(a)

This Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are over the age of 18 years and accessing the Platform for personal use.

(b)

Please do not access the Platform if you have previously been suspended or prohibited from using the Platform.

(a)

In order to use most of the functionality of the Platform, all Users are required to sign-up, register and receive an account through the Platform (“Account”).

(b)

As part of the Account registration process and as part of your continued use of the Platform, you are required to provide personal information and details, such as your first and last name, your email address, your preferred username, a secure password, postal address, mobile/contact number, and other information as determined by Keychain from time to time.

(c)

You warrant that any information you give to Keychain in the course of completing the Account registration process will always be accurate, honest, correct and up to date.

(d)

Customers must be invited to the platform by a Service Provider before completing registration.

(e)

Once you complete the Account registration process, Keychain may, in its absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.

(f)

Keychain reserves the right to contact you about any concerning behaviour by you, or to seek a resolution with you.

(g)

Keychain may, in its absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with these Terms.

(a)

Using the Platform and creating an Account is free as a Customer. Service Providers pay subscription fees to Keychain as agreed for use of the platform with their Customers.

(a)

not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User nor distribute unsolicited commercial content, junk mail, spam, bulk content or harassment;

(b)

to not share your Account with any other person (other than a co-owner, joint owner or a party to your transaction) and that any use of your Account by any other person (other than a co-owner, joint owner or a party to your transaction) is strictly prohibited. You must immediately notify Keychain of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Platform’s security;

(c)

(d)

not to act in any way that may harm the reputation of Keychain or associated or interested parties or do anything at all contrary to the interests of Keychain or the Platform;

(e)

not to make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without the express written consent of Keychain;

(f)

that Keychain may change any features of the Platform at any time without notice to you;

(g)

that information given to you through the Platform by Keychain or another User including a Customer or Service Provider, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and

(h)

that Keychain may cancel your account at any time if it considers, in its absolute discretion, that you are in breach or are likely to breach this clause 4.

(a)

you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide as a Service Provider);

(b)

the Posted Material is accurate and true;

(c)

any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;

(d)

the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;

(e)

the Posted Material is not “passing off” of any product or service and does not constitute unfair competition;

(f)

the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;

(g)

the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Platform or any network or system; and

(h)

the Posted Material does not breach or infringe any applicable laws.

(a)

In consideration for using the Services on the Platform, you grant to Keychain a perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce and adapt any Intellectual Property Rights in any Posted Material in order for Keychain to use, exploit or otherwise enjoy the benefit of such Posted Material.

(b)

If it is determined that you retain any moral rights in any Posted Material, you forever release Keychain from any and all claims that you could assert against Keychain by virtue of any such moral rights.

(c)

You agree to indemnify Keychain against all damages, losses, costs and expenses incurred by Keychain arising out of any third-party claim that your Posted Material infringes any third party’s Intellectual Property Rights.

(a)

Keychain acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen the Posted Material in advance of it being posted. However, Keychain may, in its absolute discretion, review and remove any Posted Material (including links to you, your profile or listings you have posted on the Platform) at any time without giving any explanation or justification for removing the Posted Material.

(b)

You agree that you are responsible for keeping and maintaining records of the Posted Material.

(a)

the Platform will be free from errors or defects;

(b)

the Platform will be accessible at all times;

(c)

messages sent through the Platform will be delivered promptly, or delivered at all;

(d)

information you receive or supply through the Platform will be secure or confidential. We will however make reasonable efforts to ensure that information you receive or supply through the Platform is secure or confidential, as set out in our privacy policy; or

(e)

any information provided through the Platform is accurate or true. We will however make reasonable efforts to ensure that any information provided through the Platform is true or accurate.

(a)

Keychain retains ownership of all materials developed or provided (or both, as the case may be) in connection with the Services (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (“Service Content”) and reserves all rights in any Intellectual Property Rights owned or licensed by it not expressly granted to you.

(b)

You may make a temporary electronic copy of all or part of the Service Content for the sole purpose of viewing it and adapting it for the purpose of browsing the Platform. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Service Content without prior written consent from Keychain.

(c)

In these Terms, “Intellectual Property Rights” means all copyright, trade mark, design, patent, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these Terms both in the United Kingdom and throughout the world.

(a)

You should direct any complaint relating to a User to that User. Users must take all reasonable steps to resolve any dispute between themselves. If any issue or problem relating to any User remains unresolved, then you may make a complaint with the relevant authority (for instance, the Financial Conduct Authority, in case the complaint relates to a mortgage broker, the Solicitor Regulation Authority (SRA) or the Council for Licensed Conveyancers (CLC), if the complaint related to a solicitor, or to any other regulatory body, depending on the nature of the complaint or claim).

(b)

If any issue or problem relating to the Platform does not relate to another User, you must report it to Keychain via info@keychain.co.uk. We will assess the complaint and attempt to quickly and satisfactorily resolve it. Keychain may attempt to help resolve such a dispute but we are not obliged to take any action toward resolving the dispute, nor are we responsible for the outcome of any dispute.

(c)

Any costs you incur in relation to a complaint or dispute will be your responsibility.

(d)

If you have a dispute with Keychain, you agree to notify us first and enter into discussion, mediation or arbitration with us for a minimum of a 120-day period before pursuing any other proceedings.

(a)

Keychain is a medium that facilitates information exchange between Customers and Service Providers. Keychain does not have any obligations or liabilities to, and is not a party to any contract entered into between the Customer and the Service Provider in relation to such services or otherwise resulting from the introduction.

(b)

Keychain is not an employment or recruitment agency. Keychain is not a party to any contract between Customers and Service Providers and will not be liable for any issues or services or otherwise, than elements of the onboarding process.

(c)

To the maximum extent permitted by applicable law, Keychain excludes completely all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Platform or its use or any Services. This includes the transmission of any computer virus.

(d)

All express or implied representations and warranties are, to the maximum extent permitted by applicable law, excluded.

(e)

(f)

To the maximum extent permitted by law, under no circumstances will Keychain be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Platform, these Terms or their subject matter, or any Services provided by any Service Provider (except to the extent this liability cannot be excluded under applicable law).

(g)

Subject to sub-clauses 15(c), (d) and (f), our liability to you in relation to any and all events under these Terms (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to and capped at £50.

(a)

no information owned by Keychain, including system operations, documents, marketing strategies, staff information and client information, may be disclosed or made available to any third parties; and

(b)

all communications involving the details of other users on this Platform and of the Service Providers are confidential, and must be kept as such by you and must not be distributed nor disclosed to any third party.

(a)

We collect personal information about you in order to enable you to access and use the Platform, to provide you with the Services, to verify your personal and sensitive information as applicable, to contact and communicate with you and to respond to your enquiries and for other purposes set out in our Privacy Policy. By providing any data or documents to your Service Providers via the Platform you give us and your Service Providers your explicit consent to process and analyse these data and documents, including via any third party software (e.g. LLM models) used by Service Providers, as necessary to provide their Services to you.

(b)

Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.

(c)

You agree to be bound by the clauses outlined in Keychain’s Privacy and Cookie Policy.

(a)

Keychain reserves the right to terminate a User’s access to any or all of the Platform at any time by giving no prior notice, for any reason.

(b)

Users may terminate their subscription on Keychain at any time by using the Platform’s functionality where such functionality is available. Where such functionality is not available, Keychain will affect such termination within a reasonable time after receiving written notice from the User to info@keychain.co.uk.

(c)

Notwithstanding termination or expiry of your subscription or these Terms, the provisions of Part 1 and any other provision which by its nature would reasonably be expected to be complied with after termination or expiry, will continue to apply.

(a)

(b)

(a)

Keychain licenses use of the Platform to you on the basis of these Terms and subject to any rules or policies applied by any app store provider or operator from whose site you downloaded the App (“App Store Rules”). Keychain remains the owner of the App at all times.

(b)

Keychain may revise these Terms at any time by updating these Terms. You should check the App from time to time to review the current Terms.

(c)

From time to time, updates to the App may be issued through your app store provider. Depending on the update, you may not be able to use the App until you have downloaded the latest version of the App and accepted any new terms.

(d)

You warrant that you are the legal owner of the device to which you have downloaded the App, or that you have obtained permission from the legal owner of that device to download the App. You accept responsibility in accordance with these Terms for the use of the App on any device, whether or not that device is owned by you.

(e)

By using the App, you consent to us collecting and using technical information, and data, about the devices used to access the App and any related software to improve our products and to provide any Services to you.

(f)

When you register with us and choose a password to protect your secure account, you are responsible for maintaining the confidentiality of your password. If you become aware of any unauthorised use of your account, you must notify us immediately and you should change your password immediately. You are solely responsible for all activities that occur under your password and/or account. You shall not permit anyone else to use your account.

(g)

(h)

Keychain shall be entitled to remove any material from the App which is posted or transmitted to the App in contravention of these Terms or for any other reason.

(a)

(singular and plural) words in the singular includes the plural (and vice versa);

(b)

(gender) words indicating a gender includes the corresponding words of any other gender;

(c)

(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(d)

(person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

(e)

(party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(f)

(document) a reference to a document (including these Terms) is to that document as varied, novated, ratified or replaced from time to time;

(g)

(headings) headings and words in bold type are for convenience only and do not affect interpretation;

(h)

(includes) the word "includes" and similar words in any form is not a word of limitation; and

(i)

(adverse interpretation) no provision of these Terms will be interpreted adversely to a party because that party was responsible for the preparation of these Terms or that provision.

(a)

you have a valid and up-to-date licenses and registrations for undertaking the Services (e.g. authorisation from the relevant regulator);

(b)

you have no past, current or subsisting legal or administrative proceedings against Keychain.

(a)

the Platform allows Service Providers to onboard their customers, these Service Providers are independent and are not under the control of Keychain;

(b)

To the best of our knowledge, the Service Providers registered on the Platform are licensed individuals, however Keychain does not examine, determine or warrant the certification and/or licensing, competence, solvency or information of each Service Provider registered on the Platform