As of 22 June 2024
Keyring.Network Ltd
Terms & Conditions
TABLE OF CONTENTS
1 DEFINITIONS AND INTERPRETATION 2
3 LICENCE TO ACCESS THE PLATFORM AND TO USE THE SERVICES 6
7 CHANGES TO ADMISSION POLICY 13
10 CONFIDENTIAL INFORMATION 15
17 ASSIGNMENT AND SUBCONTRACTING 20
27 JURISDICTION AND GOVERNING LAW 22
KEYRING.NETWORK LTD (Company Number 13827575) whose registered office is at 67 Henley Way, West Hallam, Ilkeston, DE7 6PJ, United Kingdom (“Keyring”, “we” or “us”)
INTRODUCTION
A Keyring provides an identity system based on zero-knowledge proof (ZKP) cryptography that allows End-Users to prove their identity to other Clients without exposing the End-User’s identity or other Personal Data to such Clients;
B ZKP information provides cryptographic proof that an End-User meets the requirements of an Admission Policy. It facilitates verifying your identity and authenticating your transactions without disclosing personal information other than your Wallet address;
C Keyring supports multiple Admission Policies, created and administered by Policy Owners, to meet their particular requirements. End-Users can provide information on themselves to prove that they meet such requirements and become valid under a given Admission Policy.
D The terms of this Agreement apply to both Clients and End-Users. The terms "you" and "your" when used in this Agreement may refer to a Client, an End-User, or both, depending on the context and the specific provision in question. Unless otherwise specified, all terms and conditions in this Agreement apply to both Clients and End-Users. Certain provisions in this Agreement may apply specifically to either Clients or End-Users, as the context requires.
IT IS AGREED THAT:
1 DEFINITIONS AND INTERPRETATION
1.1 In this Agreement we use certain words and expressions which are given specific meanings. These are set out in the table below, with an explanation of what they mean.
1.2 With the exception of the words referring to Keyring (“We”, “we”, “us” or “our”) and to you (“You”, “you” or “your”), words that have a specific meaning will appear in capital letters when used in this Agreement, to make it easier for you to see these references.
1.3 a reference to a gender includes each other gender.
1.4 words in the singular include the plural and vice versa.
1.5 any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.6 the table of contents, background section and any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement; and
1.7 Any word or expression defined in the table set out below shall include grammatical variations and cognate expressions.
1.8 A reference to this Agreement or to any other agreement or document is a reference to this Agreement or such other agreement or document, in each case as varied from time to time.
1.9 A reference to any legislation or regulation is to that legislation or regulation as amended, amended and restated, re-enacted, replaced or modified from time to time.
Account | means your account opened by registering and completing the Onboarding Procedures for the Platform; |
Admission Policy | means a policy defined by a Policy Owner and includes a programmable combination of Rules, which are:
|
API | means any application programming interface provided or made available by Keyring in order to allow access to the Services; |
Applicable Law | means any law, order, regulation or by-law having the force of law, which affects either party (whether directly or indirectly) in the performance of its obligations under this Agreement; |
Attestor | means any member of Keyring’s decentralised network of Attestors is responsible for witnessing and generating a signed digital certificate attesting to the fact that an End-User meets the requirements of an Admission Policy. |
Base Rules | means the most granular expression of checks, which can be combined to form Rules and which correspond to identity checks and data or document verifications which can be performed by Data Partners and which may include Know Your Business (KYB), Know Your Customer (KYC), Anti-Money Laundering (AML), Anti-Bribery and Corruption and/or Counter Financing of Terrorism checks and verifications; |
Business Day | means any day (excluding Saturdays, Sundays, and public holidays) on which banks are open for general business in the United Kingdom; |
CDD Procedures | means due diligence and verification procedures which may include Customer Due Diligence (CDD), Enhanced Due Diligence (EDD), Know Your Business (KYB), Know Your Customer (KYC), Anti-Money Laundering (AML), Anti-Bribery and Corruption and/or Counter Financing of Terrorism checks and verifications; |
Client | means any Person who is for the time being entitled in accordance with this Agreement to access, rely on and use the Platform and Services (whether or not they are Policy Owners) and has been designated as a “Client” as part of our Onboarding Procedures; |
Data Partner | means any Person engaged by Keyring to provide data, data verification or compliance checks to meet the requirements of any Rule forming part of an Admission Policy. Where data checks relate to compliance data the Data Partner may be referred to on the Platform or in any Keyring documentation as a “Compliance Partner”; |
Data Protection Legislation | means all Applicable Law governing or relating to the processing of Personal Data or personally identifiable information and includes UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended; |
End-User | means any Person who requests or agrees to verification of their identity or other attributes in order to meet the criteria comprising the Rules forming part of any Admission Policy and has been designated as an “End-User” as part of our Onboarding Procedures; |
Entity | means any corporate or unincorporated body (in each case whether or not having separate legal personality) other than a natural person; |
Failsafe Mechanism | means a procedure that may apply in the event that a service failure occurs in the network. Should such a service failure occur each Admission Policy has set parameters to ensure service is (i) continued or, in the case of catastrophic failure, (ii) stopped so that all guards are dropped. Admission Policies have four potential states by reference to which the parameters of the Failsafe Mechanism are set. They are: (i) “Active”, (ii) “Degraded but Unconfirmed”, (iii) “Service Degraded Mode”, and (iv) “Failed”. |
Fee | means any fees set out on the Platform from time to time in respect of the Services; |
Grace Period | means the period allowed in relation to any Admission Period before an alteration made pursuant to clause 7.1 of this Agreement takes effect; |
Instruction | means any request or order made by you through and in accordance with procedures set out on the Platform in respect of any of the Services; |
IP Rights | means copyright, patents, rights in inventions, rights in confidential information, Know-how, trade secrets, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing; |
Keyring Connect | means the light compliance enhancement service provided by Keyring, which allows users to prove they have been verified by other platforms and reuse their verified information to satisfy compliance requirements of Clients; |
Keyring Pro | means the comprehensive compliance solution provided by Keyring for regulated, institutional, or corporate entities, which includes a customisable onboarding process and the ability to leverage verified user information from other sources within the Keyring ecosystem; |
Master Wallet | means an electronic wallet created and used to go through the Onboarding Procedures, and in relation to the procedures for proving eligibility to trade, deal or otherwise interact with Clients or End-Users on the basis of any Admission Policy. Such Master Wallet is also used to access the relevant Account and to add or edit information; |
Onboarding Procedures | means the registration, CDD Procedures and other checks and verifications described on the Platform and conducted via Keyring; |
PEP | means a politically exposed person; |
Person | means a natural person or an Entity; |
Personal Data | has the meaning set out in Data Protection Act 2018, s 3; |
Platform | means the Keyring website or application accessible at https://keyring.network/, https://app.keyring.network/ and/or API; |
Policy Owner | means Keyring or any Client that defines, implements and operates an Admission Policy; |
Service | means Keyring Connect, Keyring Pro, and any other service provided by Keyring through or by means of the Platform, in each case, which may include:
|
Rule | A Rule is a combination of Base Rules using classic operands (intersection, union, complement, difference). They can be complex and additive; they can even incorporate decision trees and risk matrices. |
UBO | means in relation to an Entity any ultimate beneficial owner; |
Umbrella Arrangement | means an arrangement where the Client sub-licenses or sub-contracts Keyring's Services to its own clients, subject to the terms and conditions of Schedule 2 (Umbrella Arrangement) of any Master Services Agreement. |
Wallet | means any wallet other than a Master Wallet authenticated and privately associated with the Master Wallet; |
ZK Proof | means a cryptographic technique used by Keyring, allowing an End-User to prove the truth of a statement without revealing any additional information beyond the validity of the statement itself. Such statements include proof that they comply with a given Admission Policy and that their Wallet is authorised under such Admission Policy. ZK Proofs are generated within the End-User’s browser; |
2 COMMENCEMENT AND TERM
This Agreement commences when you confirm as part of the Onboarding Procedures your agreement to be bound by the terms of this Agreement and continues in force unless terminated earlier by either party pursuant to clause 15 (the “Term”).
3 LICENCE TO ACCESS THE PLATFORM AND TO USE THE SERVICES
3.1 Subject to and conditional upon your compliance with this Agreement we grant you for the Term a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable and personal licence to access:
(a) the Platform; and
(b) any software, content or other materials owned by, controlled by or licensed to us and that are distributed or made available to you as part of your use of the Services for the sole purpose of accessing and using the Services as permitted by this Agreement.
3.2 In order to complete the Onboarding Procedures required to create an Account and access the Services, you must provide all information details specified on the Platform and required to satisfy CDD Procedures (whether required and/or carried out by us or by any relevant third party) and any other relevant checks or enquiries. Such information and details may include (in the case of an Entity) company or other legal entity name and registration number, jurisdiction within which the Entity is registered, incorporation date, address, contact’s name and email address together with information on any parent or affiliated Entities, directors, UBOs and PEPs. The details that you provide and confirm in the course of the Onboarding Procedures must be complete, accurate and correct, including your confirmation that you agree to be bound by the terms of this Agreement.
3.3 Your right to access the Platform and use the Services is subject to Applicable Law. By accessing, relying on and/or using the Services you agree, warrant and represent that you are compliant with Applicable Law and with the laws of any jurisdiction in which you are resident, incorporated or operating.
3.4 We reserve the right to review and to suspend, restrict or terminate your access to the Platform and/or use of the Services if at any time:
(a) you are in, under the control of, or a resident, or a national of one of the FATF high-risk and other monitored jurisdictions, or other jurisdiction which has strategic deficiencies in its anti-money laundering and countering the financing of terrorism regimes that pose significant threats to the financial system of the EU under the, Commission Delegated Regulation (EU) 2016/1675, or that is subject to the United Nations Security Council Sanctions List or to the sanctions list of any jurisdiction in which we operate or from which you access or attempt to access the Platform (each a "Sanctioned Country"), or if you are a Person on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, or the EU or United Kingdom HM Treasury's financial sanctions regime or the sanctions regime of any other jurisdiction in which we operate or from which you access or attempt to access the Platform (a "Sanctioned Person"); or
(b) you are in, under the control of, or a resident, or a national of a country, or territory that is unrecognised by at least one member state of the United Nations or has limited diplomatic recognition; or
(c) you are a Person who fails to meet any due diligence standards, requests, or requirements of Keyring, or are otherwise reasonably considered by us to be of high risk.
3.5 Depending on your place of residence, or the location from which you access or attempt to access the Platform, there might be other factors which might limit or preclude your access to the Platform and/or use of the Services. It is your responsibility to follow any laws or regulations that are applicable to you in your country of residence and/or place from which you access Platform and/or use the Services.
3.6 We reserve the right to limit or prohibit, at any point of time, use of the Platform and/or the Services for certain jurisdictions if Applicable Law, local laws or regulations or our Onboarding Procedures or any other relevant risk management measures require such limitation or prohibition.
3.7 We further reserve the right at any time to apply enhanced due diligence measures in relation to Persons we reasonably consider to be of high risk, including (without limitation) Persons who are in, under the control of, or are residents, or nationals of a Sanctioned Country or any Person who is, or appears to be, or becomes a Sanction Person or a PEP or is associated with a PEP.
3.8 We may follow any Instruction for your use of the Platform and/or the Services provided that we reasonably believe such Instruction is made or authorized by you.
3.9 We own all metadata in connection with registration, use, and performance of the Platform and Service, including response times, load averages, usage statistics, and activity logs.
3.10 When you create an Account, you may be required to use a Wallet. You are responsible for maintaining the confidentiality, security and any applicable password or seed phrase of your Wallet and Account information, and you are fully responsible for all activities that occur under your Wallet or Account.
3.11 You acknowledge and agree that the Platform and Services are intended for Clients and End-Users who are 18 years of age or older and confirm (if you are a natural person) that you meet that criterion.
3.12 If you are entering into this Agreement for and on behalf of another Person then you warrant and represent to us that you have full legal authority to bind that other Person.
3.13 You acknowledge and agree that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of us that is not set out as a warranty in this Agreement and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement in this Agreement.
3.14 You acknowledge and agree that where a fulfilment of an Instruction requires checks or verifications involving more than one Data Partner or data source then the results of checks and/or verifications may be received over a period of time and those results will not be processed in order to determine whether you fully satisfy the requirements of an Admission Policy to which your Instruction relates until the last of those results has been received. You agree and acknowledge that (subject to clause 4.3) your Instruction is irrevocable and may not be cancelled once the checks or verifications to which it relates have been initiated.
3.15 If you do not meet the requirements set out in this clause 3, or if you fall into any of the categories described in subclauses 3.4 to 3.7 you must not access the Platform or use the Services.
3.16 If we receive conflicting Instructions from you, or if we become involved in or concerned about a dispute between you and any third party, we reserve the right to react in ways that we believe in good faith to be appropriate, including by closing your account. You may be liable for all expenses and fees we incur for such conflicts or disputes, including legal and other professional fees.
3.17 Clients may choose to utilise Keyring Connect or Keyring Pro services as part of their compliance processes and Admission Policies.
3.18 By using Keyring Connect, Clients acknowledge and agree that they are relying on the verification processes conducted by other third-party platforms, which may be accessed through a Keyring extension that enables notarised End-User web sessions. Keyring shall not be liable for any inaccuracies or errors in the information provided by such platforms or captured during such End-User web sessions.
3.19 Clients using Keyring Pro acknowledge and agree that they are responsible for defining their own onboarding processes and ensuring compliance with Applicable Law. Keyring shall not be liable for any non-compliance resulting from a Client's use of Keyring Pro.
3.20 Clients agree that Keyring may facilitate the sharing of verified End-User information within the Keyring ecosystem for the purpose of enhancing compliance processes and reducing friction for users.
3.21 End-Users acknowledge and agree that the use of Keyring Connect may require downloading and installing the Keyring extension. By installing the Keyring extension, End-Users grant Keyring permission to securely capture information displayed on the screen during notarised web sessions, such as account balances or proof of completed KYC processes. End-Users are responsible for ensuring that they have the necessary rights and permissions to share such information with Keyring.
3.22 Clients acknowledge and agree that Keyring Connect allows End-Users to create proofs based on the information captured during notarised web sessions. Keyring shall not be liable for any misuse, inaccuracies, or errors in the proofs created by users or for any actions taken by third parties in reliance on such proofs.
3.23 In the event of any Umbrella Arrangement, the Client shall ensure that its own users comply with the terms and conditions of this Agreement and any applicable End-User agreements.
4 FEES
4.1 You agree to pay all Fees applicable to your access to and use of the Services. Details of Fees and the basis upon which Keyring will impose those Fees are set out on the Platform.
4.2 You acknowledge and agree that any costs or fees that relate to blockchain network usage may fluctuate in value over time and will be payable by you as part of the Fees.
4.3 You may cancel an Instruction:
(a) At any point before it is actioned by Keyring; or
(b) In circumstances where clause 8 (Availability of Service) applies and the relevant suspension has continued for at least 5 days.
4.4 All Fees must be paid in full without any set-off, counterclaim, deduction or withholding (except where any deduction or withholding tax is required by Applicable Law).
4.5 If you are a business user and you fail to make any payment to us, we may charge you interest on the overdue sum at the rate of 8% per annum above the base lending rate of The Bank of England from time to time in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. We may also recover any administrative costs which we have incurred in pursuing you for payment. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. You must pay any interest due when paying an overdue sum.
5 YOUR OBLIGATIONS
You must ensure at all times that you comply with this Agreement, and only use the Services and the Platform in accordance with this Agreement. In particular, you must ensure to the best of your ability that all information you provide us with under this Agreement, including payment information, is accurate and complete.
5.1 You agree to:
(a) immediately notify us of any unauthorised use of your Account, unauthorised access to the Platform, unauthorised use of the Services or any other breach of security; and
(b) ensure that you log out from your Account at the end of each session by disconnecting your Wallet and protecting its password and seed phrase at all times. We will not be liable for any loss or damage arising from your failure to comply with this clause 5.1.
(c) should you, intentionally or otherwise, disclose your own personal data or information, or link your Wallets to your own personal data or information in any way, Keyring shall bear no responsibility and shall have no liability.
5.2 You must not use the Services or Platform or other items for any unlawful purpose, nor will you attempt to modify, reverse engineer, merge or decompose any software or other items forming part of the Platform that we may supply to you, unless specific authorisation has been granted to you by Keyring.
5.3 When accessing your Account or using the Platform and/or the Services, you acknowledge and agree that you will not violate any law, contract, IP rights and/or other third-party right or commit a tort, and that you are solely responsible for your conduct while using the Platform. Without limiting the generality of the foregoing, you agree that you will not:
(a) use the Platform in any manner that could interfere with, disrupt, negatively affect or inhibit other Client or End-User from fully enjoying use of the Platform, or that could damage, disable, overburden or impair the functioning of the Platform in any manner;
(b) use any robot, spider, crawler, scraper or other automated means or interface not provided or approved in writing by us to access the Platform or to extract data;
(c) use or attempt to use another Client or End-User's Account;
(d) circumvent or attempt to circumvent any content filtering techniques we employ, or attempt to access to any Service or area of the Platform that you are not authorised to access;
(e) provide false, inaccurate, or misleading information;
(f) advertise products on the Platform unless specifically authorised in writing by Keyring;
(g) encourage or induce any third party to engage in any of the activities prohibited under this Agreement or forbidden by any Applicable Law.
5.4 You must only utilise the Platform and Services using a computer which has the most up to date anti-virus, firewall and security patch software which is to be purchased and installed at your own cost or a mobile device with appropriate security measures in place.
5.5 You are responsible for ensuring that:
(a) any software installed on your computer is kept virus free; and
(b) all your important data is backed up at regular and frequent intervals.
5.6 In relation to any messaging or other communication service that may be provided from time to time by Keyring in connection with the Platform or the Services, you must not:
(a) insult and/or threaten other Clients, End-User and/or Keyring staff. Any violation of this rule may result in suspension or termination of this Agreement and of your right to access and use the Services;
(b) use any forms of obscene language;
(c) make statements stirring up to international dissention, containing violence propaganda or offending religious feelings of any other Person;
(d) send any kind of external links;
(e) text messages in capital letters only;
(f) repeatedly text the same information or constantly repeat the same phrase;
(g) advertise products or services of other companies or service providers;
(h) flood, spam and discuss topics that are not related to the Services;
(i) provide false or misleading information about Keyring or any Clients or End-Users.
6 ADMISSION POLICIES
6.1 As a Client you may elect to adopt and rely on an Admission Policy:
(a) to confirm the identity and other attributes of an End-User and their eligibility to transact, deal or interact with you and/or with other Clients or End-Users;
(b) to govern access to and implementation of smart contracts governing transactions, dealings or other interactions between you and End-Users or with or among other Clients.
6.2 As an End-User you may by means of the Platform give an Instruction to request or authorise the carrying out of checks and verifications to prove that you satisfy an Admission Policy in order to transact, deal or otherwise interact with Clients and other End-Users.
6.3 As an End-User you agree and acknowledge that you may be required to provide additional information in the event of any query relating to your eligibility in relation to an Admission Policy. You further acknowledge and accept that you may be found ineligible in relation to an Admission Policy.
6.4 Any Client or End-User who elects to rely on an Admission Policy acknowledges and agrees that they have fully satisfied themselves that the relevant Admission Policy fully satisfies any requirement under Applicable Law that governs or relates to any transaction, dealing or other interaction or relationship with any other Client or End-User entered into or conducted on the basis of that Admission Policy.
6.5 Any Client who at any time acts as Policy Owner to define and operate an Admission Policy must ensure:
(a) that the Admission Policy fully satisfies any requirement under Applicable Law that governs or relates to any transaction, dealing or other interaction or relationship with or among Clients or End-Users likely to be entered into or conducted on the basis of that Admission Policy; and
(b) that they have fully satisfied themselves in respect of an Admission Policy for which they are Policy Owner:
(i) that any Data Partners selected or engaged to carry out verification or other checks in relation to any Base Rules forming part of that Admission Policy have all relevant credentials, expertise, access to information and procedures required to carry out those verifications or checks in a lawful and reliable manner; and
(ii) that they are satisfied as to the reliability, independence and objectivity any Attestors responsible for witnessing and generating signed digital certificates attesting that an End-User meets the requirements of that Admission Policy.
6.6 In relation to any Admission Policy for which you are Policy Owner you warrant and represent that:
(a) you have the ability and appropriate procedures in place to provide Keyring on demand with full and accurate reports to confirm that the Admission Policy, its implementation and operation fully satisfies any requirement under Applicable Law that governs or relates to any transaction, dealing or other interaction or relationship with any other Client or End-User entered into or conducted on the basis of that Admission Policy;
(b) you have the ability and appropriate procedures in place to comply with any order or request properly made by a competent court or regulatory authority for the production of information and/or for proof of compliance with Applicable Law;
(c) you have the ability and appropriate procedures in place to ensure that any communications or operations connected with the relevant Admission Policy (including any communications or operations following an End-User’s failure to satisfy the requirements of the relevant Admission Policy) do not constitute unlawful disclosure of information in relation to any allegation or investigation relating to a criminal offence; and
(d) that you have the ability and appropriate procedures in place (including any technical or organisational measures) to ensure the secure storage of data relating to or generated in the course of any transaction, dealing or other interaction with any other Client or End-User conducted on the basis of the relevant Admission Policy.
6.7 Where and for so long as an Admission Policy is in “Service Degraded Mode” or “Failed” mode it will be treated as an event falling within clause 8 (Availability of Service) except in relation to End-Users who are transacting, dealing or otherwise interacting on the basis of that Admission Policy and who expressly consent to continue to access the Platform and use the Service in connection with those transactions, dealings or interactions.
6.8. As part of an Admission Policy, Policy Owners may choose to whitelist certain contract addresses from a central list maintained by Keyring. Inclusion of a contract address on that central list does not constitute, and must not be relied upon, as a warranty, representation or assumption of liability by Keyring as to the quality or reliability of that contract address and Clients must rely on their own research and risk assessment in relation to the whitelisting of any contract address.
7 CHANGES TO ADMISSION POLICY
7.1 The Policy Owner has the right at any time to alter any or all of the Rules forming part of an Admission Policy.
7.2 Where a Policy Owner exercises its right to effect an alteration pursuant to clause 7.1 the relevant alteration will be published on the Platform along with confirmation of the applicable Grace Period.
7.3 If you do not wish to continue to rely upon the relevant Admission Policy once it has been altered pursuant to clause 7.1 then you may, before the expiry of the applicable Grace Period, choose to stop using the assets or services to which the appropriate Admission Policy relates and to remove or retrieve any funds protected by that Admission Policy.
7.4 If you do not make a choice and take actions pursuant to clause 7.3 then you will be taken to have accepted the alterations made pursuant to clause 7.1. We accept no responsibility or liability for any loss or damage that you may incur or suffer in consequence of an alteration made pursuant to clause 7.1.
8 AVAILABILITY OF SERVICE
8.1 You acknowledge that there may be times when the Platform and the whole or any part of the Services is unavailable due to technical problems, for maintenance, if we suspect security breaches or fraud, due to strike, industrial action, failure of power supplies, failure of equipment (hardware or software) or events generally beyond our reasonable control.
8.2 We will use reasonable endeavours to inform you without undue delay through the Platform if any Service is unavailable.
8.3 We may withdraw or suspend all or part of the Services to you where we consider it necessary or advisable to do so. For example, and without limitation, we may elect to suspend or withdraw Services to you where:
(a) we suspect a breach or potential breach of security;
(b) you fail to take reasonable care to ensure the security of your use of the Platform or Services;
(c) we need to suspend the Services for planned maintenance or to resolve any unexpected interruption or outage.
8.4 We are not responsible and shall not be liable to you for any loss, expense or delay that you may suffer as a result of any delay, withdrawal or suspension of the Platform, the Services and/or the processing of any Instruction.
9 DATA PROTECTION
9.1 We are committed to meeting our obligations as data controller or processor under Data Protection Legislation, and safeguarding the privacy of our customers, and to protecting the Personal Data we collect and store in the course of providing our Services.
9.2 Depending on our relationship with you, we will collect and store Personal Data about you, including identity verification and contact information, investment and financial information, information about any payment cards or other bank accounts you may hold, credit reference and scoring information, and any other Personal Data provided by you to us, or that we obtain in the course of our relationship.
9.3 Further information about the scope, nature and purpose of processing by Keyring, the duration of the processing and the types of Personal Data and categories of data subject, is set out in the Keyring Privacy Policy (as updated from time to time) a copy of which is accessible on the Platform or may be requested from us at any time (the "Privacy Policy").
9.4 When you apply to access and use the Services, you agree to us using your Personal Data in accordance with the Privacy Policy. If you provide Personal Data on any third party (including any Authorised Representatives), you must ensure that the third party is aware of how we use Personal Data (as set out in this Agreement and the Privacy Policy (as applicable)) and consents to our use of the data for these purposes.
9.5 You agree that you will comply with all Applicable Law relating to data protection and the Privacy Policy. We may be required to disclose your data to third parties for the purpose of or in connection with our legal obligations under this Agreement; including but not limited to:
(a) third parties we may use for the purposes of Onboarding Procedures, CDD Procedures and AML Procedures;
(b) tax authorities;
(c) regulatory authorities; and
(d) courts or other representative bodies of law and justice.
9.6 You may ask us at any time for a list of relevant third parties.
10 CONFIDENTIAL INFORMATION
10.1 Each party undertakes that it shall keep confidential any information that is confidential in nature concerning the other party including, any details of its business, affairs, customers, clients, suppliers, plans or strategy (“Confidential Information”) and that it shall not use or disclose the other party’s Confidential Information to any person, except as permitted by clause 10.2.
10.2 Either party may:
(a) disclose any Confidential Information to any of its employees, officers, representatives or advisers (“Representatives”) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agree to comply with this clause 10 as if it were a party;
(b) disclose any Confidential Information as may be required by Applicable Law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
(c) use Confidential Information only to perform any obligations under this Agreement.
10.3 Each party recognises that any breach or threatened breach of this clause 10 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
10.4 This clause 10 shall bind the parties for the Term and for a period of 3 years following termination or expiry of the Term.
11 LIABILITY
11.1 The Platform and Services are provided "as is" and "as available," without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Keyring does not warrant that the Platform or Services will be error-free, uninterrupted, or will meet your specific requirements. Keyring disclaims all responsibility for any errors, omissions, or inaccuracies in the information or content provided through the Platform or Services, and for any delays or interruptions in their availability.
11.2 We are not responsible or liable to you if:
(a) you divulge or give any security information and/or your security measures to an unauthorised third party;
(b) any third party sees information concerning your Account displayed on your screen;
(c) any third party observes you when entering your security measures;
(d) any third party overhears any telephone call that you make to us in connection with your Account or any aspect of the Platform.
11.3 Subject always to our obligations as data controller or processor for the purposes any data protection laws applicable or extending to your use of the Services, we are not liable for any disclosure of confidential information to any third party resulting from your misuse of the Platform or where you have failed to keep any security measures safe and confidential.
11.4 Except if it arises from our fraud or wilful default, you will be liable to compensate us in full for any losses, costs, liabilities, actions and/or expenses regulating from your failure to comply with this Agreement or resulting from any action taken by us or our agents in accordance with your Instructions and this Agreement.
11.5 We are not responsible or liable to you for the actions, omissions or negligence of any Client acting in the capacity of Policy Owner or of any Data Partners or other third-party suppliers or for any delays to the Services or gaps, inaccuracy or other errors in the Services caused by the acts or omissions of any Data Partners or other third-party suppliers.
11.6 We are not responsible and accept no liability to you if the Services fail to achieve any particular result for you.
11.7 We are not responsible and accept no liability to you (whether in relation to affected assets or value or your costs or professional fees incurred in pursuing recovery) if there is any delay in recovering any assets or value where the Failsafe Mechanism is engaged or in any other circumstances where you might be unable to recover or incur costs in recovering assets or value from a party with whom you are transacting, dealing or interacting.
11.8 We are not responsible and accept no liability to you for any claims or damages whatsoever associated with your use, inability to use, or your interaction with other smart contracts, including any direct, indirect, incidental, special, exemplary, punitive or consequential damages, or loss of profits, cryptocurrencies, tokens, or anything else of value.
11.9 Third Party Compliance: You acknowledge that the Platform and Services integrate with third-party data sources and service providers to facilitate access to compliance checks and other information. While Keyring takes steps to ensure the quality and reliability of these integrations, Keyring does not warrant or guarantee the accuracy, completeness, or reliability of the underlying compliance checks performed by such third parties.
11.10 You agree that Keyring shall not be held responsible for any errors, omissions, or inaccuracies in the compliance information provided by third-party sources and you acknowledge and understand that it is your responsibility to ensure your compliance with any Applicable Law.
11.11 We are not liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any of the following (whether direct or indirect):
(a) loss of profit;
(b) loss of or corruption to data;
(c) loss of use;
(d) loss of production;
(e) loss of contract;
(f) loss of opportunity;
(g) loss of savings, discount or rebate (whether actual or anticipated);
(h) harm to reputation or loss of goodwill.
11.12 To the extent permissible by law, all claims must be brought in a party’s individual capacity, and not as a plaintiff or class member in any purported class, collective action, or representative proceeding (collectively, “class action waiver”). Any arbitrator may not consolidate more than one person’s claims or engage in any class arbitration. You acknowledge that, by agreeing to these terms, you waive the right to participate in a class action.
11.13 You acknowledge and agree that the exclusions and limitations of liability set out in this clause 11 are integral to the level of Fees payable by you for access to and use of the Services, and that, were Keyring to assume any further liability other than as expressly set out, such Fees would of necessity be set substantially higher. As such, you agree that the limitations and exclusions of liability set out in this clause 11 are reasonable.
11.14 In the event of any Umbrella Arrangement, the Client shall be solely responsible for any claims, damages, or liabilities arising from or related to the sub-licensing or sub-contracting of Keyring's Services to its own clients, and shall indemnify and hold Keyring harmless from any such claims, damages, or liabilities.
12 INDEMNITY
12.1 If you are using the Platform or Services as a business user, you agree to defend, indemnify and hold us harmless from any losses, damages, suits and expenses, of whatever kind, including reasonable legal and other professional fees, that we incur in connection with or arising out of your access to the Platform and/or use of the Services, or our activities in connection with the Services and for your violation of any Applicable Law or the rights of a third party, or any act or omission by you or any person acting on your behalf while using the Services.
13 VARIATION
13.1 We may change the terms of this Agreement, including fees and charges, by providing you via the Platform with at least 5 Business Days notice, where possible. We may change the terms of this Agreement for any of the following reasons:
(a) to cover any improvement in or change to our Services;
(b) to reasonably respond to changes or anticipated changes in Applicable Law or to relevant industry guidance or codes of practice;
(c) as a result of changes in technology, the systems we use to run our banking business and/or market practice;
(d) to ensure that we comply with legal or regulatory requirements and guidance; or
(e) as a reasonable response to actual or expected increases in our costs in providing the Services.
13.2 We will ensure the current version of this Agreement is always available on the Platform.
14 INTELLECTUAL PROPERTY
14.1 You acknowledge and agree that Keyring is the sole owner (except to the extent owned by third-party licensors including any third-party technology providers), of all rights, title and interest in and to the IP Rights. You have, and will obtain, no rights in or to the IP Rights, except for those limited rights licensed to you in clause 14.2.
14.2 Unless otherwise specified, all materials on or accessible via the Platform are the property of Keyring and are protected by copyright, trademark and other Applicable Laws. You may view, print and/or download a copy of the materials from the Platform solely for your personal, informational and/or non-commercial use, provided you comply with all copyright and other proprietary notices.
14.3 The trademarks, service marks and logos of Keyring and others used in connection with the Platform are the property of Keyring. The software, text, images, graphics, data, prices, trades, charts, graphs, video and audio used on the Platform belong to Keyring. Trademarks and materials must not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, whether manual or automated. The use of any such materials on any other website or networked computer environment for any other purpose is strictly prohibited; any such unauthorised use may violate copyright, trademark and other Applicable Law.
15 TERMINATION
15.1 You may end this Agreement for any reason by giving us at least 10 Business Days' notice. Notice must be given to us via the Platform or by email to question@keyring.network.
15.2 We may end this Agreement immediately in the following circumstances:
(a) we discover that any of the information that you have provided to us is materially false or misleading;
(b) we are required to do so to comply with any Applicable Law;
(c) there is threatening or abusive behaviour made towards our employees;
(d) you become bankrupt or subject to any analogous personal or corporate insolvency procedure in any relevant jurisdiction; or
(e) (if a natural person) you die.
15.3 We may also end this Agreement immediately if we consider that you have seriously or persistently breached this Agreement or we have reason to believe that you have used, or intend to use, the Platform or your Account for fraudulent or other unlawful purposes;
15.4 In any other event, we will give you at least 90 days' notice of our intention to terminate this Agreement and close your Account.
15.5 Ending this Agreement will not affect your continuing liability to us in respect of any breach of this Agreement, fraudulent or negligent use of your Account or in respect of any Fee that remains outstanding at the date of termination.
15.6 Upon termination or expiration of the Agreement, each party shall promptly return or destroy all Confidential Information and data of the other party in its possession or control, including any copies thereof. The returning or destroying party shall provide written confirmation of such return or destruction upon request. Notwithstanding the foregoing, each party may retain copies of Confidential Information and data to the extent required by applicable law or regulation, subject to ongoing compliance with the confidentiality obligations under the Agreement.
16 NOTICES
16.1 Any notice, demand or communication given by us under this Agreement will be given via the Platform and may additionally be given by email to an address previously notified by you to Keyring for that purpose.
17 ASSIGNMENT AND SUBCONTRACTING
17.1 You may not assign or transfer any of your rights and/or benefits under this Agreement and you shall be the sole party to the contract between us.
17.2 You will remain liable until all Fees and any other sums due under this Agreement have been paid by you in full.
17.3 We may assign our rights and benefits at any time without prior written notice to you. We may subcontract any of our obligations under this Agreement.
18 THIRD PARTIES
A Person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
19 SEVERABILITY
If any provision of this Agreement is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
20 ENTIRE AGREEMENT
This Agreement (together with any documents referred to therein) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
21 FORCE MAJEURE
We shall not be in breach of this Agreement nor liable for any loss you may suffer if we are delayed in or prevented from providing Services, by reason of strikes, industrial action, failure of power supplies, failure of banking payment transmission or clearing systems (save insofar as we are legally liable), failure of telecommunications or other equipment, industrial dispute or other causes beyond our reasonable control.
22 NO EXCLUSIVITY
Nothing in this Agreement shall restrict us from supplying any services which are the same as or similar to the Services to other Clients or End-Users.
23 NO WAIVER
Any delay or failure to exercise any right or remedy under this Agreement by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.
24 CUMULATIVE REMEDIES
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by Applicable Law.
25 COMMUNICATIONS
25.1 This Agreement and all documents and information in connection with the Agreement and/or the Platform will be provided to you in English.
25.2 We will communicate with you in connection with the Agreement in English, and we will only accept Instructions and notices from you given in English.
26 SIGNATURES
Rather than rely on an original signature, Keyring may elect to rely on a signature that is transmitted, recorded or stored by any electronic, optical or similar means (including telecopy, imaging, photocopying, electronic mail, electronic data interchange, telegram or telex) as if it were (and the signature will be considered and have the same effect as) a valid and binding original.
27 JURISDICTION AND GOVERNING LAW
This Agreement is governed by the laws of England and Wales and you agree to submit to the exclusive jurisdiction of the English Courts.