permitted by this agreement and the Data Processing Addendum. We retain all rights in Keystone Site, its software, documentation, templates, designs and feedback, excluding Customer Data.

Customer and its users must comply with the Acceptable Use Policy. We may suspend access to the extent reasonably necessary to stop a material breach, security threat, unlawful use, or urgent risk to the service or another customer. Where practical, we will give notice and restore access promptly once the issue is resolved.

Support is provided through the published support channels during UK business hours. We use reasonable skill and care to make the service available, but do not promise uninterrupted or error-free operation. Scheduled maintenance, emergency maintenance, internet failures and third-party services may affect availability. We will use reasonable efforts to give advance notice of planned material maintenance.

Customer must pay the fees and taxes shown in the applicable order or checkout in accordance with the Subscription Terms. Fees are non-refundable except where this agreement, an Order Form or mandatory law says otherwise. We may charge interest on overdue undisputed sums at 4% a year above the Bank of England base rate, calculated daily, and may suspend the affected subscription after reasonable notice if payment remains overdue.

Each party must protect the other’s Confidential Information using at least reasonable care and use it only to perform or receive the service. Confidential Information excludes information that is public through no breach, already known lawfully, independently developed, or lawfully received without confidence restrictions. A party may disclose Confidential Information where legally required, after giving notice where legally permitted.

For Customer Data containing personal data, Customer is normally the controller and we are the processor. The Data Processing Addendum is incorporated into this agreement. Each party is independently responsible for personal data it processes as a controller, including account, billing, website and support data.

We warrant that we will provide the service with reasonable skill and care. Except for that express warranty and to the fullest extent permitted by law, the service is provided as available and we disclaim all implied warranties, including fitness for a particular purpose, satisfactory quality and non-infringement. Customer is responsible for decisions made using service outputs, including AI-assisted outputs; they are assistance, not professional, legal, financial, safety or construction advice.

Nothing in this agreement excludes or limits either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited. Subject to that, neither party is liable for loss of profit, revenue, business, goodwill, anticipated savings, data (except restoration costs caused by its breach), or for indirect or consequential loss. Subject to the preceding sentence, each party’s total aggregate liability arising out of or in connection with this agreement in any 12-month period is limited to the greater of £1,000 and the fees paid or payable by Customer for the service in that period. The limits do not apply to Customer’s payment obligations or either party’s misuse of the other’s intellectual property or Confidential Information.

This agreement starts when Customer accepts it and continues for the subscription term, renewing as stated in the Subscription Terms unless cancelled. Either party may terminate for a material breach not cured within 30 days of written notice, or immediately where the breach cannot be cured. On termination, access ends. Customer should export its data before the end of the subscription; our deletion and retention approach is described in the Data Processing Addendum and Security Pack.

Neither party may assign this agreement without the other’s consent, except to an affiliate or as part of a merger, reorganisation or sale of substantially all assets. This agreement is the entire agreement about the service and replaces prior discussions. A variation must be in writing. A person who is not a party has no right to enforce it. If a provision is unenforceable, the rest remains effective. English law governs and the courts of England and Wales have exclusive jurisdiction.

We may update these terms for legal, security, operational or service reasons. For a material adverse change to an active paid subscription, we will give reasonable advance notice and Customer may cancel before it takes effect. Contact us at hello@keystoneai.uk.