Last updated: 1st July 2024

Thank you for visiting www.keel.so (the “Site”) which is operated by Planko Ltd t/a Keel, a company registered in the United Kingdom at 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT (“Us” or “We”).

1 Definitions

1.1 “We”, “Our”, “Us” means Planko Ltd, the legal entity of which Keel is a trading name;

1.2 “Site” means the Keel website at keel.so;

1.3 “Software” means the Keel console and associated API at keel.so, including any customisations resulting from the Schema;

1.4 “Content” means the contents of any guidance, tutorial, opinion or other written material contained within the Keel website, Software and associated documentation;

1.5 “Schema” means the Customer’s specified data models, actions and permissions inputted into the Software;

1.6 “Login Details” means usernames and passwords provided by Us to you to enable you to access the Software

2 Keel

2.1 The Software, Site and Content is owned and managed by Keel.

2.2 We can be contacted by emailing help@keel.so

3 Registration

3.1 By using the Software, Site or Content you warrant that you are 18 years old or above.

3.2 In order to access the Software, you shall be required to register with Us. By registering with Us, you consent to Us conducting verification and security procedures in respect of the information provided by you during the registration process.

3.3 You hereby warrant that the information provided by you to Us is true, accurate and correct. you further warrant that you shall promptly notify Us in the event of any changes to such information provided.

3.4 You shall keep Login Details confidential and secure. Without prejudice to Our rights and remedies, We reserve the right to promptly disable Login Details and suspend access to the Software in the event We have any reason to believe that you have breached any of the provisions set out herein.

3.5 For the avoidance of doubt, you shall have no access to the Software if you choose not to register.

4 Use of the Software

4.1 Except as expressly permitted in these Terms, you shall not, and shall not permit others to (i) modify, translate, create derivative copies of or copy the Software, in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Software to source code form; (iii) distribute, sublicence, assign, share, timeshare, sell, rent, lease, grant a security interest in, use for service bureau purposes, or otherwise transfer the Software or your right to use the Software; (iv) remove or modify any copyright, trademark, or other proprietary notices belonging to Us or our licensors contained within the Software; or (v) use the Software in any manner not expressly authorised by these Terms.

4.2 We will use our reasonable endeavours to make the Software available to you at all times, but We cannot guarantee an uninterrupted or fault free service.

4.3 We reserve the right to make changes to the Software or part thereof from time to time including without limitation, the removal, modification and/or variation of any elements, features and functionalities of the Software without notice to you. 

4.4 You acknowledge you will not be able to access and use certain functionalities of the Software unless you have internet access through a GPRS, 3G, 4G or Wi-Fi connected device. All traffic charges or access charges incurred due to the use of the Software are subject to your agreed terms with your mobile network provider or internet service provider.

4.5 Without prejudice to our other rights and remedies, We reserve the right to temporarily or permanently suspend or disable your access to the Software at any time without notice to you in the event you breach any of the provisions herein.

4.6 In the event that We, in Our sole discretion, considers that you are making any illegal, noncompliant and/or unauthorised use of the Software, and/or your use of the Software is in breach of these Terms, We reserve the right to take any action that We deem necessary, including terminating without notice your use of the Software and, in the case of illegal use, instigating legal proceedings.

5 Your obligations

5.1 You shall, at all times:

5.1.1 comply with all Applicable laws, compliance regulations, directives and legislations in your use of the Software;

5.1.2 comply with any guidelines provided or reasonable instructions issued by Us from time to time in respect of your use of the Software;

5.1.3 not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using the Software;

5.1.4 not use the Software and/or any knowledge, information, know-how and/or expertise derived from the Content to commit any criminal act;

5.1.5 not use the Software and/or not do anything that shall or be reasonably deemed to infringe any Intellectual Property Rights or other rights of any third parties;

5.1.6 use the Software and any Content at your own risk and be solely responsible for any illegal conduct, infringement of any third party Intellectual Property Rights and/or any breaches thereof or in any applicable laws and legislations;

5.1.7 notify Us immediately of any circumstances where any Intellectual Property Rights or any other rights of any third party may have been infringed.

6. Term and Termination

6.1 These Terms will remain in full force and effect while you use the Software, Site or Content.

6.2 We may, at any time and for any reason, terminate these Terms with you and deny you access to the Software, Site or Content.

6.3 If We terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In the event of termination of these Terms for any reason, the rights and licences granted to you under this Agreement shall terminate.

6.4 Sections 4 to 12 inclusive shall survive termination of these Terms for any reason, and shall be valid and enforceable against you.

6.5 Termination Notice

6.5.1 Either party may terminate these Terms by providing the other party with at least 30 days' written notice. The notice period shall commence on the date the notice is received by the other party.

6.5.2 Upon the expiry of the notice period, these Terms shall terminate, and you shall cease all use of the Software. Any termination of these Terms shall not affect any rights or obligations which have accrued prior to the end of the notice period.

7 Payments, Cancellation and Cooling Off

7.1 You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that We can complete your transactions and contact you as needed. 

7.2 We bill you through an online billing account for purchases made via the Site. VAT will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in GBP.

7.3 You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorise us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.

7.4 We reserve the right to correct any errors or mistakes in pricing, even if We have already requested or received payment. We also reserve the right to refuse any order placed through the Site.

7.5 Keel may change the price for the service from time to time, and will communicate any price changes to you. By continuing to use the Service after the price change takes effect, you accept the new price.

7.6 You can cancel your subscription at any time by logging into your account or contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term.

7.7 If you are unsatisfied with our services, please email us at help@keel.so.

8 Intellectual Property

8.1 Other than in relation to links to third party websites, We own or have a licence to use all right, title and interest in and to the Software, including without limitation all copyright and any other intellectual property rights therein. These Terms shall not be construed to convey title to or ownership of the Software or the Content contained therein to any Customer. All rights in and to the Software and the Content not expressly granted to Customers are reserved by Us.

8.2 You own all rights to the Schema and any other data, instructions, information and other input You submit to the Software (“Customer Data”). You grant Us a licence to use Customer Data to provide the service connected with Your use of the Software and to provide, maintain, develop, and improve the Software. You have sole responsibility for ensuring the legality, accuracy, and quality of Customer Data, and that you are authorised to use Customer Data on the Software.

8.3 You are granted a non-transferable, non-exclusive, royalty-free, revocable licence to view the Content for your personal use only.

8.4 You are expressly prohibited from removing, modifying, altering or using any registered or unregistered marks/logos owned by Us, and doing anything which may be seen to take unfair advantage of Our reputation and goodwill or could be considered an infringement of any of the intellectual property rights owned and/or licensed to Us, without first obtaining Our written permission.

8.5 You may from time to time provide Us with suggestions or comments for enhancements or improvements, new features or functionality or other feedback. We will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality and an unencumbered right, without any obligation to compensate or reimburse You, to use, incorporate and otherwise fully exercise and exploit any such suggestions or comments in connection with Our products and services.

9 Warranties and Liabilities

9.1 To the maximum extent permitted by law, We shall not be liable for any loss or damage of whatever kind caused in whole or in part by use of the Software, the Site, or the Content, or by any failure, delay, interruption or otherwise of the provision of the Software, the Site, or the Content, or by Our failure to perform any of Our obligations under these Terms.

9.2 In no event shall We be liable to you for any special, indirect, incidental or consequential damages, including loss of profits and goodwill, business or business benefit.

9.3 The Content provided on the Site or Software by Us is intended as information only and does not constitute advice. Therefore, it must not be relied on to assist in making or refraining from making a decision, or to assist in deciding on a course of action.

9.4 Where the Software, Site or Content includes views, opinions, advice and recommendations, these views, opinions, advice and recommendations are not endorsed by Us and, to the maximum extent permitted by law, We shall not be liable on account of the accuracy, defamatory nature, completeness, timeliness or otherwise of such views, opinions, advice and recommendations.

9.5 The Content is provided “as is”, without any conditions, warranties or other terms of any kind.

9.6 To the maximum extent permitted by law, We expressly exclude all representations, warranties, obligations and liabilities in connection with the Software, Site, or Content, and the information provided therein.

9.7 Links to third party websites and companies may appear in the Software, Site, or Content. We accept no responsibility for the availability, suitability, reliability or content of such third party websites and do not necessarily endorse the views expressed within them.

10. Confidentiality

10.1 As used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. 

10.2 Except as expressly permitted in these terms, the Receiving Party will not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the Disclosing Party’s prior written consent. 

10.3 The Receiving Party will not use the Disclosing Party’s Confidential Information except to perform its obligations under these terms, such obligations including, in the case of Keel, to provide the Software. 

10.4 Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) allows the Disclosing Party to participate in the proceeding. 

10.5 Further, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Disclosing Party. 

11 Data Protection and Privacy Policy

11.1 We are committed to protecting (i) the privacy of Users; and (ii) the confidentiality of the information provided to it by Users using the Software or Site.

11.2 We reserve the right to gather information relating to use of the Software and Site. By using the Software and/or Site you consent to collection and use of this information by Us in accordance with the Privacy Policy on Our website.

11.3 Any personal information you give to us will be processed in accordance with the Data Protection Act 2018.

11.4 Further information about our Privacy Policy can be found here. 

12 General

12.1 You may print and keep a copy of these Terms.

12.2 These Terms may only be modified with Our prior written consent. We may alter or amend these Terms at any time, with immediate effect and without notice. We will indicate that the Terms have been updated by altering the “Last updated” date at the top of this document. By continuing to use the Software, Site, or Content after such alteration, you will be deemed to have accepted any amendment to these Terms.

12.3 These Terms and their performance shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.

12.4 You shall comply with all foreign and local laws and regulations which apply to your use of the Software, Site, or Content in whatever country you are physically located, including without limitation, consumer law, export control laws and regulations.

12.5 You agree that because of the unique nature of the Software and Our proprietary rights therein, a demonstrated breach of these Terms by you would irreparably harm Us and monetary damages would be inadequate compensation. Therefore, you agree that We shall be entitled to preliminary and permanent injunctive relief, as determined by any court of competent jurisdiction to enforce the provisions of these Terms.

12.6 If any provision of these Terms is declared void, illegal, or unenforceable, the remainder of these Terms will be valid and enforceable to the extent permitted by applicable law. In such event, the parties agree to use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by the applicable law, achieves the purposes intended under the invalid or unenforceable provision.

12.7 Any failure by any party to these Terms to enforce at any time any term or condition under these Terms will not be considered a waiver of that party’s right thereafter to enforce each and every term and condition of these Terms.

12.8 Neither party will be responsible for delays resulting from circumstances beyond the reasonable control of such party, provided that the non-performing party uses reasonable efforts to avoid or remove such causes of non-performance and continues performance hereunder with reasonable dispatch whenever such causes are removed.

12.9 Nothing in these Terms shall give, directly or indirectly, any third party any enforceable benefit or any right of action against Us and such third parties shall not be entitled to enforce any term of these Terms against Us.

12.10 If you feel that any materials appearing in the Software, Site, or Content are offensive, objectionable or potentially defamatory please contact Us by emailing help@keel.so providing full details of the nature of your complaint and the materials to which the complaint relates.