Terms of Service

Version: 2026-09-28

1. Scope and agreement

KeyScale is a brand for managed website, AI configuration, CRM, webchat and related agency services. The order identifies the legal service provider, customer, any reseller or payment platform and their respective roles. A brand name alone does not establish a separate legal person.

Services are for businesses and professionals acting for business purposes, not consumers. The person accepting an order or activating a workspace must have authority to bind the customer. Mandatory rights are not excluded by a business-use label. An enquiry does not by itself commission work.

The engagement is formed through the acceptance process stated in the order. It incorporates the identified version of these Terms, the Service Level & Support Policy and, for processing on the customer's behalf, the Data Processing Terms and completed processing schedule. Each user who activates a workspace confirms the current version in the application, and that confirmation is recorded with its date and version. Keep a copy of the accepted documents.

2. Scope, delivery and customer cooperation

The order defines deliverables, milestones, revision allowance, acceptance criteria, fees and dependencies. Work outside that scope requires written agreement on price and timing. The customer supplies accurate materials, permissions, access and timely decisions; delays caused by missing inputs may move delivery dates after notice.

The customer reviews deliverables using the order's acceptance process and identifies material departures from the agreed scope. KeyScale has a reasonable opportunity to correct them. We do not promise business results, lead volumes, conversion, revenue or any particular outcome. Availability targets and support response targets are set out only in the Service Level & Support Policy and the order.

3. Fees and payment platforms

There is no self-serve checkout or public price list. The order states currency, applicable taxes, fees, billing periods, payment recipient and any renewal or cancellation notice. Recurring fees are payable in advance unless agreed otherwise; usage charges apply only if expressly agreed.

Payment may be arranged through the platform identified in the order. Its actual agreement determines whether it acts as seller, reseller, agent or payment provider, who invoices, and who administers refunds. We do not describe all platforms as merchants of record, override their contracts or promise refunds outside our authority. KeyScale's own forms do not collect payment-card numbers.

Changes to recurring fees require at least 30 days' written notice and take effect no earlier than the next renewal after that notice; the customer may decline renewal. Where the customer's payment obligation under the agreed payment arrangement is 30 or more days overdue, we may suspend the affected service after written warning and a reasonable opportunity to resolve the issue, until the overdue amount is paid. Disputed amounts should be raised promptly; undisputed amounts remain payable. A delay in the platform's payout alone is not customer non-payment where the customer has discharged its payment obligation under that arrangement.

A suspension carried out in accordance with these Terms is not itself a breach of the engagement. It does not end the agreement or cancel amounts already owed. Fees for a period already committed remain payable only as stated in the order and subject to applicable law and refund rights; suspension does not itself create new fees or extend that period. Customer domains and materials remain the customer's, and data-protection duties continue. This section does not excuse a wrongful suspension or another breach by KeyScale.

4. Cancellation and termination

Recurring services continue for the periods in the order. Unless an order specifies another notice period, cancellation received before renewal prevents the next period. Access normally continues until the paid period ends, subject to security, lawful suspension and platform restrictions.

Either party may terminate for a material breach not remedied within 30 days of written notice. We may restrict or terminate affected services sooner where necessary to address active abuse, a serious security threat, a risk to other customers or the platform, or a legal requirement, with notice where lawful and practicable. Applicable refunds, including unused prepaid fees where the customer terminates for our uncured material breach, follow the Refund Policy and the order's actual payment arrangement.

5. Acceptable use and AI

• Do not use the services unlawfully, send spam, infringe rights, upload malicious content or circumvent access controls and rate limits.
• Provide only material and personal data you are entitled to supply, with the notices, permissions and lawful grounds required for the intended use.
• Medical, child-directed and other specially regulated projects are outside the standard launch service. Do not upload special-category or criminal-offence data, payment-card details or identity documents. Any expansion requires separate written review and approval before processing.
• Do not impersonate a human with an automated agent, remove AI notices, use the agent as a regulated professional, or use it to make decisions with legal or similarly significant effects on people without a separate assessment and agreement.
• Do not resell workspace access, sublicense the platform or reverse engineer it except as expressly permitted by agreement or mandatory law.

AI responses may be inaccurate, incomplete or unsuitable. They are not professional advice or a promise of a particular outcome. The customer approves source material and chooses automatic or human-review modes. Human review should be used where an error could cause harm. Customer responsibility for configuration and approvals does not remove KeyScale's responsibility for its own breaches or legal duties.

The widget discloses that it can send automated AI replies. The customer must provide appropriate notices on its own channels and must have its own privacy notice for its users. KeyScale's Privacy Policy is not a replacement for that notice. Both parties remain responsible for obligations that apply to their respective roles.

Draft for review (Suggest) prepares reply text for a person to review and send. During draft generation, AI tools cannot change contact details, tags or lead stages, or show the widget contact form. A draft may be flagged for human review; messages, drafts and diagnostic records are still stored. Sending a draft sends its text only, without applying deferred AI actions. Autopilot can execute enabled actions. Business-hours schedules restrict automatic replies, not draft generation.

6. Customer configuration and outbound messages

The customer controls its workspace configuration: automations, triggers, webchat flows, campaigns and sequences, reply templates, AI reply modes, booking settings, integrations and user access. Messages, emails, reminders and replies sent from the workspace, including those sent automatically under that configuration, are sent on the customer's behalf and at its direction.

The customer is responsible for having the consent, lawful basis and notices each recipient requires, and for complying with the laws that govern its communications, including where applicable the US Telephone Consumer Protection Act, the CAN-SPAM Act, state telemarketing and privacy laws, the GDPR and ePrivacy rules. The customer honours opt-outs and unsubscribe requests and does not message people who have not agreed to be contacted where consent is required.

A result caused by the customer's configuration, instructions, content, data or third-party accounts, or by a change the customer made against our documented guidance, is not a defect in the service. We may help correct it as a support request.

7. Third-party services

The service depends on and connects to services KeyScale does not control, including AI model and embedding providers, hosting, network and content-delivery providers, email and SMTP servers (including the customer's own mail server), calendar services, domain registrars, payment platforms and messaging platforms. Their availability, accuracy, pricing, policies, rate limits and interfaces may change or fail without notice to us.

A failure, change, suspension or restriction of a third-party service, or its decision to limit or block the customer's account, is not a breach by KeyScale. We will use reasonable efforts to mitigate the effect and restore the affected function, and we remain responsible for our own choice of the providers we engage and for our own obligations. Where the customer connects its own third-party account, the customer's agreement with that provider governs it.

8. Customer data and backups

KeyScale keeps encrypted backups of its hosted database to recover the service after a failure. Those backups are a disaster-recovery measure for the platform as a whole, not an archive, versioning or restore service for individual records, and restoring one workspace's data to an earlier point is not guaranteed. The customer is responsible for keeping its own copies of data it cannot afford to lose, using the exports available in the workspace (for example, contacts to CSV) or by requesting an export. Data deleted by a user of the workspace, or by a configuration the customer set, may be unrecoverable.

9. Beta features and changes to the service

Features identified as beta, preview, early access or experimental are provided for evaluation, without any warranty, service level or support commitment, and may be changed or withdrawn at any time. The customer uses them at its own discretion.

We may improve, change or remove features of the hosted service. We will not materially reduce the core functionality described in an order during its paid period without the customer's agreement or a pro-rata refund of prepaid fees for the removed functionality. Scheduled maintenance is announced in the workspace in advance as described in the Service Level & Support Policy.

10. Content, intellectual property and exit

The customer retains its rights in supplied material and grants the permissions reasonably needed to deliver the service. Rights in commissioned deliverables and their transfer on payment must be specified in the order, consistently with any platform agreement. Until an express assignment, these Terms do not transfer ownership of KeyScale's underlying platform.

Pre-existing code, reusable tools, templates and the widget remain with their owners. Third-party and open-source components retain their licences. The order must distinguish ongoing hosted access from any licence needed to use delivered work after termination. We do not promise exclusive ownership or copyright protection for AI-generated output. Suggestions and feedback about the service may be used by KeyScale without obligation.

Customer-owned domains remain with the customer. We do not withhold a domain or its transfer credentials merely over a billing dispute. Export, deletion and retained copies follow the Data Processing Terms. Website handover, included assistance and any additional migration charges must be stated in the order; additional work is quoted before it is performed.

11. Confidentiality

Each party protects the other's non-public business information using reasonable care, uses it only for the engagement and limits access to people who need it and are bound by confidentiality. This does not cover information lawfully public, already known, independently developed or lawfully received without restriction. Required disclosures are limited to what is necessary, with prior notice where lawful. Confidentiality continues after termination while the information remains confidential. Personal data is also governed by the DPA.

12. Disclaimer of warranties

Except for the express commitments in the order, these Terms and the Service Level & Support Policy, and to the maximum extent permitted by law, the services, software, AI output and deliverables are provided "as is" and "as available". KeyScale disclaims all other warranties and conditions, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy, and any warranty arising from a course of dealing or usage of trade.

Software of this kind contains defects. We do not warrant that the services will be uninterrupted, timely, error-free or completely secure, that every defect will be corrected, that data will never be lost, or that messages, notifications, reminders or emails will always be delivered. This does not remove agreed delivery, correction or data-protection duties.

If the service does not conform to the order, the customer's remedy, and our entire obligation, is that we use reasonable efforts to correct the non-conformity or re-perform the affected work within a reasonable time after it is reported with enough detail to reproduce it. If we cannot, either party may terminate the affected service and the customer receives a refund of prepaid fees for the non-conforming part for the period it did not conform. Service credits under the Service Level & Support Policy are the sole remedy for unavailability. These remedies do not limit a right that applicable law makes mandatory.

13. Limitation of liability

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, consequential, special, exemplary or punitive loss, or for lost profits, revenue, business, contracts, opportunity or goodwill, business interruption, the cost of substitute services, or the loss, corruption or unavailability of data, even if advised of the possibility. Direct losses remain subject to the cap below. Neither this exclusion nor the cap restricts a person's or regulator's statutory rights or a mandatory transfer instrument.

Each party's aggregate liability arising out of or relating to an engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the fees paid or payable for the services giving rise to the claim in the 3 months preceding the event giving rise to liability. For a fixed-scope project, the cap is that project's total agreed fee. Fees paid to an authorised reseller or platform for the engagement count for this purpose; the cap is not reduced to amounts already withdrawn by the operator. Multiple claims do not enlarge the cap; compensation, refunds and service credits paid for claims subject to the cap reduce the remaining available amount.

The cap does not limit the customer's obligation to pay agreed fees, its indemnity below, fraud or fraudulent misrepresentation, wilful misconduct or intentional breach, death or personal injury caused by negligence, or other liability that applicable law prohibits limiting. Indemnity obligations are not a way to recover loss caused by our own breach.

To the extent permitted by law, a claim arising out of an engagement must be notified in writing within 12 months after the claimant became aware, or should reasonably have become aware, of the facts giving rise to it; otherwise it is waived. These limitations reflect the allocation of risk on which the fees are based, apply even if a limited remedy fails of its essential purpose, and survive termination.

A service credit, fee reduction or other concession offered as a goodwill gesture is voluntary and is not an admission of fault or liability.

14. Events beyond reasonable control

A party is excused from affected performance only to the extent an event beyond its reasonable control prevents it, such as a failure of utilities, networks or third-party providers outside its reasonable control, a cyber-attack not caused by its failure to maintain appropriate security, an act of government, war, civil unrest, natural disaster or epidemic, provided it gives reasonable notice and mitigates the effect. An ordinary fault of a provider we chose does not automatically excuse every obligation. Payment already due remains payable; prolonged interruption and prepaid unused services must be addressed under the order and applicable law.

15. Customer indemnity

To the extent permitted by law, the customer will defend and indemnify the identified KeyScale service provider against third-party claims and regulatory proceedings arising from the customer's unlawful supplied material, infringement of third-party rights, breach of acceptable-use requirements, messages sent under the customer's configuration without the required consent, or unlawful instructions or use of the service. This includes damages, fines and costs finally awarded or imposed to the extent the law allows them to be indemnified, amounts agreed in a settlement approved under this section, and reasonable legal fees and defence costs. This applies only to the extent caused by the customer's conduct, not KeyScale's own breach, negligence, unlawful processing or unauthorised modification. It does not automatically cover every AI-generated message.

We give prompt notice, permit the customer to control the defence with competent advisers and provide reasonable cooperation. No settlement may admit fault or impose obligations on us without our reasonable consent. Failure to notify reduces the obligation only to the extent it materially prejudices the defence.

16. Precedence, changes and disputes

Mandatory law and valid applicable transfer instruments prevail. Data-protection terms govern data-protection conflicts. For commercial matters, an expressly agreed order takes precedence over these Terms, then the Service Level & Support Policy, then the Refund Policy. A payment platform's contract governs its own transaction and parties; the order must reconcile that arrangement and does not bind a platform that has not agreed to it.

These documents and the accepted order are the entire agreement for the engagement and replace prior statements about its subject matter; marketing pages, demonstrations and sales conversations do not add commitments unless the order includes them. Updating a website alone does not retrospectively change an existing engagement. We may propose a new version of these Terms by notice in the workspace or by email; it applies to an existing engagement once accepted in the workspace, at the next renewal after at least 30 days' notice unless the customer declines renewal, or through another change process expressly accepted in the order. If a provision is unenforceable, it applies to the maximum extent permitted and the remainder continues. Failure to exercise a right is not a waiver. The customer may not assign the engagement without our consent, which will not be unreasonably withheld.

The order must name governing law and the competent forum. Without a valid agreed choice, applicable conflict-of-laws and jurisdiction rules determine them; no unnamed country is deemed selected. Parties first attempt good-faith resolution through written notice for 30 days, without preventing urgent relief, compliance with statutory deadlines or complaints to regulators.

Contact

Email: hello@keyscale.co
Brand: KeyScale