Terms of Service

1.1

These Terms apply to your access to and use of the Keyhook Platform and the Services.

1.2

By clicking the "Register" button, you agree to be bound by these Terms. If you access or use the Platform on behalf of another person or entity (for example, a company), you confirm that you are authorised to accept these Terms on that person or entity's behalf and that, by accepting these Terms, that person or entity is bound by them.

1.3

If you do not agree to these Terms, you must not access or use the Platform or any Services.

2.1

We may update these Terms from time to time to reflect changes in law, best practice, the Platform, or the Services. Unless we state otherwise, any change takes effect when the updated Terms are posted on our website.

2.2

We will endeavour to notify you of any significant change by email to your registered email address. Your continued use of the Platform after updated Terms are posted constitutes your acceptance of those updated Terms.

3.1 In these Terms:

Advertising Services

means services provided to landlords through the Platform in relation to advertising residential properties for lease.

Enterprise Customer

means a property management company or other business entity using the Platform for commercial purposes.

Enterprise Platform

means the enterprise version of the Platform that we provide to Enterprise Customers.

Initial Term

means, for an Enterprise Customer, the initial term of the agreement set out in the applicable Letter of Engagement.

Letter of Engagement

means any letter, proposal, or other written engagement document that we provide to a prospective or actual Enterprise Customer.

Maintenance Services

means services provided to landlords through the Platform in relation to arranging maintenance and repairs of properties that are the subject of residential tenancies.

Management Services

means services provided to landlords through the Platform in relation to managing residential tenancies.

Platform

means the Keyhook website accessible via www.keyhook.com (or any sub-domain), the Keyhook mobile application, and any updates to either of them, and includes the Enterprise Platform unless the context requires otherwise.

Property Services

means the Advertising Services, the Maintenance Services, and the Management Services.

Renewal Term

means the 60-month period for which an Enterprise Customer's agreement automatically renews under clause 19.16.

Services

means the services you access through the Platform and the content we make available through it, including the Templates.

Template

means a template document or clause made available on the Platform.

Term

means the Initial Term and each Renewal Term, as applicable.

we, us, or our

means PropUp Group Limited (NZBN 9429048670845), trading as Keyhook, of PO Box 30729, Lower Hutt 5040.

you

means you and any other person or entity on whose behalf you are acting.

Your Data

means, in respect of Enterprise Customers, the information, documents, qualifications, intellectual property, and other data supplied by you to the Enterprise Platform, or stored by or generated through your use of the Enterprise Platform, including personal information collected, used, disclosed, stored, or otherwise handled in connection with the Enterprise Platform. Your Data does not include backend or internal output generated by the Enterprise Platform that is not otherwise generally available to users of the Enterprise Platform.

4.1

Information about how we collect, use, disclose, store, and otherwise handle personal information is set out in our Privacy Policy. You must read the Privacy Policy.

4.2

Internet transmissions are never completely private or secure. Any message or information you send using the Platform or any Service may be read or intercepted by others, even if a particular transmission is stated to be encrypted.

4.3

By using the Platform, you acknowledge that we may collect, use, disclose, and store personal information in accordance with these Terms and our Privacy Policy, including where reasonably necessary for the operation of the Platform, the provision of the Services, and the engagement of authorised third-party service providers.

5.1

To access the Platform, you must complete the registration process and keep your registration information accurate and up to date.

5.2

Once you register, you will be given a user ID. You must keep your user ID secure, must not allow any other person to use it, and must immediately notify us at [email protected] if you become aware of any unauthorised use or disclosure.

5.3

You may register as:

• an Enterprise Customer;
• a landlord (Landlord); or
• a tenant (Tenant) of a leased residential property (Property).

6.1

Enterprise Customers using the Enterprise Platform will be charged the fees specified on the Platform and/or in the applicable Letter of Engagement. Unless otherwise agreed in writing, Enterprise Customer fees are calculated by reference to the number of properties listed on the Platform as at the first day of each month.

6.2

Landlords using the Platform for Property Services will be charged the fees specified on the Platform and further detailed in clause 17. Unless otherwise stated, landlord fees are calculated by reference to the number of properties listed on the Platform as at the first day of each month.

6.3

There is no upfront additional cost for Tenants (including prospective tenants) to access and use the Platform.

6.4

We may change fees, available products, prices, or the pricing structure for the Platform by giving at least 30 days' written notice, or in accordance with the applicable Letter of Engagement for Enterprise Customers. If you reject a change, you may give notice to cancel your access to the Platform within that 30-day notice period in accordance with clause 17.4 (for Landlords) or clause 19.1 (for Enterprise Customers). If you do not notify us within that period, the change takes effect on and from the 31st day after notice. You agree that it is fair and reasonable that any early termination fees still apply if you give notice under 6.4.

6.5

If you suffer, or we reasonably consider that you are likely to suffer, an insolvency event (including bankruptcy, receivership, voluntary administration, liquidation, or a creditors' scheme of arrangement), or you sell or otherwise dispose of your business or receive an offer to do so (whether by asset sale, share sale, merger, amalgamation, or otherwise), you must immediately:

• notify us in writing; and
• pay us the full balance of the fees for the remainder of the Term, unless: (a) your obligations under these Terms are transferred to the purchaser or acquirer of your business with our prior written consent under clause 16.14; or (b) we otherwise agree in writing.

6.6

If you enter into these Terms on behalf of a company or other entity, you acknowledge and agree that, if that company or entity fails to meet its payment obligations under clause 6.5, you personally guarantee those payment obligations on demand by us.

7.1

We may update the Platform and change the Services from time to time to improve performance, enhance functionality, reflect changes to operating systems, or address security issues. We may do this automatically or require you to install an update.

7.2

If you do not install an update, or if you opt out of automatic updates, the Platform or the Services may no longer function properly or may become unavailable.

7.3

We may from time to time make additional products, services, support, or features available to you free of charge, or offer a discount off the fees for part of the Term (Bonus Services). You acknowledge and agree that the provision of any Bonus Services is conditional on completion of the agreed contract term. If you terminate these Terms before the expiry of the agreed contract term, you must promptly pay us, without set-off or deduction, an amount equal to the value of the Bonus Services supplied to you up to the date of termination, pro-rated based on the elapsed portion of the contract term as against the portion remaining. The value of the Bonus Services will be determined by us, acting reasonably, having regard to the usual retail cost of the relevant products, services, support, and features and/or the amount by which our invoices were reduced.

8.1

You must not:

• use the Platform or any Service unlawfully, for any unlawful purpose, or in any way inconsistent with these Terms;
• act fraudulently or maliciously, including by introducing viruses, harmful code, or harmful data into the Platform or any operating system;
• breach any applicable tenancy, privacy, consumer, or other relevant law;
• transmit defamatory, offensive, or otherwise objectionable material;
• use the Platform unless you are legally capable of entering into these Terms, or another person legally able to do so has entered into these Terms on your behalf;
• provide false or misleading contact information;
• infringe our intellectual property rights or those of any third party;
• use the Platform or the Services in a way that could damage, disable, overburden, impair, or compromise our systems or security, or interfere with other users;
• collect, harvest, or scrape information or data from the Platform or any Service, or attempt to decipher transmissions to or from the servers running the Platform;
• send spam, unsolicited messages, or communications that are unlawful, harmful, threatening, abusive, harassing, invasive of privacy, or otherwise objectionable;
• engage in any conduct that is improper or brings us or the Platform into disrepute; or
• provide access to the Platform or any of our APIs to any third party, or share login credentials or other confidential access information, without our prior written consent.

8.2

You warrant that any information submitted or uploaded by you to the Platform or any Service is accurate and complete, and that you have all necessary rights and consents to submit, upload, and licence that information.

8.3

You grant us a royalty-free licence to use information submitted or uploaded by you to the Platform to the extent reasonably necessary to operate the Platform, provide the Services, and perform our obligations under these Terms.

8.4

We are not obliged to review or moderate information submitted or uploaded to the Platform. You are responsible for ensuring that all such information is accurate, complete, lawful, and compliant with these Terms.

8.5

If you are a Landlord or Tenant, we may use data or information you provide, and your interactions with the Platform and the Services, to:

• supply the Platform and the Services to you;
• diagnose problems with the Platform;
• improve, develop, and protect the Platform, including through machine learning, AI systems, and other technology;
• send you information that may be of interest to you in accordance with your marketing preferences;
• perform analytics for the purpose of remedying bugs or issues with the Platform; and
• otherwise perform our obligations under these Terms.

8.6

If you are an Enterprise Customer, clause 19.6 applies instead of clause 8.5.

9.1

We use reasonable efforts to make the Platform available. However, access to the Platform may be affected by scheduled or unscheduled downtime, maintenance, development, network capacity, technical issues, security issues, public safety reasons, data protection issues, or other operational reasons. If interruptions or errors occur due to circumstances within our control, we will use commercially reasonable efforts to resolve them in a timely manner.

9.2

We are not liable for:

• your use of the internet to connect to the Platform; or
• the hardware, software, malware, viruses, or storage on any device you use to access the Platform.

9.3

We may suspend or limit access to the Platform where reasonably necessary, including for security, public safety, data protection, operational reasons, abuse prevention, or to protect the Platform, our users, or our business. Where practicable, we will give advance notice.

9.4

You must take your own precautions to ensure that your method of accessing the Platform does not expose you to viruses or other interference that may damage your devices or systems. We encourage the use of appropriate anti-virus and firewall software.

10.1

We provide the Platform and the Services to support advertising residential tenancies, managing residential tenancies, and facilitating maintenance and repairs. Except to the extent expressly stated in these Terms, we do not hold ourselves out as real estate agents, property managers, or tradespeople. Where a market rent is suggested, it is based on the best data available to us at the relevant time and we make no assurance as to its accuracy.

10.2

We are not a party to, and are not bound by, any residential tenancy agreement or other contract between a property owner or landlord and a tenant, except to the limited extent expressly set out in these Terms.

11.1

The Platform and the Services are provided for general information purposes only. They do not constitute legal, property, accounting, tax, or other professional advice, and are not a substitute for such advice. We do not warrant that your use of the Platform or the Services will make you compliant with applicable law.

11.2

Although we make reasonable efforts to update information made available through the Platform and the Services, we do not warrant that it is accurate, complete, current, or error-free.

11.3

We do not warrant that the Platform or the Services will be uninterrupted, available at all times, secure, error-free, or free from viruses, malware, or other harmful software. You should back up content and data used in connection with the Platform and the Services.

11.4

We are not liable for:

• disputes between you and another party to a residential tenancy agreement, or between you and another user of the Platform;
• errors, omissions, or miscalculations that result in an incorrect payment or other incorrect calculation;
• if you are a Landlord, ensuring that you have insurance cover for digital inspections undertaken through the Platform; or
• if you are a Landlord, disputes between you and any third party performing maintenance or repair services.

12.1

The Platform and the Services have not been developed to meet your individual requirements. You must satisfy yourself that the Platform and the Services meet your needs before using them.

12.2

To the maximum extent permitted by law, neither we nor any of our affiliates are liable for any indirect or consequential loss, or for any loss of profit, savings, business, goodwill, opportunity, or publicity, arising out of or in connection with your use of the Platform or the Services.

12.3

You indemnify and hold us harmless against all claims, demands, costs, losses, damages, expenses, and liabilities suffered or incurred by us as a result of:

• your breach of these Terms; or
• your acts or omissions in connection with the Platform or the Services.

12.4

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

12.5

To the extent permitted by law, our liability in connection with these Terms is limited, at our option, to:

• re-supplying the relevant Services; or
• NZ$10.

13.1

Without limiting any other right or remedy available to us, we may suspend, limit, or end your access to the Platform or the Services if:

• you breach these Terms or any applicable Letter of Engagement, including by failing to pay our fees;
• you are abusive towards us, our employees, contractors, or any provider of additional services;
• suspension is reasonably necessary for security, operational, legal, public safety, data protection, or abuse prevention reasons; or
• we otherwise reasonably consider suspension, limitation, or termination necessary to protect the Platform, our users, or our business.

13.2

If the issue can be remedied, we will give you a reasonable opportunity to do so where reasonably practicable.

13.3

If we end your rights to use the Platform or the Services:

• you must immediately stop all activities authorised by these Terms;
• you must delete or remove the Platform from all devices in your possession or control;
• we may cease providing you with access to the Platform and the Services; and
• you must notify your relevant tenancy counterparty, where applicable, that you no longer have rights to use the Platform and the Services.

13.4

Clauses that, by their nature, are intended to survive termination continue in force, including clauses 12, 13, 15, 16, 19, 20, and 21.

14.1

The Platform or any Service may contain links to third-party sites or services. Those sites and services are not under our control, and we are not responsible for their content, terms, privacy practices, or availability.

14.2

We may enter into arrangements with third-party service providers to offer additional services or promotions to users of the Platform. You acknowledge that, where reasonably necessary for that purpose and as described in our Privacy Policy, we may share relevant data with those third-party service providers and they may contact you directly.

14.3

The Platform may enable your use of third-party services, including listing services, tenant checks, debt collection, advisory, training, and compliance services. Your relationship in relation to those services is with the relevant third party, even if the service is white-labelled. We are not liable for those third-party services, and you indemnify us against losses suffered by us as a result of or in connection with your use of them.

15.1

All intellectual property rights in the Platform and the Services are owned by us, our licensors, or other providers of relevant materials, and are protected by applicable law.

15.2

You have no intellectual property rights in the Platform or the Services other than the limited right to use them in accordance with these Terms. You must not infringe or make unauthorised use of our intellectual property rights or those of any third party.

16.1

We may contact you by email or by posting a notice on the Platform. You agree that this satisfies any legal requirement for written communication.

16.2

We may vary, modify, remove, or discontinue any feature, product, service, or part of the Platform, including any Template, from time to time. If you are not happy with a change to the Platform or the Services, you may cancel in accordance with the applicable cancellation clause in these Terms.

16.3

We are not responsible for events outside our reasonable control. If our provision of the Services or support for the Platform is delayed by such an event, we will notify you as soon as reasonably practicable and take reasonable steps to minimise the effect of the delay. If there is a risk of substantial delay, you may end the affected Services in accordance with the applicable cancellation clause in these Terms.

16.4

We may transfer our rights and obligations under these Terms to another party. We will notify you in writing if this occurs and will ensure the transfer does not adversely affect your rights under these Terms. You may only transfer your rights or obligations under these Terms with our prior written consent.

16.5

These Terms do not give rise to any rights under Part 2 of the Contracts and Commercial Law Act 2017 for a person who is not a party to them to enforce any term of them.

16.6

If a dispute arises under or in connection with these Terms, the parties will first meet and discuss the dispute in good faith within five business days after notice of the dispute is given.

16.7

These Terms, and any dispute relating to them, the Platform, or the Services, are governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the New Zealand courts.

16.8

Each clause of these Terms operates separately. If any clause is unlawful or unenforceable, the remaining clauses remain in full force and effect.

16.9

A delay or failure by us to enforce a right under these Terms does not waive that right. Any waiver must be in writing.

16.10

These Terms, together with any applicable Letter of Engagement, set out the entire agreement between the parties in relation to your use of the Platform and the Services and supersede all prior discussions, understandings, and agreements relating to that subject matter.

16.11

References to dollars or "$" are references to New Zealand dollars, and all amounts payable under these Terms are payable in New Zealand dollars.

16.12

A reference to a natural person includes a company, trust, partnership, joint venture, association, body corporate, or governmental agency, as the context requires.

16.13

These Terms may be accepted electronically, and electronic acceptance has the same effect as a signed hard-copy agreement.

16.14

You may not assign or otherwise dispose of your interest in these Terms without our prior written consent. We will not unreasonably withhold, condition, or delay consent where we reasonably consider that the proposed assignee will be able to perform your obligations under these Terms.

16.15

You must not permit or undergo a change of control without our prior written consent, such consent not to be unreasonably withheld. For the purposes of this clause, a change of control occurs if:

• there is a change in the legal, beneficial, or equitable ownership of at least 50% of the shares;
• there is a change in who has the power to appoint more than 50% of the board of directors; or
• control of your affairs and policies changes by any other means.

16.16

If a change of control occurs without our prior written consent, it will be treated as an early termination and clause 16.18 will apply.

16.17

If you provide your marketing preferences to us while using the Platform or the Services, we may send you marketing material in accordance with your preferences. If you are an Enterprise Customer, we may also use your brand, name, and logo to publicise that we have an existing relationship with you during the Term.

16.18

If you terminate these Terms before the expiry of any agreed contract term, you must promptly pay us, without set-off or deduction, the amount of any fees that would have been payable for the balance of that agreed term. You agree that this amount is a genuine pre-estimate of our loss resulting from the early termination and is not a penalty.

17.1 The following additional terms apply if you use the Platform or the Services as a Landlord.

Warranties

17.2

In relation to your use of Management Services for a Property, you warrant that:

• you own the Property or are otherwise legally entitled to grant the relevant authority under these Terms; and
• you have entered into a legally binding residential tenancy agreement for the Property.

17.3

You must immediately notify us if there is a change in ownership of the Property, a change of Tenant, or the relevant residential tenancy agreement ends.

Management Services

17.4

The Platform offers Management Services for the weekly fee specified on the Platform or otherwise notified by us (Management Fee).

17.5

You may cancel the Management Services at any time by giving us 30 days' written notice. Cancellation takes effect 30 days after we receive that notice, and Management Fees incurred during that 30-day period remain payable.

Appointment

17.6

To receive the Management Services, you appoint and authorise us, and we accept that appointment and authority, to:

• receive money due from your Tenant or Tenants;
• deduct the Management Fee from money received from your Tenant or Tenants; and
• once money received from your Tenant or Tenants has cleared in our account, and provided you have supplied correct and current account details, pay the remaining money collected into the account you have nominated.

17.7

You must direct your Tenant or Tenants to make rental payments to us by internet banking unless we agree otherwise in writing.

17.8

You must provide accurate and up-to-date bank account details to us. We are not responsible for losses caused by incorrect bank account details supplied by you.

17.9

We will endeavour to transfer funds to you within three working days after receiving cleared rental payments from your Tenant or Tenants. If your Tenant or Tenants stop making rent payments to us, or rent is otherwise not received by us, we may refuse to continue providing the Management Services.

17.10

It is your responsibility to ensure that your data is migrated properly to the Platform so that we can provide the Services. We will provide a template for this purpose. You must set up the migration correctly and provide all required information in a timely manner. You must also comply with our reasonable migration instructions relating to access and authentication settings.

17.11

If we end your rights to use the Platform or the Services, we are not responsible for any loss you incur as a Landlord as a result of that termination, to the extent permitted by law.

17.12

Nothing in this clause 17 requires us to pay any amount to you unless we have first received the relevant money from your Tenant or Tenants.

17.13

All amounts payable by you to us under these Terms must be paid in full without set-off, counterclaim, deduction, or withholding, except to the extent required by law.

Advertising Services

17.14

The Platform offers Advertising Services for fees specified on the Platform (Advertising Fee). The Advertising Fee must be paid before any Advertising Services are provided.

17.15

A Landlord, property manager, or agent must provide the information specified on the Platform when creating an advertisement for a residential tenancy.

17.16

By creating an advertisement, you warrant that:

• you are legally entitled to advertise the Property for lease; and
• all information in the advertisement is, and will remain while it is live on the Platform, true, complete, and accurate.

17.17

We may remove an advertisement at any time if it does not comply with applicable law, breaches these Terms, or there are reasonable grounds to believe that the Property is no longer available for lease. If we remove an advertisement for any of those reasons, you are not entitled to a refund of the Advertising Fee.

17.18

We are not responsible for third-party services used in connection with advertising, such as Trade Me. You are solely responsible for your relationship with those third parties and must comply with any applicable third-party terms.

17.19

You must comply with all applicable laws in relation to receiving information from, and making decisions about, prospective tenants, including tenancy, human rights, and privacy laws.

Maintenance Services

17.20

You may request that we source quotes for maintenance or repair work in relation to a Property (Maintenance Request) for the fee specified on the Platform (Maintenance Fee). We will use reasonable efforts to obtain quotes, but actual costs may differ from quoted amounts.

17.21

We may accept or reject any Maintenance Request in our absolute discretion. We will not accept Maintenance Requests for renovations.

17.22

If you accept a quote from a third-party supplier (Supplier) for a Maintenance Request:

• you consent to us providing your contact details to the Supplier;
• you acknowledge that a contract is formed directly between you and the Supplier, and that we are not a party to that contract; and
• you authorise us to collect payment on the Supplier's behalf and to deduct the cost of the Maintenance Request and our Maintenance Fee (Job Cost) from rent payments received by us on your behalf. If current rent payments are insufficient to cover the Job Cost, you authorise us to deduct the balance owing from future rent payments until the Job Cost is paid in full.

17.23

We are not responsible for any loss or damage arising from your use of a third party to carry out a Maintenance Request, and you should review the relevant third party's terms before engaging them.

17.24

To the maximum extent permitted by law, we exclude all liability in relation to Maintenance Requests, including liability relating to:

• the accuracy of quotations;
• the skills, qualifications, or representations of any supplier; and
• the quality of goods or services supplied by any supplier.

17.25

Before requesting personal information from a prospective Tenant through the Platform, you must first short-list that prospective Tenant in the Platform. Personal information requested may include:

• date of birth or other proof of identity for a credit check and/or criminal record check; and
• evidence that the prospective Tenant can pay the rent, such as a payslip, an employer letter, evidence of previous rental payments, or a letter from Work and Income.

17.26

You acknowledge that the information described in clause 17.25 is required for us to carry out in-app tenant checks. If you request a tenant check, you are liable to pay for it regardless of whether the check is successful. You may withdraw a prospective Tenant from your shortlist at any time, but you must advise us in writing once you do so.

17.27

Personal information collected from a shortlisted prospective Tenant who is later withdrawn or is not the successful tenant will be handled in accordance with our Privacy Policy.

18.1

The following additional terms apply if you use the Platform or the Services as a Tenant.

18.2

In relation to your use of the Platform or the Services for a Property, you warrant that you either propose to enter into, or have entered into, a legally binding residential tenancy agreement for that Property.

18.3

You must immediately notify us if you become aware of a change in ownership of the Property or if the relevant residential tenancy agreement ends.

18.4

You acknowledge that your Landlord has appointed and authorised us, and that we have accepted that appointment and authority, to collect all money due by you to your Landlord.

18.5

If you make an error in a rent payment to us, you remain responsible for your rent obligations under your residential tenancy agreement. We are not liable for that erroneous payment.

18.6

If we end your rights to use the Platform or the Services, you remain responsible for your rent obligations under your residential tenancy agreement.

18.7

You authorise us to conduct relevant background checks in connection with a proposed or existing residential tenancy agreement, including reference and credit checks, to the extent permitted by law and any authority or consent required from you.

18.8

You acknowledge that we are not involved in a Landlord's decision to accept or decline a prospective tenant application, including any decision to withdraw a Tenant from a shortlist for a Property.

18.9

By using the Platform, you acknowledge that we may provide your information to offer you additional products or services in accordance with our Privacy Policy and your marketing preferences. You may unsubscribe from promotional content at any time.

18.10

As part of your use of the Platform, we may collect data from you and use it to:

• create preferences for you, including the type of property you are looking for, and share that information with property managers who may have properties of interest to you;
• promote your profile to property managers and potentially prioritise your application in a listing queue;
• promote the Platform and the Services to you;
• monitor, analyse, and compile statistical and performance information relating to your use of the Platform in aggregated and anonymised form;
• disclose anonymous usage data to our service providers for the purpose of improving the Platform; and
• retain your data, including credit checks, payment history, rental history, inspection history, profile notes, bond information, and any other relevant information for as long as necessary for the purposes for which it was collected, including to support future applications on the Platform and to provide your rental profile to landlords and property managers using the Platform to assess suitability.

18.11

We may analyse and combine your data to generate a rental score, profile, or recommendation about your suitability as a tenant. You may request deletion of your data at any time by contacting [email protected], except where we are required by law to retain it. Your data will only be shared with third parties, including service providers such as credit checking agencies, where reasonably necessary to provide the Services or with your express consent.

19.1

The following additional terms apply if you use the Platform or the Services as an Enterprise Customer.

19.2

You may cancel your access to the Enterprise Platform by giving us 90 days' written notice. Cancellation will not take effect until the expiry of the Initial Term or the then-current Renewal Term, and you must pay the remaining minimum amount owing to us, calculated as the base weekly rate multiplied by the number of weeks remaining until the applicable completion date. You acknowledge and agree that this amount is a genuine pre-estimate of our loss arising from your early termination and is not a penalty.

19.3

In addition to these Terms, we may provide you with a Letter of Engagement specifying the inclusions and exclusions of the Enterprise Platform, the applicable fees, and other details. These Terms and the Letter of Engagement together form the entire agreement between us and you.

19.4

Unless otherwise agreed, we will invoice you monthly in arrears. You must pay each invoice within 14 days after the invoice date. If any amount remains unpaid after that date, we may, after giving you written notice, suspend your access to the Services until all overdue amounts are paid. If you remain in material payment default, we may terminate this agreement in accordance with its termination provisions. Overdue amounts will accrue interest from the due date until payment in full at the rate of 1.5% per month, calculated on a daily basis, or the maximum rate permitted by law, whichever is lower. You must also reimburse us for any reasonable third-party costs actually incurred by us in recovering overdue amounts, including debt collection agency fees and legal costs on a solicitor-client basis, to the extent permitted by law.

19.5

Failure to make payment by the due date may result in our restricting access to your account, including loss of access to data associated with your account.

19.6

You acknowledge and agree that your engagement of us is exclusive for tenant checks and rental property listings throughout the term of the applicable Letter of Engagement.

19.7

You must provide us with all information and access reasonably required, and do so in a timely manner, for onboarding, training, and migration activities. Unless otherwise agreed, work will be performed during regular business hours, being 9:00 am to 5:00 pm Monday to Friday, excluding public holidays.

19.8

We do not own Your Data. However, when you enter or upload Your Data into the Enterprise Platform, you grant us the right to access, analyse, back up, copy, store, transmit, and otherwise use Your Data for the purposes set out in this clause and, after the end of the Term, to the extent contemplated by clauses 19.10 and 19.17. We may use Your Data, or disclose it to third-party service providers, to:

• supply the Enterprise Platform to you and perform our obligations under these Terms;
• diagnose problems with the Enterprise Platform;
• improve, develop, and protect the Enterprise Platform, including through machine learning, AI systems, and other technology;
• send you information that may be of interest to you in accordance with your marketing preferences;
• perform analytics for the purpose of remedying bugs or issues with the Platform; and
• otherwise perform our obligations under these Terms.

19.9

You acknowledge that, because of the nature of the internet, processing and transmission of Your Data by us may occur across various networks and may be transferred unencrypted.

19.10

We may create anonymised statistical data from Your Data and your usage of the Enterprise Platform, including by aggregation. Once anonymised, we own that anonymised data and may use it for our own purposes, including to provide and improve the Enterprise Platform, develop new offerings, identify business trends, monetise it, provide it to third parties, and make it publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

19.11

If you do not provide Your Data to us, your ability to receive the Enterprise Platform may be affected.

19.12

You agree and represent that you are acquiring the Enterprise Platform for the purposes of trade. To the maximum extent permitted by law, the Consumer Guarantees Act 1993 does not apply to the supply of the Enterprise Platform or these Terms, and the parties agree that it is fair and reasonable that they are bound by this clause.

19.13

You are responsible for:

• the integrity of Your Data on your own systems, networks, and devices;
• any loss of Your Data during or in connection with integration to the Enterprise Platform;
• any loss of Your Data due to outages or circumstances outside our control; and
• backing up Your Data.

19.14

We will use best efforts to migrate relevant data from your existing rental management platform into the Enterprise Platform. You acknowledge that some data may be missed or unable to be migrated, and that we are not liable for loss, consequences, errors, or omissions arising from unsuccessful or incomplete migration.

19.15

You must provide us with full access to your current property management software as reasonably required throughout the term of the Letter of Engagement, including login credentials and historic data. You acknowledge that we may use third parties or third-party tools in that environment. You accept responsibility for, and indemnify us and our suppliers against, liabilities or losses arising from our use of that software environment to the extent caused by your acts, omissions, or the condition of that environment.

19.16

To the maximum extent permitted by law, we are not liable for, and you release us from liability for, liability caused or contributed to by, or arising from or in connection with:

• your computing environment, including your hardware, software, information technology, telecommunications services, and systems; or
• use of the Enterprise Platform by a person other than you.

19.17

On termination or expiry of your use of the Enterprise Platform, or where we end your rights to use and access the Enterprise Platform under clause 13.1, we may retain and use Your Data in accordance with clause 19.10 or delete Your Data, at our discretion. Unless we otherwise agree in writing, you will have no further access to data held by Keyhook after termination or expiry.

19.18

We may use your business name and brand as a case study and/or reference customer for the Enterprise Platform, including in our marketing and advertising materials.

19.19

Where relevant, we may agree to take over ownership and payment of your legacy software account(s) but any associated agreement, terms or payments are still your responsibility and you indemnify us and agree that we will not be held liable or accountable for anything relevant to your legacy software accounts.

19.20

On expiry of the Initial Term, your agreement automatically renews for a further 60 months on the same terms and conditions, unless otherwise agreed in writing by us. If you do not want your agreement to renew, you must give us at least 90 days' written notice before expiry of the Initial Term or the then-current Renewal Term.

19.21

Clause 19.20 prevails over any inconsistent renewal, extension, or rolling contract provision in the Letter of Engagement. If the Letter of Engagement specifies a different renewal period, that provision is replaced by the 60-month renewal period stated in clause 19.20.

19.22

We, or our authorised partners, have the exclusive right during the Term to contact your tenants to offer utility services, insurance, and other related products and services.

19.23

You must not permit, authorise, or facilitate any third-party provider contacting your tenants for the purpose of offering utilities, insurance, or similar services during the Term.

19.24

You acknowledge that we may receive commission or other compensation from third-party service providers in connection with those referrals, and you consent to us retaining those amounts.

20.1

The following additional terms apply to your access to and use of the Templates.

20.2

In this clause 20, Modified Document means a modified version of a Template and any new work that contains a material part of a Template.

20.3

The Templates are provided for guidance purposes only. They are not intended to replace professional advice. A Template may need to be modified or adapted for your circumstances. By making Templates available to you, we are not providing legal advice or regulated services, and we are not responsible for your use of, modification of, or reliance on any Template.

20.4

You may view, copy, modify, or adapt a Template, and make Templates and Modified Documents available to third parties, provided you comply with these Terms.

20.5

You must not:

• sell, sub-license, commercialise, or otherwise deal in any Template or Modified Document;
• publish any Template or Modified Document, or make any Template or Modified Document available for download on any website, software application, or similar service; or
• provide any Template or Modified Document to any person for the purpose of enabling any conduct prohibited by clause 20.5.1 or 20.5.2.

20.6

If you provide us with ideas, comments, or suggestions relating to the Templates or the Platform (Feedback), all intellectual property rights in that Feedback, and anything created as a result of that Feedback, are owned solely by us.

20.7

To the extent permitted by law, we and our licensors are not liable for any loss in connection with:

• any modification or adaptation you make to a Template or Modified Document;
• any Template being unavailable, whether in whole or in part;
• any information or content contained in a Template, including any error, omission, or outdated content; or
• your use of the Templates.

20.8

The Templates are based on New Zealand law. We do not represent or warrant that they are appropriate or available for use in any other country or that they satisfy the laws of any other country. You are responsible for ensuring that your access to and use of the Templates is lawful in the relevant jurisdiction.

20.9

To the maximum extent permitted by law:

• all implied conditions and warranties are excluded, and to the extent they cannot be excluded, liability for them is limited to NZ$10; and
• the Consumer Guarantees Act 1993 does not apply to the supply of the Templates, and the parties agree that it is fair and reasonable that they are bound by this clause.

20.10

You indemnify and hold us harmless against all claims, demands, costs, losses, damages, expenses, and liabilities suffered or incurred by us as a result of your use of a Template or Modified Document, including any arrangement you enter into using a Template or Modified Document.

21.1

By accessing and using the AI chatbot named Tama or any other Keyhook AI Services, you acknowledge and agree that Tama and Keyhook AI Services are provided solely for entertainment purposes, may have errors, and is not intended to be used in any legal or official capacity.

21.2

You must not rely on Tama or Keyhook AI Services for legal advice, official information, or critical decision-making.

21.3

To the maximum extent permitted by law, we are not liable for consequences arising from any use of Tama or Keyhook AI Services that are inconsistent with its entertainment-only purpose.