Keynoir Terms of Website Use and Terms and Conditions

The use by you of this Website and the purchase by you of a KeyPass through this Website is conditional upon your acceptance of these Terms and Conditions.

Before offering to buy a KeyPass you must open an account with us and you are required each time you offer to buy a KeyPass to click on the button marked "I Accept" at the end of these Terms and Conditions to accept them. If you refuse to accept these Terms and Conditions you will not be able to order a KeyPass through our site.

We may revise this legal notice at any time by updating this posting. You should check the Website from time to time to review the then current legal notice, because it is binding on you. Certain provisions of this legal notice may be superseded by expressly designated legal notices or terms located on particular pages at the Website.

Information about us

www.Keynoir.com and related microsites our “Website” is a site operated by Keynoir Limited (we). We are registered in England and Wales under company number 07117456 and with our registered office at 71 Endell Street, Covent Garden, London WC2H 9AJ. Our main trading address is 71 Endell Street, Covent Garden, London WC2H 9AJ. Our VAT number is GB 9827 9455 8.

Purchasing KeyPasses

We negotiate offers which are referred to in these Terms and Conditions as Deals with various suppliers of goods and services on behalf of our customers. The Deals are conditional on certain requirements being met and specific terms and conditions related to them, which will be described in relation to any specific Deal on our Website and on the corresponding KeyPass. It is a condition (which we may at our discretion waive) that a certain minimum number of buyers, which we call the Tipping Point, offer to buy KeyPasses, namely vouchers, and buy them in respect of the goods or services offered as part of the Deal.

If the Tipping Point in relation to the Deal is reached then we shall, upon receipt by payment from you, issue you with a KeyPass redeemable in relation to the Deal. If potential buyers of the KeyPass in respect of a Deal are unable to complete their purchase of a KeyPass and the number of buyers in relation to that deal falls below the Tipping Point we will try to ensure that you will still be able to benefit from the Deal even though the Tipping Point has not in fact been reached and we have no obligation to issue a KeyPass in respect of the relevant Deal. Whether or not we are able to issue a KeyPass in these circumstances will ultimately depend on whether the supplier of goods or services the subject of the Deal who we call the Merchant is willing to authorise us to issue a KeyPass on its behalf in such circumstances.

We are not the supplier of the goods and/or services under the Deal these will be supplied by the Merchant, upon whose behalf we issue the Keypasses and who is responsible for redeeming the Keypass which you have purchased. The Merchant has agreed with us that it will redeem the KeyPasses bought through this site provided that the Tipping Point is reached.

Your status

By placing an order through our site, you confirm that:

1. 1. You are legally capable of entering into binding contracts;
   2. You are at least 18 years old.

You grant us an irrevocable non exclusive licence to use for any purpose any content you post on our Website or otherwise communicated to us via any media.

How the contract is formed between you and us

When the Tipping Point is reached we shall send to you as soon as reasonably practicable the KeyPass you offered to buy after receiving payment from you in respect of it.

Our status

The Merchant is the seller of the goods and/or services under the Deal and shall be responsible for ensuring the Deal and the goods and/or services provided thereunder comply with all applicable law .

Keynoir’s obligations under this Agreement are solely to issue the KeyPass to you under the Deal. Keynoir is not the seller of such goods and/or services the subject of the Deal and the Merchant is solely responsible for supplying such goods and/or services and redeeming any such KeyPass in respect of the same pursuant to their Terms and Conditions of sale.

Keynoir disclaims any and all responsibility or liability in relation to the Deal made available on the Website and any goods or services supplied in relation to it to the maximum extent permissible by law. Neither Keynoir nor its officers, employees or Affiliates may be held liable whether in relation to contract, warranty, tort (including negligence), product liability, tax matters or any other form of liability for any claim, damage or loss, arising from or relating to the provision of all or any goods or services sold or agreed to be supplied pursuant to the Deal.

We may provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking, that products you purchase from third party sellers, or from companies to whose website we have provided a link on our site, will be of satisfactory quality, and any such warranties are disclaimed by us absolutely. This disclaimer does not affect your statutory rights against the third party seller and/or Merchant. We we may disclose your customer information related to the KeyPass that you have purchased for the Deal to the Merchant.

Consumer rights

If you are contracting as a consumer, you may cancel a Contract at any time within seven working days, beginning on the day after you received the KeyPass (provided that you have not exchanged the KeyPass for the goods and services under the Deal in that time). In this case, you will receive a full refund of the price paid for the KeyPass in accordance with our refunds policy.

To cancel a Contract, you must inform us in writing. We shall cancel your KeyPass and you must also destroy any KeyPass held electronically or in printed form. This provision does not affect your statutory rights.

Price and payment

The price of any KeyPass in relation to a Deal will be as quoted on our site from time to time, except in cases of obvious error. These prices include VAT.

If there is an obvious pricing error in relation to the Deal which could have reasonably been recognised by you as a mis-pricing then we have the right to cancel any KeyPass issued in respect of the Deal and issue you a refund in respect of the same.

Payment for all Products may be made by credit or debit card and/or Paypal. We will preauthorise your credit card, debit card and/or other method of payment when you offer to buy a KeyPass but will only charge your credit or debit card when the Tipping Point is reached.

Our refunds policy

If we are providing a refund:

1. 1. 1. because you have cancelled the Contract between us in accordance with this Agreement and within the fourteen-day cooling-off period, we will process the refund due to you as soon as possible and, in any case, within 30 days of the day you have given notice of your cancellation. In this case, we will refund the price of the KeyPass in full.
      2. for any other reason at our discretion we will notify you of such refund via e-mail within a reasonable period of time. We will usually process the refund due to you as soon as possible.

We will usually refund any money received from you using the same method originally used by you to pay for your purchase.

Licence

If you want to share the content on our site with your friends we are happy for you to do so, but please use the sharing tools provided.

You are permitted to print and download extracts from the Website for your own use on the following basis:

1. 1. no documents or related graphics on the Website are modified in any way;
   2. no graphics on the Website are used separately from the corresponding text; and
   3. our copyright and trade mark notices and this permission notice appear in all copies.

Unless otherwise stated, the copyright and other intellectual property rights in all material on the Website (including without limitation photographs and graphical images) are owned by us or our licensors. For the purposes of this legal notice, any use of extracts from the Website other than in accordance with these Terms and Conditions for any purpose is prohibited. If you breach any of the terms in this legal notice, your permission to use the Website automatically terminates and you must immediately destroy any downloaded or printed extracts from the Website.

Subject to these Terms and Conditions, no part of the Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission.

Any rights not expressly granted in these terms are reserved.

Service access

While we endeavour to ensure that the Website is normally available 24 hours a day, we shall not be liable if for any reason the Website is unavailable at any time or for any period. Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the our control.

Visitor material and conduct

Your use of the Website must be compliant with the terms and condition as set out herein. If you, in our sole discretion, are deemed to have been or are carrying out any of the following prohibited activities, we reserve the right to take such action as we deem necessary, which may, without limitation, include suspension or termination of your account, the revocation of any unredeemed Keypasses that have been purchased by you and preventing you from re-enrolling or joining the Website under a new account:

Posting or transmitting to or from the Website any material that is:

1. 1. 1. that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
      2. for which you have not obtained all necessary licences and/or approvals; or
      3. which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or
      4. which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

Misusing the Website (including, without limitation, by hacking);

Creating multiple accounts under your name, any aliases or using accounts as may have been created by other individuals however, in the sole determination of Keynoir, are being managed by you;

Using the Website, any user account, or any content therein for any other commercial purpose, including to compete directly or indirectly with Keynoir;

Using the Website, or any user account, to purchase Keypasses for resale, financial speculation, exceeding quantity limits for purchasing Keypasses or for any other reason, fraudulent or otherwise, unless expressly permitted under the terms of this Agreement;

Using the Website to solicit, advertise to or contact merchants or Website end users to become users of any other services provided by or through you which would be directly, indirectly or potentially competitive with Keynoir, including, without limitation offering current or previously offered Keypass deals;

Accessing or selling your access to the Website, to repurpose for any reason, Keypasses that have been purchased through the Website.

Links to and from other websites

Links to third party websites on the Website are provided solely for your convenience. If you use these links, you leave the Website. We have not reviewed all of these third party websites and do not control and are not responsible for these websites or their content or availability. We therefore do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk.

Registration

Each registration is for a single user only. We do not permit you to share your user name and password with any other person nor with multiple users on a network. Responsibility for the security of any passwords issued rests with you.

Our liability

Our liability for losses you suffer as a result of us breaking this agreement including deliberate breaches is strictly limited to the purchase price of the KeyPass you purchased and any losses which are a foreseeable consequence of us breaking the agreement. Losses are foreseeable where they could be contemplated by you and us at the time your order is accepted by us.

This does not include or limit in any way our liability:

1. 1. For death or personal injury caused by our negligence;
   2. Under section 2(3) of the Consumer Protection Act 1987;
   3. For fraud or fraudulent misrepresentation; or
   4. For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

We are not responsible for indirect losses which happen as a side effect of the main loss or damage and even if such losses result from a deliberate breach of these Terms and Conditions by us that would entitle you to terminate the contract between us, including but not limited to:

1. 1. loss of income or revenue
   2. loss of business
   3. loss of profits or contracts
   4. loss of anticipated savings
   5. loss of data
   6. loss of data, or
   7. waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise [, even if foreseeable].

Suspension and termination

We will determine, in our discretion, whether there has been a breach of these Terms and Conditions through your use of our site. When a breach of these terms has occurred, we may take such action as we deem appropriate which may result in our taking all or any of the following actions:

1. 1. Immediate, temporary or permanent withdrawal of your right to use our site.
   2. Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.
   3. Issue of a warning to you.
   4. 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.
   5. Further legal action against you.
   6. Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

We exclude liability for actions taken in response to breaches of these Terms and Conditions. The responses described above are not limited, and we may take any other action we reasonably deem appropriate.

Variations

We may revise these Terms and Conditions at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these Terms and Conditions may also be superseded by provisions or notices published elsewhere on our site.

Dispute Policy

If you believe any content posted by another user is in breach of these terms or in any other way infringes your rights, you can send us a formal notice (a “Moderation Notice”):

A Moderation Notice should be sent either:

1. 1. 1. By Post: to our current registered office, marked for the attention of “The Legal Department”; or
      2. By Email: to legal@keynoir.com

The Moderation Notice should include details of:

1. 1. the date, time and listing of the comment(s)/content concerned;
   2. the action that you wish us to take in respect of the comment(s)/content; and
   3. the basis on which the action requested is requested (e.g. alleging it to be defamatory, abusive or otherwise in breach of these terms).

On receipt of the Moderation Notice, we shall, in most circumstances:

1. 1. immediately suspend the comment(s)/content concerned;
   2. commence an investigation into it/them; and
   3. contact the user(s) concerned:

1. 1. 1. 1. with a copy of your Moderation Notice;

1. 1. 1. 1. giving them an opportunity to make representations to us in connection with their comment(s)/content and any points you made in your Moderation Notice; and

1. 1. 1. 1. requesting that they respond to us within 21 days.

If we do not receive a response from the user(s) within 21 days, we will permanently delete the relevant comment(s)/content.

Once we have received a response from the user(s), we will take a decision within 21 days on whether to reinstate the comment(s)/content, permanently delete it/them or keep it/them suspended pending further investigation.

Once we have taken our decision, we will notify you and the user(s) concerned as soon as possible. When notifying you of the decision, we will attach a copy of the user(s)’ representations (if any), redacted to protect their identity.

For the purposes of openness and fairness, we will send copies of all relevant correspondence addressed to it to all parties, again redacted where appropriate to protect the user(s)’ identity.

Our right to vary these Terms and Conditions

We have the right to revise and amend these Terms and Conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.

Law and jurisdiction

This Agreement and any dispute arising out of if will be governed by English law. Any dispute or claim arising out of or in connection with this Agreement or its formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

This policy sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us.

For the purpose of the Data Protection Act 1998 (the Act), the data controller is Keynoir Limited.

Information we may collect from you

We may collect and process the following data about you:

1. 1. 1. Information that you provide by filling in forms on our site (including without limitation email details). This includes information provided at the time of registering to use our site, subscribing to our service, posting material or requesting further services. We may also ask you for information, and when you report a problem with our site.
      2. If you contact us, we may keep a record of that correspondence.
      3. We may also ask you to complete surveys that we use for research purposes, although you do not have to respond to them.
      4. Details of transactions you carry out through our site.
      5. Details of your visits to our site including, but not limited to, traffic data, location data, weblogs and other communication data, whether this is required for our own billing purposes or otherwise and the resources that you access.

IP addresses and cookies

We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration and to report aggregate information to our advertisers. This is statistical data about our users’ browsing actions and patterns, and does not identify any individual.

For the same reason, we may obtain information about your general internet usage by using a cookie file which is stored on the hard drive of your computer. Cookies contain information that is transferred to your computer’s hard drive. They help us to improve our site and to deliver a better and more personalised service. They enable us:

1. 1. To estimate our audience size and usage pattern.
   2. To store information about your preferences, and so allow us to customise our site according to your individual interests.
   3. To speed up your searches.
   4. To recognise you when you return to our site.

You may refuse to accept cookies by activating the setting on your browser which allows you to refuse the setting of cookies. However, if you select this setting you may be unable to access certain parts of our site. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you log on to our site.

Please note that our advertisers may also use cookies, over which we have no control.

Where we store your personal data

The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may also be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff maybe engaged in, among other things, the fulfilment of your order, the processing of your payment details and the provision of support services. By submitting your personal data, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy.

All information you provide to us is stored on our secure servers. Any payment transactions will be encrypted using SSL technology.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.

Uses made of the information

We use information held about you in the following ways:

1. 1. 1. To ensure that content from our site is presented in the most effective manner for you and for your computer.
      2. To provide you with information, products or services that you request from us or which we feel may interest you, where you have consented to be contacted for such purposes.
      3. To carry out our obligations arising from any contracts entered into between you and us.
      4. To allow you to participate in interactive features of our service, when you choose to do so.
      5. To notify you about changes to our service.

We may also use your data, or permit selected third parties to use your data, to provide you with information about goods and services which may be of interest to you and we or they may contact you about these by email, SMS, post or telephone.

If you are an existing subscriber, we will only contact you by electronic means (e-mail or SMS) with information about services similar to those to which you subscribe or have otherwise expressed a preference for.

If you are a new subscriber, and where we permit selected third parties to use your data, we (or they) will contact you by electronic means only if you have consented to this.

If you do not want us to use your data in this way, or to pass your details on to third parties for marketing purposes, please tick the relevant box situated on the form on which we collect your data (the registration form).

We may make use of the personal data we have collected from you to enable us to comply with our advertisers’ wishes by displaying their advertisement to that target audience.

Disclosure of your information

We may disclose your personal information to any member of our group from time to time, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 736 of the UK Companies Act 1985.

We may disclose your personal information to third parties:

1. 1. 1. In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets.
      2. If we sell all or substantially all of our assets and are acquired by a third party, in which case personal data held by it about its subscribers will be one of the transferred assets.
      3. If we are under a duty to disclose or share your personal data in order to comply with any legal obligation, valid request from a governmental authority, or in order to enforce or apply our Terms and Conditions and other agreements; or to protect our rights, our property, or safety of our subscribers, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.

Your rights

You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your data. You can also exercise the right at any time by contacting us at privacy@keynoir.com.

Our site contains links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

Access to information

The Act gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.

Changes to our privacy policy

Any changes we may make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.

Contact

Questions, comments and requests regarding this privacy policy are welcomed and should be addressed to privacy@keynoir.com.

Notices

All notices given by you to us must be given to us at [our address above] [or via email to ]. We may give notice to you at either the e-mail or postal address you provide to us when placing an offer to buy a KeyPass or by posting a notice on our Website. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

Transfer of rights and obligations

The contract between you and us is binding on you and us and on our respective successors and assigns.

You may not transfer, assign, charge or otherwise dispose of a KeyPass, or any of your rights or obligations arising under it, without our prior written consent.

We may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of our rights or obligations arising under it, at any time.

Entire agreement

These Terms and Conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of our agreement and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

Our right to vary these Terms and Conditions

We have the right to revise and amend these Terms and Conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.

Law and jurisdiction

This Agreement and any dispute arising out of if will be governed by English law. Any dispute or claim arising out of or in connection with this Agreement or its formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.