1. Introduction
These Terms of Service (“Terms”) govern your access to and use of the services provided by Keyrails Inc (“Keyrails Inc”, “we”, “us”, or “our”) to financial institutions worldwide. By using our services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our services.
2. Scope of Services
Keyrails provides compliance and risk consultancy services to financial institutions, as described in our Letter of Engagement. Our services may include, but are not limited to, regulatory compliance advice, risk assessments, and compliance program development.
3. Client Responsibilities
Clients are responsible for providing accurate and complete information to Keyrails throughout the engagement, cooperating with Keyrails in the performance of the services, and making timely payments as per the agreed fee structure.
4. Fees and Payment
Fees for our services are detailed in the Letter of Engagement and may include a fixed fee or hourly rates, depending on the nature and scope of the services provided. Payments are typically made in two instalments: 50% in advance and 50% upon completion of the work. Any additional work outside the scope of the original engagement may be subject to our standard hourly rates, unless otherwise agreed.
5. Confidentiality
Keyrails is committed to maintaining the confidentiality of all information received from clients during the engagement. We will not disclose any information to any third party without the client’s prior written consent, except as required by law or regulation.
6. Ownership of Work Product
All work product produced during the engagement will be the property of the client, with the exception of our proprietary risk assessment tool, Fortify360. Keyrails does not claim any ownership or intellectual property rights in any of the work product produced, with the exception of Fortify360, our Proprietary Risk Assessment Tool. Fortify360 is free for the first 3 months and then attracts a monthly subscription charge should you wish to continue using it.
7. Term and Termination
The term of the engagement is detailed in the Letter of Engagement and may be terminated by either party upon written notice. In the event of termination, Keyrails’s refund policy, as outlined in the Letter of Engagement, will apply.
8. Governing Law and Jurisdiction
These Terms and any disputes arising out of or in connection with our services will be governed by and construed in accordance with the laws of England and Wales. Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.
9. Limitation of Liability
Keyrails’s liability for any claim arising out of or in connection with our services will be limited to the amount of fees paid by the client for the services that gave rise to the claim. In no event shall Keyrails be liable for any indirect, consequential, or incidental damages, including but not limited to loss of profits or business opportunities.
10. Indemnification
The client agrees to indemnify and hold harmless Keyrails, its directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with the client’s breach of these Terms or any applicable laws or regulations.
11. Changes to Terms of Service
We may update these Terms from time to time at our sole discretion. The most current version of the Terms will be posted on our website. Your continued use of our services following any updates constitutes your acceptance of the revised Terms. If you do not agree to any changes, you should discontinue using our services.
12. Severability
If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect. Any invalid or unenforceable provision will be deemed severed from these Terms, and the court may modify such provision to the extent necessary to make it valid and enforceable while preserving its intent.
13. Waiver
No failure or delay by Keyrails in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy preclude any further exercise of that right or remedy.
14. Force Majeure
Keyrails shall not be liable for any failure or delay in the performance of its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, equipment failure, or natural disasters.
15. Contact Information
If you have any questions or concerns regarding these Terms, please contact us at:
Keyrails Inc.
Office C, 1100-717 7 Ave SW, Calgary, AB, T2P0Z3
Canada
info@keyrails.com
Fortify360 SaaS Product
16.1 Subscription and Access
Keyrails offers the Fortify360 software-as-a-service (SaaS) product, a business-wide risk assessment tool that assists clients in making decisions regarding onboarding risky clients, risk tolerance, and overall market and product strategy. By subscribing to Fortify360, you are granted a non-exclusive, non-transferable, and limited right to access and use the SaaS product, subject to the terms and conditions of these Terms of Service.
16.1 Account Registration
To access and use Fortify360, you may be required to create an account with a unique username and password. You are responsible for maintaining the confidentiality of your login credentials and for any activities that occur under your account. You agree to notify Keyrails immediately if you become aware of any unauthorized access to or use of your account.
16.2 License and Restrictions
Keyrails grants you a limited, non-exclusive, non-transferable, and revocable license to access and use Fortify360 solely for your internal business purposes. You agree not to (a) copy, modify, reverse engineer, or create derivative works based on Fortify360 or its underlying mathematical model; (b) rent, lease, sublicense, distribute, transfer, or otherwise exploit Fortify360 or its underlying mathematical model; or (c) make the Fortify360 software or its underlying mathematical model available to any third party.
16.3 Intellectual Property Rights
Keyrails retains all rights, title, and interest in and to Fortify360 and its underlying mathematical model, including all related intellectual property rights. You acknowledge that you have no right, title, or interest in or to Fortify360 or its underlying mathematical model, except as expressly granted in these Terms.
16.4 Support and Maintenance
Keyrails will provide reasonable support and maintenance for Fortify360, including any updates or improvements to the software, as deemed necessary by Keyrails in its sole discretion. Support may be provided through email, telephone, or online resources, as determined by Keyrails.
16.5 Fees and Payment
Fees for Fortify360 are separate from the consultancy services provided by Keyrails. Fortify360 is free for the first 3 months for Clients that also purchased “Keyrails Standard Package”, after which a monthly subscription fee will apply. You agree to pay the subscription fees in accordance with the payment terms provided at the time of subscription. Subscription fees are non-refundable, except as otherwise provided in these Terms.
16.6 Subscription Renewal and Cancellation
Your Fortify360 subscription will automatically renew for successive periods equal to the initial subscription term, unless you cancel your subscription before the end of the then-current subscription term. You can cancel your subscription at any time through your account settings or by contacting Keyrails. Upon cancellation, your access to Fortify360 will terminate at the end of the current subscription term, and you will not be charged for any future subscription terms.
16.7 Data Privacy and Security
Keyrails is committed to protecting the privacy and security of your data. We will maintain appropriate technical and organizational measures to safeguard your data from unauthorized access, disclosure, alteration, or destruction. Our data privacy and security practices are detailed in our Privacy Policy, which is incorporated by reference into these Terms.
16.8 Termination
Keyrails reserves the right to terminate your access to Fortify360 at any time if you breach these Terms or fail to pay the applicable subscription fees. Upon termination, you must immediately cease using Fortify360 and delete any copies of the software or documentation in your possession or control.
16.9 Warranty Disclaimer
Fortify360 is provided “as is” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Keyrails does not warrant that Fortify360 will be error-free, uninterrupted, or meet your specific requirements or expectations.
16.10 Limitation of Liability
In no event shall Keyrails be liable for any indirect, incidental, special, punitive, or consequential damages (including, without limitation, lost profits, revenue, data, or business opportunities) arising out of or in connection with your use of, or inability to use, Fortify360, even if Keyrails has been advised of the possibility of such damages. Keyrails’s maximum aggregate liability for any claim arising out of or in connection with Fortify360 shall not exceed the total amount of fees paid by you for the Fortify360 subscription in the twelve (12) months immediately preceding the event giving rise to the claim.
16.11 Indemnification
You agree to indemnify, defend, and hold harmless Keyrails, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to or use of Fortify360, your violation of these Terms, or your infringement of any intellectual property or other rights of any third party.
16.12 Changes to Fortify360
Keyrails reserves the right to modify, suspend, or discontinue Fortify360, in whole or in part, at any time, with or without notice to you. You agree that Keyrails shall not be liable to you or any third party for any modification, suspension, or discontinuance of Fortify360 or any of its features.
16.13 Third-Party Services
Fortify360 may integrate with or provide links to third-party services. Keyrails does not endorse, and is not responsible for, the content, privacy practices, or security of such third-party services. Your use of any third-party services is at your own risk and subject to the terms and conditions of the applicable third-party service providers.
16.14 Governing Law and Jurisdiction
The provisions related to Fortify360 within these Terms and any disputes arising out of or in connection with Fortify360 will be governed by and construed in accordance with the laws of England and Wales. Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.
16.15 Entire Agreement
The provisions related to Fortify360 within these Terms, together with any additional terms and conditions agreed upon in writing by the parties, constitute the entire agreement between you and Keyrails with respect to your access to and use of Fortify360 and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to Fortify360.
16.16 Contact Information
If you have any questions or concerns regarding Fortify360 or these Terms, please contact us at:
Keyrails Inc.
Office C, 1100-717 7 Ave SW, Calgary, AB, T2P0Z3
Canada
info@keyrails.com