KeyPath Systems Limited is an AI automation agency in Auckland. We build and run automation systems for residential real estate agencies: lead capture and qualification, database reactivation, open-home automation, and AI-assisted conversation and nurture. We do not give real estate, legal, financial or valuation advice.
2.1 These Terms apply to every client and form part of your agreement with KeyPath. Your Letter of Engagement sets out the commercial details, including fees, term and services. If there is any conflict, the Letter of Engagement applies first, then these Terms, then any service proposal.
2.2 Our agreement is binding once you accept your Letter of Engagement in writing, pay the setup fee, or ask us to begin work, whichever happens first.
2.3 KeyPath may change these Terms on 14 days' written notice. If you do not accept a change, you may end your agreement on written notice given within 30 days of the date of our notice, without an early-termination fee. The current Terms apply until then.
Your services are set out in your Letter of Engagement or service proposal. They may include lead capture, qualification and appointment booking; automated SMS and email nurture; AI-assisted conversation across SMS, email, live chat, social media and phone; database reactivation; open-home automation; CRM integration; monitoring and reporting; and strategy calls. Every system is custom-built for the client.
4.1 Your fees, payment dates and any minimum term are in your Letter of Engagement.
4.2 Third-party costs, such as SMS charges and any agreed advertising or promotion spend, are billed to you directly or at cost and are your responsibility.
4.3 Invoices are due within five business days of the invoice date. In these Terms, a business day is any day other than a Saturday, Sunday or a public holiday in Auckland.
4.4 If an account is overdue, KeyPath may, on three business days' written notice, pause or suspend the services (including campaigns and messaging) until the overdue amount is paid in full.
4.5 While the services are paused for non-payment, the minimum term and the fees continue to run, and KeyPath is not responsible for any lost leads, missed enquiries or other loss resulting from the pause.
4.6 KeyPath will resume the services within a reasonable time after the account is brought up to date, and may recover the reasonable costs of collecting overdue amounts.
4.7 If an account is overdue, KeyPath may also charge interest on the overdue amount at 5% a year above the Reserve Bank of New Zealand's Official Cash Rate, accruing daily from the due date until the account is paid in full.
You agree to:
You are responsible for ensuring your use of our automation meets your professional and licensing obligations, including under the Real Estate Agents Act 2008 and the REA Code of Conduct. Our systems handle lead management and communications only. We do not give real estate, legal or valuation advice, and we are not responsible for the outcome of any property transaction.
7.1 KeyPath handles personal information under the Privacy Act 2020. Our Privacy Policy forms part of these Terms and explains how. Please read it before you proceed.
7.2 For your contacts' and leads' information, you are the agency responsible for that information. KeyPath handles it only on your behalf and on your instructions, to deliver the services.
7.3 KeyPath uses your contacts' information only to deliver and improve the services we provide to you. KeyPath does not sell it, and does not disclose it to anyone else except as needed to deliver the services or as required by law.
7.4 You must make sure your contacts have been given the information the law requires about how their personal information is collected and used, including its use in automated communications through KeyPath. KeyPath relies on you to give that notice, including where information is collected indirectly.
7.5 If KeyPath becomes aware of a security or privacy breach affecting your contacts' information, it will tell you without undue delay, give you the information you reasonably need to assess whether it is a notifiable privacy breach, and cooperate with any notification you make to the Privacy Commissioner or affected individuals. As the responsible agency, you decide on and make any notification for your contacts' information.
8.1 You are responsible for obtaining all consents required for the SMS and automated messages we send on your behalf, and you confirm your contacts have agreed to receive them or reasonably expect to.
8.2 KeyPath will ensure the messages it sends on your behalf include a working unsubscribe and identify the sender, as the Unsolicited Electronic Messages Act 2007 requires.
8.3 You indemnify KeyPath against any claim, penalty or loss arising from a lack of the consents in clause 8.1, or from the contact information you supplied.
8.4 KeyPath may ask you for evidence of the consents in clause 8.1, and may decline or pause a campaign if it reasonably believes the required consents are not in place, or that the campaign or its content is misleading or would put you or KeyPath in breach of the law, including the Real Estate Agents Act 2008 and the REA Code of Conduct. If KeyPath declines or pauses a campaign, it will tell you promptly and work with you to resolve the issue.
9.1 The systems, workflows, automations and templates KeyPath builds remain KeyPath's property. You have a non-exclusive licence to use them while your agreement is on foot, and the licence ends when the agreement ends.
9.2 Your content, including your database, brand assets, scripts and agency information, remains yours.
9.3 On termination, you may ask KeyPath for your campaign content (email and SMS copy) in a usable format, separately from KeyPath's underlying system.
9.4 You must not copy, reproduce, adapt or reverse engineer KeyPath's systems, workflows, automations or templates, or use them to build a similar system, during or after the engagement. This clause continues after the agreement ends.
Each party will keep the other's confidential information confidential and use it only for the engagement. This does not apply to information that is public, already known, or required to be disclosed by law. Case study use is permitted only to the extent confirmed in writing under clause 6 of your Letter of Engagement. This clause continues after the agreement ends.
Our systems use AI to generate automated messages and responses. AI content can occasionally be wrong or inappropriate. You are responsible for reviewing and approving scripts and settings before go-live and for monitoring outputs. KeyPath does not guarantee the accuracy of AI-generated content and is not liable for decisions made on the basis of it.
We work to keep the service available but do not guarantee it will be uninterrupted or error-free. The service depends on third-party platforms, including a customer relationship management (CRM) system, SMS delivery providers, and AI conversation, voice and automation tools. KeyPath is not responsible for outages, changes or failures in those third-party services, but will take reasonable steps to limit disruption and to tell you about significant planned disruptions in advance.
13.1 Nothing in these Terms limits any liability that cannot be limited by law.
13.2 Subject to clause 13.1, each party's total liability for any claim connected with the services is limited to the lower of (a) the fees you paid KeyPath in the three months before the claim; and (b) NZD $5,000. This cap does not apply to your obligation to pay fees and third-party costs, or to the indemnity in clause 8.3.
13.3 Subject to clause 13.1, KeyPath is not liable for:
13.4 As between you and KeyPath, KeyPath is not liable for a privacy or regulatory breach arising from contact information you supplied or from your own collection practices. This does not affect KeyPath's own obligations to any individual or regulator.
14.1 The services are supplied and acquired in trade, for business purposes and not for personal, domestic or household use. You acknowledge that the Consumer Guarantees Act 1993 does not apply, in accordance with section 43 of that Act.
14.2 You and KeyPath agree that, in accordance with section 5D of the Fair Trading Act 1986, sections 9, 12A, 13 and 14(1) of that Act do not apply to this agreement.
14.3 You confirm that you are in trade, that the services are for business use only, and that you have had the opportunity to take independent legal advice, and you agree that it is fair and reasonable for you and KeyPath to contract out of these provisions.
You indemnify KeyPath, and its directors, officers, employees and contractors, against any claim, loss, cost or liability (including reasonable legal costs) arising from:
This indemnity does not apply to the extent the claim is caused by KeyPath's own negligence or wilful default, and does not extend to any liability that cannot be limited by law.
16.1 Neither party is liable for failing to perform its obligations (other than to pay money) because of an event beyond its reasonable control. This includes natural disasters, fire, flood, storm or earthquake; war, terrorism, riot or civil unrest; strikes or labour disputes; epidemic or pandemic; failure of telecommunications, internet or power; and the outage, failure or withdrawal of a third-party platform, provider or AI model the service depends on. It does not include an event caused by the affected party's own act or default.
16.2 The affected party must tell the other promptly and take reasonable steps to limit the effect and resume performance. If the event continues for more than 30 days, either party may end the agreement on written notice.
17.1 The notice periods and any minimum term are in your Letter of Engagement.
17.2 KeyPath may end the agreement immediately if you materially breach it or act unlawfully. For non-payment, KeyPath may suspend the services under clause 4, and may end the agreement if the overdue amount is still unpaid 10 business days after the suspension begins.
17.3 On termination, your access to the systems and workflows ends. KeyPath will give you up to 14 days to retrieve any of your content you need, and will provide an export of your contact data on written request. After that, KeyPath handles your data in line with its Privacy Policy.
This agreement is governed by New Zealand law, and the New Zealand courts have jurisdiction. If a dispute arises, the parties will first try to resolve it in good faith, and if it is not resolved within 14 days, will refer it to mediation before starting court proceedings. Nothing in this clause prevents either party from applying to the court for urgent interim relief.
19.1 Our services are for business clients only. You confirm you are at least 18 and have authority to bind the business you represent.
19.2 If any provision of these Terms is unenforceable, the rest continues in full effect.
19.3 Your Letter of Engagement, these Terms and the Privacy Policy are the whole agreement between you and KeyPath about the services.
19.4 For six months after the agreement ends, neither party will solicit or hire a person who was an employee or contractor of the other and directly involved in the services, without the other's written agreement. Responding to a general job advertisement is not solicitation.
19.5 You may not transfer this agreement without KeyPath's written consent, which will not be unreasonably withheld. KeyPath may transfer this agreement as part of a sale or restructure of its business, and will tell you promptly if it does.
KeyPath Systems Limited · Auckland, New Zealand
keypathsystems.co.nz · [email protected]
New Zealand Business Number: 9429053589101