Sales Terms and Conditions
1. Engagement and Term
1.1These Terms apply from when you sign these Terms, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only.
1.2Variations: Keeyu may propose changes to these Terms at any time by providing you with written notice. Changes will only take effect once you confirm acceptance in writing (including via email or in-Platform confirmation). If you do not agree to the proposed changes, you may continue under the existing Terms, or either party may choose to terminate the agreement with 30 days’ written notice. If you cancel your Subscription:
(a)you will no longer be able to access our Services (including our Platform) on and from the date of cancellation; and
(b)if you have paid Subscription Fees upfront, you will be issued a pro-rata refund based on the portion of the Subscription Period remaining.
2. Our Services
2.1Keeyu will provide support during standard business hours (Monday-Friday, 9am-5pm AEST).
The following service levels apply:
(a)General Enquiries / Non-Urgent Issues: Response within 1 business day, resolution within 1-2 business days.
(b)Critical Issues / System Outages: Response within 4 hours, resolution within 1 business day where possible.
2.2Support is provided via email and chat, and includes monthly business reviews.
2.3Unless we agree otherwise, Support Services cannot be used to support any other products or services, and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.
2.4Where we require access to your premises or computer systems in order to provide our Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.
2.5Our Services do not constitute, and are not a substitute for, financial, legal or risk management advice.
2.6We will not be responsible for any other services unless expressly set out on in these Terms or on our Platform.
2.7Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us).
2.8Beta Services: If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.
2.9Third Party Products or Services: Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise under clause 2.7.
2.10Keeyu-Managed Integrations: Keeyu will monitor and provide support for all integrations that are set up and maintained by Keeyu (Keeyu-managed integrations). This includes troubleshooting data sync and connectivity issues between supported platforms, provided these platforms are connected through the Keeyu platform.
3. Account
3.1You must sign up for an Account in order to access and use our Platform.
3.2You must register for an Account using your Apple, Google or Microsoft account (Single Sign-On Account). If you sign in to your Account using a Single Sign-On Account, you authorise us to access information from your Single Sign-On Account including your name and contact information.
3.3You may invite Authorised Users to access and use our Services under your Account. Each of your Authorised Users will require a login (which is linked to your Account), in order to access and use our Platform. You are responsible for ensuring that your Authorised Users comply with these Terms. You may change who your Authorised Users are at any time through your Account, and what access rights or permissions they have when using our Platform. Any limitations on the number of Authorised Users will be set out in the Schedule.
3.4While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):
(a)keep your information up-to-date (and ensure it remains true, accurate and complete);
(b)keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
(c)notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.
4. Subscriptions
4.1Once you have created your Account, you may choose a Subscription.
4.2The details of your Subscription are set out in the Schedule, including the Subscription Features, Subscription Fees and Subscription Periods.
4.3During the Subscription Period, you will be billed for the Subscription Fees on a recurring basis, as set in the Schedule (Billing Cycle).
4.4Changes to your Subscription are governed as follows: Plan upgrades (Base to Insights, Insights to Automate, Automate to Omnichannel) may be requested at any time through Customer's Account. Upgrades take effect immediately. Customer is charged the difference on a pro-rata basis for the remainder of the current Billing Cycle. Plan downgrades are not permitted during the 12-month committed term (Tracks 2 and 3). Track 1 customers may downgrade at any time, taking effect from the beginning of the next Billing Cycle. Track Upgrades and Downgrades are governed by the Track Upgrades clause in Subscription Fees. Volume Tier Adjustments are governed by Subscription Volume. Customer-initiated changes are not permitted; adjustments occur automatically per the threshold mechanic.
4.5You will be billed for any Subscription Fees due at the beginning of each Billing Cycle. Our payments methods will be set out on our Platform and in our invoice to you. If you choose to pay your Subscription Fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out on our Platform).
4.6You must not pay, or attempt to pay, any Subscription Fees by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account in accordance with your chosen Subscription, and you confirm that you are either the holder or an authorised signatory of that bank account.
4.7You acknowledge and agree that payment of the Subscription Fees is for our provision of the Platform and your Subscription under these Terms, and we make no warranty or guarantee that the Services will achieve a certain outcome, except as expressly set out in clause 4.10.
4.8Late Payments: If any Subscription Fees are not paid on time, we may:
(a)suspend your access our Services (including access to our Platform); and
(b)charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.
4.9Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).
5. Platform Licence
5.1While you have an Account, we grant you and your Authorised Users a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person and, if you have a Subscription, will also be subject to the conditions of your Subscription (as set out in the Schedule).
5.2You must not (and you must ensure that your Authorised Users do not):
(a)access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
(b)interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;
(c)introduce any viruses or other malicious software code into our Platform;
(d)use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;
(e)attempt to access any data or log into any server or account that you are not expressly authorised to access;
(f)use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
(g)circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
(h)access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.
6. Availability, Disruption and Downtime
6.1While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
6.2Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
6.3We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.
7. Intellectual Property and Data
7.1We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.
7.2We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.
Your Data
7.3We do not own any of Your Data. When you enter or upload Your Data into our Platform, you grant us the right to access, store, and back up Your Data solely for the purpose of providing the Services to you and your Authorised Users.
7.4We do not disclose, share, or sell Your Data to any third parties, except for secure hosting and infrastructure providers (e.g. AWS) used to deliver the Services. These providers operate under strict confidentiality and data protection obligations.
7.5Upon cancellation or termination of this Agreement, we will delete all of Your Data from our systems within 30 days of the cancellation effective date, unless we are required by law to retain it. We will provide written confirmation once deletion is complete. No written request from Customer is required.
7.6You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.
7.7You are responsible for (meaning we are not liable for):
(a)the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and
(b)backing up Your Data.
7.8When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.
7.9If you do not provide Your Data to us, it may impact your ability to receive our Services.
8. Confidential Information and Personal Information
8.1While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
8.2However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
8.3We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws.
8.4You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).
8.5We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).
8.6Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.
9. Consumer Law Rights
9.1In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.
9.2Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.
9.3If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)). If our Platform is not ordinarily used for personal, household or domestic use, our liability for a breach of your Consumer Law Rights is limited to either resupplying our Services, or paying the cost of having our Services resupplied.
10. Liability
10.1To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:
(a)your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or
(b)any use of our Services by a person or entity other than you or your Authorised Users.
10.2Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:
(a)neither we or you are liable for any Consequential Loss;
(b)a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
(c)(where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
(d)our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the greater of:
- The amount of any Subscription Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates, or
- three (3)times the average monthly Subscription Fee paid by you in the three months preceding the claim.
11. Suspension and Termination
11.1We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform), or a material breach of these Terms.
11.2Before suspending access, we will notify you in writing and allow a 5-business-day period to remedy the suspected breach. If the issue remains unresolved after that period, we may suspend access and work with you to resolve the matter. If it cannot be resolved, we may terminate your account.
11.3We may terminate these Terms (meaning you will lose access to our Services, including access to your Account, and any Subscription will be cancelled) if:
(a)you fail to pay your Subscription Fees when they are due;
(b)you or your Authorised Users breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
(c)you or your Authorised Users breach these Terms and that breach cannot be remedied; or
(d)you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).
11.4You may terminate these Terms if:
(a)we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
(b)we breach these Terms and that breach cannot be remedied, and
if you have paid Subscription Fees upfront, you will be issued a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.
11.5You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 12.9), and if you have a Subscription, termination will take effect at the end of your current Subscription Period.
11.6Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.
11.7Termination of these Terms will not affect any other rights or liabilities that we or you may have.
12. General
12.1Amendment: Subject to clause 1.2, these Terms may only be amended if we and you agree in writing.
12.2Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
12.3Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
If the Dispute is not resolved at that initial meeting:
(a)where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
(b)where you are resident or incorporated in the United States, refer the matter to the state and federal courts located in the State of New York per the Jurisdiction row; or where you are resident or incorporated outside Australia and the United States, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
12.4Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.
12.5Governing law: Governing law and forum are set out in the Jurisdiction row of the Schedule.
12.6Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.
12.7Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.
12.8Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
12.9Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.
12.10Publicity: You agree that we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose. However, any use of your name, logo, or brand in public marketing materials (including on our website, social media, or case studies) will require your prior written approval.
12.11Survival: Clauses 7 to 11 will survive the termination or expiry of these Terms.
12.12Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.
13. Definitions
13.1In these Terms unless context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:
Account means an account accessible to the individual or entity who signed up to our Services, under which Authorised Users may be granted with access.
Assumptions Register means the document completed by you during the sales process, used by Keeyu to calculate the return on investment presented in your business case.
Authorised User means a user that you have invited to use the Platform through your Account.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute “Consequential Loss”.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.
Platform means our cloud-based platform that we provide you with access to as part of the Services.
Schedule means the schedule to these Terms.
Services means the services we provide to you, as detailed in clause 2.
Subscription means the Subscription plan you have chosen through our Platform, which you use to access certain features and benefits.
Subscription Features means the features and limitations of your chosen Subscription, as set out in the Schedule.
Subscription Fees means the fees you pay to us to access your chosen Subscription, as set out in the Schedule.
Subscription Period means the duration of your Subscription, as set out in the Schedule.
Terms means these terms and conditions.
Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.
Account Executive means the Keeyu team member available to Customer for 90 days from Go-Live per Implementation Responsibilities.
Customer Promise means the post-purchase commitments Customer makes to its end customers, provided by Customer per Implementation Responsibilities.
Elected Track means the pricing track elected by Customer per Subscription Fees (Track 1, Track 2, or Track 3).
Go-Live Date means the date Keeyu confirms Customer's Platform deployment is live in production. Target: Day 30 from the Scoping Session Date.
Implementation Specialist means the Keeyu team member running Scoping through Go-Live per Implementation Responsibilities.
Onboarding Period means Days 0 to 30 from the Scoping Session Date per Trial Period.
Paid POC means the Paid Proof of Concept per Trial Period. POC duration varies by elected Track: Track 1 has no POC; Track 2 is 60 days; Track 3 is 90 days.
Plan means the Keeyu Subscription Plan elected by Customer (Base, Insights, Automate, or Omnichannel).
Scoping Session Date means the exact date the Scoping Session is booked, as set out in the Schedule. Day 0 anchor for the Subscription Period.
Support Specialist means the Keeyu team member providing technical support throughout the Subscription Period per Implementation Responsibilities.
Track means the pricing track elected by Customer (Track 1, Track 2, or Track 3) per Subscription Fees.
Usage Period means Days 30 to POC end of the Paid POC per Trial Period (Days 30 to 60 for Track 2; Days 30 to 90 for Track 3).
Volume Tier means the contracted Order Volume Tier per Subscription Volume.
Commencement Date means the Scoping Session Date set out in the Schedule.