Customer Terms and Conditions FAQs

1. Simplifying and reducing contract paperwork

1.1. What does it mean for me? How do I get from my current contracts to 1 x contract per Product Category?

A: We’ll do this by simplifying and reducing the volume of contracts. From December 2023 in the UK and Ireland we’ll organise your contracts into Product Categories, which are categories of products that we’ve determined are closely reliant on one another. We’ll start to consolidate individual product contracts together, so you’ll end up with one contract per Product Category. We’ll also start to align the anniversary dates for these individual contracts around one single anniversary date, where those contracts are part of the same Product Category.

Part 1

Part 2

1.2. What does co-termination mean?

A: as outlined in question 1.1, we will be simplifying our contract structure to one contract with you for each of our Product Categories, we will need to co-terminate each individual product line item within that Product Category so that they will have the same minimum term and renewal term. Please see the question and video explainer above if you’d like more details.

1.3. What are the Product Categories?

A: Product Categories are groups of products created by us that we’ve determined are closely reliant on one another. Here are the Product Categories for the UK and Ireland:

1.4. I have a contract renewal due on or after December 2023 that would normally renew automatically. How will that work?

A: It will still renew automatically, but we’ll start to combine your contracts in the same Product Category and align their renewal dates. Please see our video explainer above if you’d like more details.

1.5. What happens to my ‘alignment month’?

We’ll not be retaining an alignment month on and after December 2023 for the purpose of contract renewals or expiry for new contracts. Instead, each contract for a Product Category will run from its commencement date (the date the initial quote is signed and accepted by us) and have a start date (the date when the initial product(s) is capable of operational use). The minimum term and renewal terms will run from the start date. For customers with an alignment month, your new contracts per Product Category (which will be created when your existing contracts are categorised) will all have the same anniversary date. When you buy a product belonging to a Product Category for which there is no existing contract, a new contract will be created for that Product Category – this will have its own commencement date and start date.

1.6. How can I get an updated summary of the Keyloop contracts I have?

A: Our Accounts Receivable team can provide you with a summary of your Keyloop contracts. For an updated summary showing how your contracts have been simplified, email UKAR@keyloop.com (for UK contracts) or IrelandAR@keyloop.com (for Ireland contracts).

1.7. What does moving from my current contracts to 1 x contract per Product Category mean for the price per product?

A: Where the products are the same, we’ll start to combine your contracts, so you have one contract per Product Category with a single anniversary date. Please refer to question 1.1 for further details regarding co-termination; this will include the consolidation of multiple line items for the same product into a single line item. The unit price for the consolidate product line will then be the average weighted price. Here’s an example:

Current pricing – contracts for the same product in the same Product Category

*This is the longest minimum term.

Future pricing – one contract line item for the same product in a Product Category

1.8. What if I have more than one historic contract for the same product within a Product Category, and I want to cancel one of them before co-termination has been completed?

A: If you want to cancel one of your contracts for the same product within a Product Category, we’ll cancel the oldest one. You might hear this referred to as ‘First In First Out’ (FIFO).

1.9. With one contract per Product Category, what happens if I want to buy an additional licence(s) for an existing product I am using?

A: If you need a further licence(s) for an existing product (for example to increase the number of permitted users), we’ll be able to process this either as an amendment to your existing contract for the relevant Product Category or by creating a new contract for the entire Product Category. We’ll no longer need to create a separate contract for the additional licence that has its own minimum term commitment. This will avoid you having multiple contracts for the same product which each have their own minimum term commitment.

1.10. With one contract per Product Category, what happens if I want to buy a new product that I am not currently using in a Product Category for which I have a contract with you already?

A: We’ll be able to process this either as an amendment to your existing contract for the relevant Product Category or by creating a new contract for the entire Product Category.

1.11. Will these changes apply to existing contracts as well as new?

A: Yes, it will apply to new and existing contracts in the UK and Ireland. The changes will become effective from December 2023, which is when the major updates to our contract and financial systems will become operational.

1.12. Do I need to sign anything new?

A: No you do not need to sign anything new.

2. Service level availability

2.1. How will the availability service levels be measured?

A: We’ll measure the availability of our individual products on a quarterly basis. Our minimum availability service level from December 2023 will be 99.5%, measured and based on confirmed Priority 1 cases. There are certain industry standard elements of downtime (e.g., for maintenance), during which a product will be unavailable for use by customers; this will not be considered when measuring the availability service level. We’ll take reasonable steps to try and ensure any downtime within our control, is at a time that minimises disruption to your business operations.

We recognise that availability is crucial. We are continuing to work on a service credit regime which, once implemented, will be designed to provide you with a fast-track solution should availability fall below certain thresholds. For now, this remains a work in progress.

3. Payment terms

3.1. Are you making any changes to Keyloop’s payment terms?

A: Yes. We’ll invoice our recurring charges annually in advance unless otherwise agreed with you. Our preferred method of payment is direct debit, and to encourage adoption of this payment method, we’ll offer 45-day payment terms when choosing to pay by direct debit. This is an increase from the current 30-day payment term standard. For all other approved payment methods, the payment terms will remain at 30 days from the invoice date.

3.2. I have agreed different invoicing frequencies and/or different payment terms with Keyloop – what does this mean for me?

A: We’ll honour different invoicing frequencies and/or different payment terms that have previously been agreed.

3.3. What about any special terms regarding charges I have previously agreed with you in relation to an individual contract?

A: Special charges and payment terms previously agreed with you will be honoured for the duration of that contract.

3.4. Will there be special term agreements in the future?

A: Where any changes to our standard terms and conditions are required, we’ll no longer have separate special term agreements that need to be signed by both parties. Instead, any variation to our standard terms and conditions will be captured within the quote.

3.5. Will I need to pay a deposit?

A: No, you not need to pay a deposit for new contracts that come into force on or after December 2023.

3.6. What are the standard invoicing terms for one-time charges?

A: For now, we’ll continue to invoice one-time charges for professional services in line with delivery. This is under review to ensure that invoicing timescales align with the point at which resources are committed to an order.

3.7. What about deposits I have paid already? Do I get them back?

A: If you’ve paid a deposit for a contract that starts before December 2023, then the deposit will be retained. If you have already paid a deposit for a contract that is due to start on or after December 2023, then it will be credited to your account in the usual way.

4. Annual price increase

4.1. When will annual prices be reviewed?

We’ll continue to review all charges annually and notify you of any changes in advance.

For product categories contracted prior to January 2024, annual price increases will take effect from your alignment month, until further notice. If you need clarification on your alignment month, please email UKAR@keyloop.com (for UK contracts) or IrelandAR@keyloop.com (for Ireland contracts).

For new product categories contracted after January 2024, the annual price increase will take effect from January.

For example, if you have an existing Autoline DMS Product Category contract with an anniversary date of 1 June and then take out a new Leads Product Category on 1 September, until further notice, the price increase for Autoline DMS Product Category will continue to take effect annually in June and the price increase for the new Leads Product Category will take effect annually in January.

4.2 How will price increases be reflected in my invoices?

2024 Pricing (communicated in October 2023)
If your alignment month is January, the price increase communicated in October 2023 was applied effective from January 2024 and is included in your monthly charges.
If your alignment month is February or March, the price increase communicated in October 2023 was applied effective from your Alignment month and was included in your monthly charges from April 2024.
If your alignment month is April – December, the price increase communicated in October 2023 was invoiced as a standalone charge covering a 12- month period beginning from your Alignment month.  You should have received this invoice in July/August 2024.

2025 Pricing (communicated in October 2024)
The price increase communicated in October 2024 will be invoiced separate to your standard invoices.
This will be applied for each of your Product Categories from your Alignment month.

5. Product Overviews

5.1. What if I don’t recognise the name of my products?

A: Here are the product names that have changed recently:
Previous name Current name
Silverbullet  → Keyloop eCommerce
Silverbullet Web → Keyloop eCommerce Web
Silverbullet other → Keyloop eCommerce other

5.2. Where can I see the Product Overviews?

A: Product Overviews are published on our Service Connect Anywhere portal here: https://service.keyloop.com/legal-documents

5.3. Why have you created Product Overviews?

A: In order to clarify standard product features and any specific dependences. Product Overviews are designed to put your Experience-First by giving full clarity regarding product capabilities and expectations.

6. Scope of our support and maintenance services

6.1. Where can I find details of the scope of support and maintenance services?

A: The scope of our support and maintenance services including our support operating hours are outlined in our Support and Maintenance Schedule, which is published online here.

6.2 What assurances are you providing regarding the compliance of your products with legal and fiscal changes?

A: We proactively assess changes to the legal and fiscal landscape that may impact our products. As part of our support and maintenance services, where there is a change in law or tax rules which has a direct impact on existing product functionality then we’ll look to provide you with an update or new release to address that change. Our ability to do so without additional charges applying will depend on certain key factors including the version and release of the product you are using, whether you have any customisations and whether you are following our standard release management protocols. Further information about the scope of our commitment can be found in our Support and Maintenance Schedule, which is published online.

7. Standard Documents

7.1. Will the documents I receive from Keyloop look different after December 2023?

A: Yes, the upgrades we’re making to some of internal Keyloop systems mean we can also update some of the standard documents you receive from us to be clearer and simpler, such as our quotes and invoices. You’ll also receive a new Customer Number. We’ll provide full details of these non-contractual changes in a separate communication.

8. General questions

8.1. My company also has contracts with Keyloop outside the UK and Ireland. Do these updates affect them?

These changes shall only apply to contracts in the UK and Ireland on December 2023, as this is the date we’re upgrading some of our internal Keyloop systems for this territory. For other countries, the changes will be implemented at a later date. You’ll receive separate communications for any other countries where you have Keyloop contracts at least 30 days before the changes take place.

8.2. Will there be any future changes to the standard terms and conditions?

Like any business, from time to time we’ll review our terms and conditions to make sure they remain clear and fit for purpose. We’ll always aim to let you know of any planned changes to our terms and conditions before they happen and ensure that any changes do not have a material adverse effect on you.

8.3. Who should I contact if I want to know more?

A: In the first instance, you should contact termsconditions@keyloop.com

8.4. Where can I find information about data protection and security related issues concerning your products and services?

A: We’ve created a new Keyloop Privacy Hub which is published online alongside our standard terms and conditions, here https://www.keyloop.com/legal-documentation. Our Privacy Hub includes information regarding the technical and organisational measures we use to protect personal data we process on your behalf and details concerning third parties that we engage to provide products and services to you.

9. Invoicing

9.1. Why do I receive multiple invoices for Keyloop services?

As explained in the above FAQs, Keyloop has changed the way contract paperwork is arranged by moving from one contract per quote to one contract per Product Category. In line with this, we will now issue one invoice per Product Category (also known as a “Subscription”) rather than one invoice per recurring contract (which could comprise of different product line items on one recurring contract). This means multiple existing contracts may be consolidated into a single invoice if they each contain items from the same Product Category; conversely an individual existing contract may be split into multiple invoices where it contains items from multiple Product Categories.

9.2. Why does my invoice have different or partial invoicing periods?

Different invoicing periods or partial invoicing periods on an invoice could be due to any of the following:

· the co-termination of each individual product line item within that Product Category and a Customer having more than one existing contract for a specific product within the Product Category with different end dates; in this scenario some of the existing contracts will be renewed for shorter bridging period to align their end date to the co-termination date. For further information regarding this approach please refer to question 1.1 above.

· different billing frequencies for contracts that fall in the same Product Category. In such cases, we have aligned those terms at the Product Category level. To do this we’ve chosen the billing frequency that applies to the largest value of product lines at the relevant Product Category level.

· customers may receive invoices for different or partial periods to align the overall Product Category invoicing with the billing frequency for that contract.

9.3. Why do I see a new quote reference on my invoices?

There are several scenarios in which a new quote reference number will be seen on the invoices.

· As your existing contracts combine on renewal to create one contract per Product Category with a single anniversary date, you will see a consolidation of multiple line items for the same product into a single line item. Keyloop systems will assign a new quote reference for the consolidated product line item when this consolidation happens on renewal. Following the consolidation, the total quantity of the product line item will remain unchanged but the original quote reference number will not be visible.

· Similarly, any contract amendments including those relating to price changes, quantity changes, site changes among others will generate an updated product line item and will have a new quote reference.

9.4. Why do I see a slight change to the unit pricing because of the consolidation on renewal?

See question 1.7 above for further details.

9.5. Why do I see negative lines on an invoice?

Negative lines can appear when:

· there have been cancellations which result in a reduction in the charges; and/or

· there are timing differences in relation to a price increase which can result in the related line item changes being itemised in separate invoices.

9.6. How can I differentiate between the invoices that are one-time versus recurring?

Keyloop systems generate separate invoices for: (i) one time charges; and (ii) recurring charges. These will be identifiable from the invoice table header; invoices for one-time charges will include a reference to One-Time Unit Price and invoices for recurring charges will include a reference to Monthly Unit Price. The Description will also include the Invoicing Period for the recurring charges.

9.7. Why has the product/service description changed?

In some cases the description of items on your invoice may have changed:

· Historic Keyloop Products – where possible these have been standardised to reflect the current Keyloop product portfolio. For example, our Autoline DMS has previously been referred to as ‘R8’, ‘Rev8’, ‘Autoline 8’, and ‘Autoline’; it is now referred to as either ‘Autoline’ or ‘AL’. Similarly, our Autoline Drive DMS descriptions have been changed to either ‘Drive’ or ‘ALD’.

· Acquired Products – certain products acquired by Keyloop have been renamed as part of integrating them into the Keyloop product portfolio. For example, RAPID RTC Chat has been renamed Keyloop Digital Communications.

· Abbreviations – to ensure we give you as much detail as possible within the new invoice template, some product item descriptions contain abbreviations. The abbreviations are designed to allow more detail to be provided, while leaving the description of the items clear.