Terms & Conditions

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU.

These Terms and Conditions (the “Terms”) constitute a legal agreement between you and Keynance Learning Ltd of Ground Floor 5, The Pavilions, Cranmore Dr, Shirley, Solihull B90 4SB (hereinafter “Keynance”, “we”, “us” or “our”) governing the use of our Services.

    1.         General Terms

1. The provisions set out in these Terms govern your access to and your use of our Services and shall constitute a legally binding agreement between you and us. We may change such terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our Services.

2. Accessing our services requires you to create an account using the Services of the online course platform provider http://www.thinkific.com (“Thinkific”). If you are registering for a Thinkific account, you are responsible for maintaining the confidentiality of your account and you are responsible for all activities that occur under your account. You agree that all actions carried out by any person through your account shall be deemed to be an act carried out by you, and you shall ensure that all persons who have access to and use your account are authorised to do so. We are not responsible for any loss, damage or liabilities arising as a result of or in connection with the wrongful, fraudulent or illegal use of your account.

3. We reserve the right to, without any notice, explanation or liability and in our sole discretion, refuse to allow you or suspend your access to our Services at any time, or remove or edit content on our Services or on any of our affiliated websites.

4. We reserve the right to change, modify, suspend or discontinue any portion of the Services, our Services or any other products, services, affiliated websites (including social media pages) and/or other software provided by us in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.

    2.         Our Services and access license

1. We provide Courses (“Courses”), using the Thinkific Platform and group live classes (“Group Live Classes”), collectively the “Services” as set out on our website. Subject to subclause 2.2 of these Terms, Contents, Deliverables and Fees of our Courses shall be as set out on our website and the relevant subpages.

2. For Group Live Classes, Contents, Deliverables and Fees are set out on the website and the relevant subpages.

3. Subject to you agreeing to abide by these Terms, we hereby grant to you a revocable, non-exclusive and non-transferable licence to use our Services on these Terms.

4. You agree your access and use of the Services are not contingent on the delivery of any future functionality or features or the delivery of any other services.

    3.         Terms for the Keynance Excel Master Course

1. In addition to the terms provided in this agreement:

    • 1.1. The Enrollment in the Excel Master Course is open to all interested students, providing accessibility to prospective learners at any time.
    • 1.2. The Excel Master Course operates without the formation of groups.
    • 1.3. Upon enrollment, participants are granted a non-transferable license to access the course content for a period of 12 months from the date of enrollment.
    • 1.4. The Excel Master Course comprises four (4) standard live classes, each dedicated to one of the four major areas of study. These live sessions will be conducted over a period of two months. It is the intention to broadcast each class biweekly. However, in consideration of participants’ schedules, every live class will be repeated after a two-month interval. Consequently, should a participant miss a scheduled live class, they are entitled to attend the subsequent iteration, provided such attendance occurs within the 12-month license period.

    4.         Terms for the KEF 50 Course

1. In addition to the terms provided in this agreement:

    • 1.1. The KEF 50 Course may include a 1-hour free video call (individual session) with the instructor as an additional service offering. The availability of this service is subject to periodic evaluation and may be added or removed at the discretion of the course administrator.
    • 1.2. Participants who were offered the 1-hour call service at the time of purchase must book their session within the 12-month license period. Failure to schedule the session within this timeframe will result in forfeiture of the right to the service
    • 1.3. By engaging in the 1-hour video call, participants consent to the use of information provided during the session for the purposes of improving existing courses, developing new courses and services, and for marketing initiatives.
    • 1.4. Participants are required to schedule their video call session either through an “Online Agenda” provided by the course administrator or via email to info@keynance.com.
    • 1.5. Participants acknowledge that the video call session may be recorded for quality assurance, training, and record-keeping purposes.
    • 1.6. Participants may be invited to participate in a survey during the video call session to collect data for marketing purposes. This may include information such as the participant’s city of residence, age, profession, career goals, etc.
    • 1.7. The course administrator reserves the right to impose any other reasonable conditions deemed necessary for the provision of this service.

    5.         Terms for the Keynance Financial Modeling (KFM) Coaching Program

1. In addition to the terms provided in this agreement:

    • 1.1. The Enrollment in the KFM Coaching Program is open to all interested students, providing accessibility to prospective learners at any time.
    • 1.2. The KFM Coaching Program operates without the formation of groups.
    • 1.3. Upon enrollment, students will receive access to downloadable materials, including Excel templates, presentations, PDFs, quizzes and access to a 2-hour pre-recorded training. 
    • 1.4. The course’s primary support is provided through a 2-hour pre-recorded training covering the foundation of Financial Modelling but also benefits from live classes, structured into Foundation and Advanced stages.
      • 1.4.1. Foundation Stage: The instructor answers Q&A sessions and guides students in creating a basic financial model from scratch.
      • 1.4.2. Advanced Stage: Live classes will be held periodically throughout the 12-month license period, covering advanced features to enhance students’ financial modelling skills.
    • 1.5. Live classes will take place monthly, allowing flexibility for students to attend within their 12-month license period.
    • 1.6. Upon completion of the Foundation Stage, students may upload their Basic Financial Model for review by the instructor. Feedback, comments, and guidance will be provided to assist students in improving their models.
    • 1.7. Students enrolled in the KFM Coaching Program will receive complimentary access to the Excel Master Course, including live classes and access to the course community. However, students who purchase only the course Excel Master are not allowed to join the Live Events of the KFM Coaching Program.
    • 1.8. Any updates or modifications to the course structure or offerings will be communicated to enrolled students in a timely manner.

    6.         Subscription Term and Renewal Discount

1. Access to the course(s) is granted through an annual subscription, which will be valid for a period of 12 months from the date of purchase (“Subscription Term”). During this Subscription Term, the client will have full access to the course materials and resources.

2. Effective from 8th July 2023, the course will no longer be available for lifetime access and will be exclusively offered on an annual subscription basis. This means that customers will need to subscribe annually to continue accessing the course beyond the initial Subscription Term.

3. Keynance may offer a discount upon renewal of your license, subject to the terms and conditions of the discount. The renewal discount is entirely at the discretion of Keynance.

4. To qualify for the renewal discount, existing customers must renew their subscription within 30 days of the expiration of their current Subscription Term. Renewals made after this timeframe will not be eligible for the discount.

5. By renewing the subscription, the customer agrees to abide by the terms and conditions set forth in this clause and any other applicable terms and conditions governing the use of the course. Renewal implies acceptance of these terms.

6. Failure to renew the subscription within the specified timeframe will result in the termination of access to the course. To regain access, the customer will need to purchase a new subscription.

    7.         Provision of the Services

1. With effect from the Commencement Date, Keynance shall, throughout the Terms of this Agreement, provide the Services to the client.

2. Keynance shall provide the Services with reasonable skill and care, commensurate with prevailing standards.

3. Keynance shall be responsible for ensuring that it complies with all statutes, regulations, bylaws, standards, codes of conduct and any other rules relevant to the provision of the Services.

4. Nothing in this Agreement will be deemed to require Keynance to undertake any act or perform any services which in its good faith judgment would be misleading, false, libellous, unlawful, in breach of a contract, or otherwise prejudicial to the client’s or Keynance’s interests.

5. The undertakings in this clause 4, shall not apply to the extent of any non-conformance which is caused by the use of the Services contrary to Keynance’s instructions, or modification or alteration of the Services by any party other than Keynance. If the Services do not conform with the foregoing undertaking, Keynance will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out.

6. Notwithstanding the foregoing, Keynance is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7. This agreement shall not prevent Keynance from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing documentation, products and/or services which are similar to those provided under this agreement.

8. Keynance warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

9. During the term of this agreement, you may wish to assign additional projects, products, or services to Keynance beyond the Services outlined in the accepted quotation (“Out-of-Scope Assignments”). Keynance agrees to accept such Out-of-Scope Assignments only upon a separate written agreement with the client regarding additional compensation to be paid to Keynance and other relevant terms and conditions, if applicable.

    8.         Live Classes

1. We reserve the right to choose the method for conducting live events. This may include platforms like Zoom, Google Meet, YouTube streaming, Teams, or any other platform. Participants will be informed of the chosen method prior to the event. Keynance may modify the method with reasonable notice to participants.

2. By participating in the live classes, participants consent to the recording of the live sessions by Keynance.

3. Keynance reserves the right to use the recorded videos of the live classes for promotional and marketing purposes, including but not limited to displaying them on other means of communication such as youtube or other platforms.

4. Participants acknowledge that their participation in the live classes may result in their image, voice, and contributions being captured in the recordings. Participants grant Keynance the irrevocable right and permission to use their image, voice, and contributions in the recorded videos for the purposes outlined in the Intellectual Property Rights clause of this agreement.

5. Keynance will exercise reasonable efforts to ensure the privacy and confidentiality of participants during the live classes and in the use of the recorded videos. However, participants understand and agree that Keynance cannot guarantee absolute confidentiality and shall not be held liable for any unintended disclosure or misuse of recorded content.

6. Participants shall not record or reproduce the live classes without obtaining prior written consent from Keynance. Unauthorized recording or reproduction of the live classes is strictly prohibited and may result in legal consequences or may result in termination of the membership.

7. The agenda of live classes, including specific dates, times, and corresponding time zones, will be communicated to enrolled users with appropriate notice. Keynance is committed to delivering accurate and timely information regarding the schedule of live classes to ensure users are well-informed and prepared. The agenda will be provided in a manner that allows users ample time to plan and actively participate in the classes. Keynance reserves the right to make necessary modifications to the agenda, provided reasonable notice is given to users.

8. Keynance acknowledges that technical difficulties may arise during live events despite diligent efforts to ensure a smooth experience. In the event of unforeseen technical issues that significantly impede the delivery or quality of the live event, Keynance reserves the right to reschedule or modify the event or provide alternative means for participants to access the content, at its discretion. Reasonable efforts will be made to promptly address and rectify any technical difficulties that may occur.

    9.         Mini Challenges

1. Mini Challenges (“MCs”) are specifically designed for and are applicable to the ‘KEF 50’ course. They are not available for the ‘Excel Master’ and Keynance Financial Modelling course, and any Terms related to MCs shall not be applicable to these courses.

2. When you choose to purchase a license for our Services, you agree to participate in our MCs program. The MCs program provides subscribers with additional learning resources and exercises.

3. Each month during your subscription period, you will receive a new Mini Challenge. These MCs may include but are not limited to, PDF documents, spreadsheets, links to specific videos on YouTube, or extra quizzes related to the course material.

4. Each subscriber will receive a total of 12 exercises, with one exercise delivered for each month of the license duration. We reserve the right to vary the format and content of the MCs at our discretion.

 10.         Email Communication

1. While we make every effort to ensure the accurate and timely dispatch of emails using ConvertKit, we cannot guarantee the delivery of emails to the recipient’s inbox. In some cases, emails may be diverted to the recipient’s spam folder due to various factors beyond our control, such as email filtering mechanisms and individual email client settings.

2. It is the responsibility of the recipient to periodically check their spam folder for any emails that may have been incorrectly categorized. We recommend that recipients whitelist our email address to help ensure the delivery of important communications.

3. We cannot be held responsible for emails that are not received due to being filtered into the spam folder, and we encourage recipients to adjust their email settings accordingly to ensure the receipt of our communications.

 11.         Fees and Payment

1. You shall pay such Fees to Keynance in accordance with the provisions of this clause.

2. The purchase price for the Services shall be paid simultaneously with the execution of this agreement and as stipulated on our website or as expressly agreed in writing between us, as applicable.

3. Any Fees due must be paid by their due date for payment, as notified to you through our website or otherwise. Failure to make timely payment of the Fees may result in the suspension or termination of your access to the Services.

4. All payments shall be made by using the payment methods specified by us from time to time. You acknowledge and agree that you are subject to the applicable user agreement of any third party payment methods. We shall not be liable for any failure, disruption or error in connection with your chosen payment method.

5. We reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.

6. We must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off or counterclaim whatsoever.

7. All prices for Services are calculated in GBP and you will be charged in GBP.

8. You are responsible for any VAT imposed on the Services except in cases where legislation requires the Service Provider to collect VAT.

9. Keynance is not responsible for currency conversion fees, wiring fees, transaction costs, or any other processing fees that you may incur.

10. Reselling of the Services to third parties is not permitted.

11. Our Fees may be amended from time to time at our discretion. We will provide you reasonably advanced written notice of any amendment of recurring Fees. Your continued use of a recurring subscription will constitute acceptance of the amended Fees.

 12.         Default

1. You shall be deemed in default of this agreement upon the failure to comply with any of the terms and conditions of the agreement, including, but not limited to, the obligation to make any payment as and when due. Upon default, we shall have all rights and remedies available, including termination of this agreement and institution of an action for all applicable damages. Payments not made on the due date shall be subject to late charges equal to the maximum amount permitted under applicable law. We may suspend all services on notice until the amounts outstanding are paid in full.

2. If we delay or refrain from exercising any rights under this agreement, we do not waive, nor will we lose those rights. If we accept late or partial payments from you, we do not waive the right to receive full and timely payments and other charges due under this agreement.

 13.         Your Obligations

1. We provide a service, i.e., the Participants are coached, advised, guided etc. Concrete success is not promised. Keynance provides its services on the basis of the data and information provided by you. The guarantee for their factual correctness and completeness lies with you. Use of the Services is at your own risk.

2. You shall use all reasonable endeavours to provide all pertinent information to Keynance that is necessary for our provision of the Services.

3. You may, from time to time, issue reasonable instructions to us in relation to our provision of the Services. Any such instructions should be compatible with the specifications of the Services.

4. In the event that we require the decision, approval, consent or any other communication from you in order to continue with the provision of the Services or any part thereof at any time, you shall provide the same in a reasonable and timely manner.

5. Any delay in the provision of the Services resulting from your failure or delay in complying with any of the provisions of this clause shall not be the responsibility or fault of Keynance.

 14.         Modifications and Interruptions

1. We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time.

2. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

3. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors.

4. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services.

5. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

 15.         No Warranty of Success

1. Nothing contained in this agreement shall be construed as a warranty on the part of either party that:

    • 1.1. the Services will yield any Result or otherwise be successful,
    • 1.2. any Group Live Classes Strategy will yield a specific result or otherwise be successful or
    • 1.3. the outcome of the Services or any program will be utilisable in any respect.

 16.         Cancellation

1. Except as otherwise set forth, you or Keynance may terminate this agreement at any time and for any reason by giving Notice to the other party. Termination of the agreement means that you will lose access to our Services. You have to explicitly cancel your access to paid services on the Website or by emailing us.

2. We may at any time terminate the agreement if (a) you have breached any provision of these Terms (or have acted in a manner that clearly shows you do not intend to or are unable to, comply with these Terms); (b) we are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (c) the provision of the Services to you by us is, in our opinion, no longer commercially viable; or (d) we have elected to discontinue the Services (or any part thereof).

3. You have the right to cancel our services within 14 days of your purchase, starting from the date of your order placement. If, for any reason, you decide that our services are not suitable for your needs during this period, you may cancel your purchase by sending an email to info@keynance.com.

 17.         14 Days Money Back Guarantee

1. The time limit for our 14 DAYS MONEY BACK starts when you place the order. If for any reason you decide our services are not for you within 14 days of your purchase, just send us an email at info@keynance.com by adding the word “Refund” in the subject line and we will refund you on the spot. No questions asked.

2. Please Note: To be eligible for a refund we require your proof of purchase, and you must be the Original Purchaser. Refunds will only be made to the original payment method used.

 18.         Community Guidelines

1. In addition to the course content, subscribers will have access to the Keynance Excel Master Community (the “Community”), where they can engage and exchange experiences with fellow users.

2. Please note that the Community mentioned in this clause is exclusively applicable to students of the ‘Excel Master’ course and KFM Coaching Program and is not accessible to ‘KEF 50’ course participants. Additionally, any Terms related to the Community shall not be applicable to ‘KEF 50’ course participants.

3. The Community will serve as a platform for discussion and collaboration, providing an opportunity to learn from each other’s experiences and enhance the learning process.

4. As the moderator of the Community, We will oversee the discussions and ensure a respectful and constructive environment for all participants.

5. Users are expected to adhere to the following community guidelines:

    • 5.1. Users must respect each other in their communication, fostering a positive and inclusive atmosphere where all members feel valued and heard. This includes refraining from engaging in personal attacks, derogatory language, or any form of harassment or bullying. Constructive and polite discussions are encouraged.
    • 5.2. Users are not allowed to make any kind of advertisement or promotional content within the Community. The focus of the discussions should be on knowledge sharing, providing assistance, and engaging in meaningful conversations related to the course content. The Community is not a platform for self-promotion or marketing activities.
    • 5.3. Discussions within the Community should primarily revolve around Excel-related topics or any other services provided by Keynance Learning Ltd. This ensures the Community remains focused on the core subject matter and maintains its relevance to the course content.
    • 5.4. Users are encouraged to ask questions, seek clarification, and provide helpful answers to support each other’s learning journey. Active participation in the Community by sharing insights, experiences, and relevant resources will contribute to the overall growth and knowledge exchange among community members.
    • 5.5. Any form of harassment, bullying, or offensive language towards fellow users is strictly prohibited. Users should engage in polite and constructive discussions, maintaining a respectful tone even in cases of disagreement. Respect for diverse perspectives and open-mindedness is key to a healthy learning environment.
    • 5.6. In case of disagreement or differing opinions, users should engage in respectful dialogue and focus on the merits of the discussion rather than engaging in personal attacks. Constructive criticism and alternative viewpoints should be presented in a manner that encourages thoughtful conversation and growth.
    • 5.7. Users should refrain from sharing personal information or sensitive data within the Community. The emphasis should be on maintaining privacy and ensuring a secure environment for all participants. Any discussions that require sharing personal information should be conducted privately and with caution.
    • 5.8. Users are responsible for the accuracy and validity of the information they share within the Community. When referring to external information or materials, it is encouraged to cite credible sources. The exchange of reliable and verified information enhances the learning experience for all participants.
    • 5.9. Users should avoid sharing copyrighted materials, proprietary content, or any content that violates intellectual property rights. Only share content that is within the scope of fair use or that has appropriate permissions. Respect for intellectual property rights is essential within the Community.

6. By participating in the Community, users acknowledge and agree to abide by these guidelines, promoting a positive and collaborative learning environment.

7. The course provider, Keynance Learning Ltd, reserves the right to take necessary actions, including warnings, suspensions, or permanent removal, for users who violate the community guidelines or engage in disruptive behaviour.

8. Users are encouraged to report any violations of the guidelines or any concerns regarding the Community to the moderator or the course provider.

9. The course provider retains all rights and ownership of the Community platform, its content, and the discussions that take place within it.

 19.         Force Majeure

1. No party to this agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to power failure, internet failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

2. In the event that a party to this agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 30 Days, the other party may at its discretion terminate this agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this agreement.

 20.         Prohibited Uses

1. You may use our Services only for lawful purposes. You may not use our Services:

    • 1.1. in any way that breaches any applicable local or international laws or regulations;
    • 1.2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
    • 1.3. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing terms and conditions as amended from time to time; and
    • 1.4. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

 

2. You also agree:

    • 2.1. not to reproduce, duplicate, copy or re-sell any part of our Services in contravention of the provisions of our Terms; and
    • 2.2. not to access without authority, interfere with, damage or disrupt:
    • 2.3. any part of our Services;
    • 2.4. any equipment or network on which our Services are stored;
    • 2.5. any software used in the provision of our Services; or
    • 2.6. any equipment, network or software owned or used by any third party.

 21.         Restrictions

1. Except as expressly set out in this agreement or as permitted by any applicable law, you undertake:

    • 1.1. not to reproduce, copy, modify, adapt, translate, publish, display, communicate, transmit, sell, exploit or use the whole or any part of any Service, our Services or any of the contents therein for any commercial or other purposes;
    • 1.2. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the source code of our Services nor attempt to do any such thing, or to reproduce, display or otherwise provide access to the Services, our Services or any of the contents therein, including but not limited to framing, mirroring, linking, spidering, scraping or any other technological means;
    • 1.3. not to provide or otherwise make available our Services in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us;
    • 1.4. to include our copyright notice on all entire and partial copies you make of our Services on any medium;
    • 1.5. to comply with all applicable technology control or export laws and regulations; and
    • 1.6. not to disrupt, disable, or otherwise impair the proper working of the Services, our Services or our servers, such as through hacking, cyber-attacks (including but not limited to denial-of-service attacks), tampering or reprogramming.

 22.         Suspension and Termination

1. We will determine, at our discretion, whether there has been a breach of these Terms through your use of our Services. When a breach of these Terms has occurred, we may take such action as we deem appropriate.

2. Any unauthorized access or sharing of access links of the courses may result in the termination of course privileges and further actions as deemed necessary by Keynance.

3. Failure to comply with these Terms constitutes a material breach of the terms of use upon which you are permitted to use our Services, and may result in our taking all or any of the following actions:

    • 3.1. immediate temporary or permanent withdrawal of your right to use our Services;
    • 3.2. issuance of a warning to you;
    • 3.3. legal proceedings against you for reimbursement of all costs on an indemnity basis (including but not limited to reasonable administrative and legal costs) resulting from the breach;
    • 3.4. further legal action against you; and/or
    • 3.5. disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
    • 3.6. We exclude liability for actions taken in response to breaches of these Terms. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

 23.         Intellectual property rights

1. You acknowledge that all intellectual property rights in our Services anywhere in the world belong to us, that rights in our Services are licensed (not sold) to you, and that you have no rights in, or to, our Services other than the right to use them in accordance with these Terms.

2. Any intellectual property rights in content uploaded by you to our Services shall continue to belong to you or their respective owners. You agree that you grant us a royalty-free and non-exclusive licence to use, reproduce, publish and display such intellectual property rights for the purposes of performing the Services, promotional purposes, internal administrative purposes and any other purposes set out in these Terms, including for the purpose of improving the Services and our responses to users of the Services.

3. You acknowledge that you have no right to have access to our Services in source code form.

4. You must not modify the paper or digital copies of any materials you have printed off or downloaded from our Services in any way and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

5. Our status (and that of any identified contributors) as the authors of content on our Services must always be acknowledged.

6. You must not use any part of the content on our Services for commercial purposes not specified on our Services without obtaining a licence to do so from us or our licensors.

7. If you print off, copy or download any content on our Services in breach of this agreement, your right to use our Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

8. Notwithstanding any other provision of this agreement, Keynance shall retain all rights, titles and interests in and to, including any intellectual property rights with respect to designs, processes, specifications, applications, utilities, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by Keynance or its licensors, and regardless of whether incorporated in any Services, (i) prior to the Effective Date; (ii) independently of, or not in connection with the performance of, the Services; (iii) in the general conduct of its business or to serve general functions that are not specific to your unique requirements; or (iv) if generally applicable, non-site specific and unrelated to the “look and feel” of the Services or other deliverables, in connection with the Services.

9. Subject to the foregoing and fulfilment of your payment obligations hereunder, Keynance hereby grants you a limited licence, to use Keynance`s Services pursuant to this Agreement. Further, you do not have the right to publish or distribute any Keynance Services unless it is expressly mentioned (in writing) in this Agreement.

 24.         Warranties

1. While we make all efforts to maintain the accuracy of the information on our Services, we provide the Services, Services and all Related Content on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing.

2. To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our Services or any Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, our Services, the related content, or electronic communications sent by us are free of viruses or other harmful components.

 25.         Limitation of Liability

1. We are not liable for the completeness, accuracy or correctness of any information uploaded on our Services and any related content. You expressly agree that your use of the Services and our Services, including reliance on any advice, is at your sole risk.

2. We do not assist with dispute resolution between you and any consultant and are not obliged at any time to adjudicate on any such dispute. In the event of any dispute, you are responsible for contacting the relevant consultant. Without prejudice to the foregoing, we remain entitled at all times to investigate at our discretion any complaint regarding the use of our Services or any suspected unlawful activity and to take any action that we deem appropriate, including filing a report with the appropriate authorities.

3. You agree not to use the Services, and the related content for any re-sale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services, our Services or any other website or software) for:

    • 3.1. loss of profits, sales, business, or revenue;
    • 3.2. business interruption;
    • 3.3. loss of anticipated savings;
    • 3.4. loss or corruption of data or information;
    • 3.5. loss of business opportunity, goodwill or reputation; or
    • 3.6. any other indirect or consequential loss or damage.
    • 3.7. Nothing in these Terms shall limit or exclude our liability for:
    • 3.8. death or personal injury resulting from our negligence;
    • 3.9. fraud; and/or
    • 3.10. any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.

4. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services and our Services. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services and our Services which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

 26.         Indemnity

1. You agree to indemnify and hold us, our related corporations, and our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors and assigns harmless from and against all claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default or omission, whether in your use of our Services, and/or any websites or software in relation thereto or otherwise, and whether in respect of your breach of these Terms or any laws or regulations or otherwise.

 27.         Other important terms

1. We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or obligations under these Terms.

2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

3. No joint venture, partnership, agency or employment relationship has arisen by reason of these Terms.

4. These Terms and any document expressly referred to in it constitute the entire agreement between us regarding their subject matter, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to that subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in it.

5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

6. Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

7. These Terms, their subject matter and its formation, and any other disputes or claims in connection therewith are governed by the law of England and Wales. In the event of any such disputes or claims in connection with these Terms, you agree to first engage in good faith discussions with us to resolve such dispute or claim. If such dispute or claim is not resolved within sixty (60) days, we both irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.