Terms of Service

1. Who we are and who these Terms are for

1.1 Provider. Keelstamp is provided by PowerQuant ApS, a company registered in Denmark under CVR number 46274067, with its address at Provstlund Skovvej 1, 8700 Horsens, Denmark ("PowerQuant", "we", "us"). These terms of service are called the "Terms".

1.2 Business customers only. Keelstamp is offered only to businesses. By accepting these Terms you confirm that you act for purposes of your trade, business or profession and not as a consumer. A business established in the EU, Canada or Australia must give a valid VAT number or an equivalent tax identification number to place an Order; a business established elsewhere, including in the United States, does not need to give one. Consumers may not purchase or use the Services, and you may not set up a consumer as an End-Client. We do not currently accept Orders from businesses established in the United Kingdom.

1.3 Acceptance and your copy. You accept these Terms when you tick the acceptance box at checkout, sign an Order that refers to them, or use the Services, whichever comes first. If you accept on behalf of a business, "you" means that business, and you confirm that you are authorised to bind it. Each version of these Terms has its own permanent web address, and earlier versions remain available at keelstamp.com/terms/versions. Your order confirmation contains a link to the version you accepted, so that you can store and print it. That version applies to your Order until it is replaced under section 15.

1.4 Definitions.

• "Customer" or "you": the business that has accepted these Terms, typically an agency or service provider that builds and runs AI automations for its own clients.
• "End-Client": a business that is your client, and on whose behalf you use Keelstamp.
• "Approver": a named natural person whom an End-Client has designated to approve or reject Actions on its behalf.
• "Action": a step in an automation that you submit to Keelstamp for approval before it is carried out.
• "Receipt": the signed record of a decision on an Action that Keelstamp issues from v1.
• "Workspace": the separate area in Keelstamp for one End-Client.
• "BYOK" (bring your own key): your use of your own account and API keys with an AI model provider.
• "Services": Keelstamp and everything we provide to you under these Terms, including previews and Design Partner access.
• "Live features": the four functions listed in section 2.3(a) to (d).
• "v1": the first released version of Keelstamp that includes all Live features.
• "v1 Access Date": the date on which v1 is delivered to you under section 2.3.
• "Founding plan": the Founding Partner plan described in section 3.
• "Guarantee Date": 31 March 2027, as stated in the version of these Terms that you accepted, or the later date that applies under section 3.6.
• "Order": your purchase of a plan, including a Founding Partner pre-order.
• "DPA": our Data Processing Agreement at keelstamp.com/dpa.
• "Exportable Data": the data described in section 14.5.

1.5 Order of precedence. If documents conflict, this order applies: (1) your Order, (2) the DPA, for the processing of personal data, (3) these Terms, (4) our documentation.

2. What Keelstamp is, and what it is not yet

2.1 Purpose. Keelstamp is being built so that agencies that run AI automations for clients can let the client approve an action before it happens, and can show afterwards what was approved.

2.2 Keelstamp has not been released. On the date these Terms take effect, none of the Live features is available, and we do not process any data on behalf of you or your End-Clients. Until your v1 Access Date, an Order is a pre-order under section 3, and Design Partner participation follows section 4. Sections 5 and 6 describe how the Services will work from your v1 Access Date. On our website we describe a function as available only when it is built and tested, and we mark planned functions as planned.

2.3 When Keelstamp is "Live". Keelstamp is Live for you when you have access to all four of the following:

• (a) an approval inbox, in which an Approver can approve or reject an Action before it is carried out;
• (b) a hard spending cap per End-Client, checked before each call to an AI model provider that is made through Keelstamp;
• (c) an emergency stop; and
• (d) for each decision, a Receipt that can be verified offline, without access to our systems.

Integrations with specific third-party automation platforms are not part of this definition.

v1 is delivered when all four Live features are available in your account and we have told you so in writing. If, within 14 days after our notice, you tell us in writing, with reasonable documentation, that a Live feature is not available, v1 is not delivered until we have fixed it and given you a new notice, to which the same rule applies. If you do not object in time, v1 is treated as delivered on the date of our notice.

2.4 What Keelstamp does not do.

• (a) Keelstamp does not give legal advice and does not decide whether an Action, an automation or your use of AI meets the rules that apply to you or your End-Clients. That assessment stays with you and your End-Clients.
• (b) A Receipt shows that a decision was recorded, which Approver (as identified to Keelstamp) made it, and when. It does not show that the Action was correct, lawful or wise.
• (c) Keelstamp does not supply AI models. You use your own provider account (section 6).
• (d) We do not use your data or your End-Clients' data to train AI models.

3. Founding Partner pre-order (before v1)

3.1 Limited seats. The Founding Partner pre-order is limited to 25 businesses, and each business can hold one seat. Seats are allocated in the order in which payments are received. A seat is personal to your business and cannot be transferred without our written consent.

3.2 Orders we cannot accept. If your payment is received after all seats have been taken, or if we cannot accept your Order because a requirement in section 1.2 or 8.3 is not met, we do not accept the Order, no seat is reserved for you, and we refund the full amount as set out in section 8.7.

3.3 Price and what is included. The Founding Partner price is $490/year, excluding VAT. You pay for your first year in advance when you place your Order. From your v1 Access Date, the Founding plan includes:

• (a) up to 3 Workspaces, one for each End-Client;
• (b) use of your own AI model provider account and keys (BYOK, section 6); and
• (c) the four Live features in section 2.3.

Additional Workspaces are not included in the Founding price. If we offer them, we show the price before you buy them. Managed access to AI models is not included (section 6.1).

3.4 When your first year starts. Your first year starts on your v1 Access Date, not on the date you pay. Before your v1 Access Date you have no access to the Live features.

3.5 Refund window. You can get a full refund by writing to billing@keelstamp.com within 30 days after your v1 Access Date. You do not need to give a reason. Refunds are paid as set out in section 8.7.

3.6 Live guarantee. If v1 is not delivered by the Guarantee Date, you may, within 14 days after the Guarantee Date, choose either (a) a full refund, or (b) 3 months of additional access free of charge. If you make no choice in time, you receive a full refund. If you choose (b), the Guarantee Date moves 3 months later, and you keep your right to a full refund if v1 is not delivered by the new Guarantee Date. The additional free months are added to your initial term (section 3.7). When v1 is delivered, the refund window in section 3.5 runs from your v1 Access Date. We will write to you on or shortly before the Guarantee Date.

3.7 Term and automatic renewal. The Founding plan runs for an initial term of 12 months from your v1 Access Date. It then renews automatically for further terms of 12 months each, unless you cancel before the renewal date. We charge each renewal term at its start, using the payment method you have given us. We remind you by email at least 30 days before each renewal, and the reminder states the price for the next term. You can cancel at any time before the renewal date by writing to billing@keelstamp.com; the cancellation takes effect at the end of the current term. Section 14.4 also lets you end the plan early in order to switch provider.

3.8 Price lock. The Founding price in section 3.3 is locked for 24 months from your v1 Access Date, as long as your subscription continues without a break. A renewal term that starts after the price lock has ended is charged at our then-current list price for a comparable plan, which we state in the renewal reminder under section 3.7.

3.9 Direct line. Founding Partners have a direct written line to the founder by email. We do not hold sales calls or meetings.

3.10 Only what is listed. The Founding plan includes only what is listed in section 3.3.

4. Design Partner programme

4.1 Who it is for. The Design Partner programme is by application and limited to 5 agencies that build and run AI automations for at least one paying client.

4.2 Phase A (until v1). A written design dialogue by email, and an early preview once the core has passed our own reliability tests. There is no charge. We do not promise a release date.

4.3 Phase B (after v1). Access for 60 days, counted from your v1 Access Date. You use your own AI provider keys (BYOK). You can set up to 3 Workspaces. No payment card is needed, and there is no charge.

4.4 What we ask in return. (a) At least one real End-Client workflow running through Keelstamp within 30 days from the start of Phase B. If that has not happened, the place passes to the next agency. (b) 2 rounds of written feedback. (c) Your consent to an anonymised case study about how it went.

4.5 After Phase B. You choose to continue at the Founding price or to stop. Continuing at the Founding price does not use one of the Founding Partner seats in section 3.1. Without a payment card on file, nothing continues by itself, and your access ends at the end of Phase B.

4.6 Case study and quotes. The case study will not name you or your End-Clients, and you may review it before we publish it. We will not publish your name or a quote from you without your separate written consent. If we do, we will state with each quote that you received free access.

4.7 No referral fees. The programme does not include referral fees or commission.

4.8 Preview terms. Phase A previews and Phase B access are provided as they are (section 12.2). The liability cap in section 13.1, including its minimum amount, also applies to Design Partner participation. Sections 14.4 to 14.6 (switching, export and erasure) also apply to Phase B.

5. Accounts, Workspaces and Approvers

This section applies from your v1 Access Date (section 2.2).

5.1 Your account. You are responsible for the people you give access to your account and for keeping sign-in details secure. Tell us at security@keelstamp.com without undue delay if you suspect unauthorised access.

5.2 Your End-Clients. You may create a Workspace for an End-Client only if your agreement with that End-Client allows you to use Keelstamp for it, including the processing of personal data described in the DPA.

5.3 Approvers. Each Approver must be a named natural person who acts on behalf of an End-Client that is a business. You must make sure that the End-Client has designated the Approver and that the Approver has authority to decide on the End-Client's behalf. An Approver acts for the End-Client, not as a consumer. We show each Approver a link to our Privacy Policy when they first sign in, which informs them about our own processing of their sign-in and security data. You must make sure that the End-Client informs its Approvers about the processing of the content of Actions.

5.4 Fail-closed by design. An Action that is rejected, or that has not been approved before it expires, is treated as rejected, and Keelstamp's approval step does not release it. The expiry time is shown with each Action. This is an intended function of Keelstamp. Subject to section 13.3, we are not liable for loss caused by an Action being rejected or expiring.

5.5 Extra checks. For Actions above an amount set in our configuration, or marked as irreversible, Keelstamp may require an extra verification step from the Approver. An End-Client can lower that amount but not raise it.

5.6 Spending caps. A spending cap applies only to calls to AI model providers that are made through Keelstamp. You may raise an End-Client's cap only up to the maximum in our configuration, and a raise takes effect only when the End-Client has approved it in Keelstamp; a Receipt records the old and new value, who decided, and when. A lower cap takes effect immediately.

5.7 Your automations remain yours. You remain responsible for your automations, for what they do once an Action is approved, and for your agreements with your End-Clients.

6. Your own AI model keys (BYOK)

This section applies from your v1 Access Date (section 2.2).

6.1 BYOK only. You connect your own account with an AI model provider. We do not resell or provide access to AI models, and managed model access is not part of the Services. You enter the provider key for each End-Client Workspace yourself. The account with the provider, and the key, must be in your name or the End-Client's name, never in ours.

6.2 Your provider, your agreement. Your use of the provider is governed by your own agreement with that provider, including its usage policies, charges and data processing terms. We are not a party to that agreement, and the provider is not our sub-processor for that use. When a call to your provider passes through Keelstamp, we handle it in transit on your instructions under the DPA. We do not store the content of the call; our service logs record only technical information about it, such as its time, status and cost.

6.3 How we handle your keys. We store your API keys encrypted and use them only to make the calls you have configured.

6.4 Provider issues. We are not responsible for a provider's availability, changes, charges or outputs.

7. Acceptable use

7.1 You must not, and must not let others:

• (a) use Keelstamp for anything unlawful;
• (b) forge, automate or simulate an Approver's decision, or otherwise get round the approval step;
• (c) impersonate an Approver or an End-Client;
• (d) upload malware or interfere with Keelstamp or other customers' use of it;
• (e) test the security of Keelstamp other than as allowed in our security policy at keelstamp.com/security;
• (f) copy, decompile or reverse-engineer Keelstamp, except to the extent the law allows this despite this restriction;
• (g) resell Keelstamp or make it available to third parties other than your End-Clients and their Approvers, without our written consent; or
• (h) use Keelstamp for an End-Client that is a consumer.

7.2 No special categories of personal data. You must not submit, and you must make sure your End-Clients do not submit, special categories of personal data (Article 9(1) GDPR) or personal data relating to criminal convictions and offences (Article 10 GDPR) in Actions, action summaries or metadata. Keep each Action to a summary and the details an Approver needs to decide. If such data is submitted, we may delete the affected data and suspend the automation concerned. We suspend the whole Workspace only if it happens again, if the cause is not remedied after our written notice, or immediately if there is an acute risk to the people concerned or to the security of Keelstamp.

7.3 Suspension. We may suspend access, in whole or in part, if your use breaches this section and puts the security of Keelstamp, other customers or third parties at risk. We will tell you why, and restore access when the cause is fixed.

8. Fees, VAT and invoicing

8.1 Prices. The price of your Order is shown at checkout and in your order confirmation, in US dollars, excluding VAT and other taxes.

8.2 Payment. Payments are processed by Stripe on Stripe's own payment page. We do not receive full card numbers. Stripe may share limited card details with us, such as the card type, the last four digits and the expiry date.

8.3 VAT number or tax ID. If your business is established in the EU, Canada or Australia, you must give a valid VAT number or an equivalent tax identification number at checkout, and we cannot accept an Order from you without it. A business established elsewhere, including in the United States, does not need to give one. We may check a number you give, including in the EU VIES system, before an invoice is final. If it turns out to be invalid, we may charge the VAT or tax that then applies.

8.4 VAT and other taxes.

• (a) Customers in Denmark: Danish VAT is added at the applicable rate.
• (b) Customers in another EU country with a valid VAT number: no Danish VAT is charged, and the invoice states "Reverse charge – Article 196 Council Directive 2006/112/EC". You account for the VAT.
• (c) Customers outside the EU: no Danish VAT is charged, and the invoice states "Outside the scope of Danish VAT – place of supply outside the EU (Art. 44, Directive 2006/112/EC)".
• (d) All customers: fees exclude all taxes, including VAT, GST and sales and use taxes. You are responsible for all such taxes, except taxes on our net income. Where we are legally required to collect a tax, we add it to the invoice. If you are required to self-assess or withhold tax, you do so.

8.5 Invoices. Invoices are issued in English, in a continuous number series. For customers in Denmark, invoices in US dollars show the VAT amount in Danish kroner or the exchange rate used.

8.6 Late payment. If an amount is not paid when due, we may charge interest under section 5 of the Danish Interest Act (renteloven) and the fixed compensation for recovery costs under section 9 a of that Act. If the amount is still unpaid 14 days after our written notice, which we send after the due date, we may suspend access until payment is received.

8.7 Refunds. We pay every refund under these Terms or the DPA to the original payment method within 14 days after the refund becomes due. Fees are not refunded except under sections 3.2, 3.5, 3.6, 14.3, 14.4 and 15.2 of these Terms, section 7.2 of the DPA, or where the law requires it.

9. Intellectual property

9.1 Ours. We own Keelstamp, including its software, documentation, design and Receipt format, and all rights in them. During your subscription you have a non-exclusive, non-transferable right to use Keelstamp for your business and to serve your End-Clients and their Approvers.

9.2 Yours. You and your End-Clients keep all rights in the data you submit. You grant us the right to process that data to provide the Services, as set out in these Terms and the DPA.

9.3 Feedback. You may give us feedback, and we may use it without any obligation to you.

9.4 Usage statistics. We may use statistics about the use of Keelstamp only if they are anonymised and aggregated before we use them, so that they do not identify you, your End-Clients or any person, and only to run and improve Keelstamp. Producing these statistics from personal data that we process on your behalf is part of your documented instructions under the DPA.

10. Confidentiality

10.1 Each party keeps the other party's non-public information confidential, uses it only to perform these Terms, and shares it only with people who need it for that purpose and are bound by confidentiality.

10.2 This does not apply to information that is or becomes public without breach, that the receiving party already had or developed independently, or that must be disclosed by law or a court order (after notice, where allowed).

10.3 These obligations last during your subscription and for 5 years after it ends; for trade secrets, for as long as they remain secret.

11. Data protection

11.1 The DPA. The DPA at keelstamp.com/dpa forms part of these Terms. It applies whenever we process personal data on behalf of you or your End-Clients, which will not happen before your v1 Access Date. Under the DPA, the End-Client is the controller, you are the End-Client's processor, and we are your sub-processor.

11.2 Our own processing. We are an independent controller for data about your account, users, billing and our communication with you, and for the sign-in, authentication and security logs of all users, including Approvers. Our Privacy Policy at keelstamp.com/privacy describes that processing.

11.3 Sub-processors. Our sub-processors are listed at keelstamp.com/sub-processors. We give you written notice at least 30 days before adding or replacing a sub-processor that processes End-Client data, and you may object as set out in the DPA. In an emergency replacement, or if a provider gives us shorter notice, we notify you as soon as possible and no later than when the change takes effect.

11.4 Personal data breaches. We notify you without undue delay, and no later than 48 hours after becoming aware, of a personal data breach affecting End-Client data, as set out in the DPA.

11.5 Where data is processed. Our sub-processor page states what each provider does, where it runs and the transfer safeguard used. We do not claim that all processing takes place in the EU. Today, our database runs in Frankfurt, Germany, and the server code of our website runs in Washington, D.C., USA.

12. Warranties and disclaimer

12.1 What we promise. From your v1 Access Date, we provide the Services with reasonable skill and care, and the Live features are available to you.

12.2 Previews. Previews before v1, and Design Partner access, are provided as they are, without any warranty.

12.3 Availability. We do not promise uninterrupted or error-free operation. There is no service level agreement with service credits.

12.4 No other warranties. To the extent the law allows, we give no other warranties, express or implied.

13. Limitation of liability

13.1 Cap. Each party's total aggregate liability under these Terms and the DPA together is limited to the greater of (a) the fees paid in the 12 months before the claim and (b) DKK 5,000. This limit does not apply to liability for wilful misconduct or gross negligence, liability that cannot be limited by law, our refund obligations, your payment obligations, or your indemnity under section 13.4. Nothing in these Terms limits the rights of data subjects under Article 82 GDPR.

13.2 Indirect loss. Neither party is liable for indirect or consequential loss, including loss of profit, revenue, business or goodwill, or loss of data that could have been avoided by reasonable backups. Loss caused by an Action being rejected or expiring (section 5.4) is not covered.

13.3 Wilful misconduct and gross negligence. Sections 5.4 and 13.2 do not limit liability for wilful misconduct or gross negligence, or liability that cannot be limited by law.

13.4 Your responsibility towards End-Clients. You are responsible to your End-Clients for your services to them. You will indemnify us against claims from an End-Client against us that arise from your automations, your instructions or your breach of these Terms. This indemnity applies only if we notify you of the claim without undue delay and let you conduct the defence and any settlement.

14. Term, termination, switching, export and erasure

14.1 Term. Your subscription runs for the term in your Order. For the Founding plan, the initial term starts on your v1 Access Date and renews as set out in section 3.7.

14.2 Termination by you. You may terminate with effect from the end of your current term (section 3.7). You may also end the Services earlier under section 14.4 (switching) or section 15.2 (changes to these Terms).

14.3 Discontinuation and termination for breach. If we discontinue Keelstamp before v1 is delivered, you receive a full refund. Either party may terminate for material breach that is not remedied within 30 days after written notice. We may also terminate with immediate effect for a serious breach of section 7. If you terminate because of our material breach, or if we discontinue Keelstamp after your v1 Access Date, we refund the prepaid fees for the remaining part of the term pro rata.

14.4 Switching and exit. From your v1 Access Date:

• (a) You may at any time tell us in writing that you want to switch to another provider (please name it), move your data to your own systems, or have your data erased.
• (b) The switching process starts at the end of a notice period of two months from our receipt of your notice, or on an earlier date that you ask for and we agree to.
• (c) A transitional period of 30 calendar days then follows. During it, we keep the Services running for you, give you reasonable help with the switch, tell you about any known risk to the continuity of the Services, and maintain the same level of security. If 30 calendar days is technically not feasible, we tell you within 14 working days after your notice, explain why, and propose an alternative transitional period of no more than seven months, during which the Services continue. You may extend the transitional period once, for a period you consider more appropriate.
• (d) We do not charge for switching or for exporting your data.
• (e) The contract ends when the switch has been completed or, if you chose erasure, at the end of the notice period, after which we erase your data under section 14.6.
• (f) If the contract ends under this section before the end of a paid term, we refund the prepaid fees for the part of the term after the contract ends, pro rata.
• (g) This section does not limit your right under section 14.2 to terminate at the end of your term.

14.5 Export. "Exportable Data" means: (a) your Workspace and End-Client settings; (b) Actions, their status and the decisions recorded on them; (c) Receipts and the information needed to verify them offline; (d) spending-cap settings and their history; and (e) records of the use of your Workspaces. It does not include our software and documentation, our signing keys and other security credentials, the security logs we keep as an independent controller (section 11.2), or copies of the AI provider keys you entered, which you already hold. You can export Exportable Data in a structured, commonly used and machine-readable format during your subscription, during any transitional period under section 14.4, and for at least 30 days after the transitional period ends or, if there is none, after your subscription ends. Exported Receipts remain verifiable offline.

14.6 Erasure. When the export period in section 14.5 ends, we erase your data and your End-Clients' data, unless the law requires us to keep it (for example accounting records), and on request we confirm the erasure in writing. Receipts and our service logs are designed to contain no plain-text personal data. On erasure we destroy the keys that are unique to each End-Client, after which the remaining entries can no longer be linked to the underlying data. Only aggregated batch roots of our Receipt log are public; we never publish a hash for an individual entry. Backups may contain erased data and keys for up to 7 days; we do not use backups for any other purpose, and we overwrite them on a fixed schedule. The sign-in, authentication and security logs that we keep as an independent controller (section 11.2) are kept and deleted as described in our Privacy Policy.

14.7 Survival. Sections 9, 10, 13, 14.4 to 14.7 and 16 continue after termination.

15. Changes

15.1 Changes to these Terms. We may change these Terms. We tell you about every change by email, and we give notice of at least 30 days before a change that adversely affects you takes effect. A change required by law or by a public authority may take effect sooner, and we tell you why. A change does not reduce your Founding Partner price lock (section 3.8) or the live guarantee (section 3.6).

15.2 If you do not accept a change. If a change adversely affects you, you may terminate by written notice given before the change takes effect, with effect no later than the date the change takes effect. If you do, we refund the unused portion of prepaid fees pro rata, as set out in section 8.7.

15.3 Changes to Keelstamp. We may change functions of Keelstamp, but during your subscription we will not remove any of the Live features.

16. Governing law and disputes

These Terms are governed by Danish law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and Danish conflict-of-law rules. The courts of Denmark, with the District Court of Horsens (Retten i Horsens) as court of first instance, have exclusive jurisdiction.

17. General

17.1 Entire agreement. These Terms, your Order and the DPA are the entire agreement between us about Keelstamp.

17.2 Assignment. You may not transfer your rights or obligations without our written consent. We may transfer them to a company that takes over Keelstamp, with notice to you.

17.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

17.4 Notices. We send notices to the email address on your account. You send notices to legal@keelstamp.com.

17.5 Severability. If a provision is invalid, the rest of these Terms still apply.

17.6 Language. These Terms are written in English. A translation is for convenience only.

18. Contact

General: contact@keelstamp.com · Legal notices: legal@keelstamp.com · Billing and refunds: billing@keelstamp.com · Privacy: privacy@keelstamp.com · Security: security@keelstamp.com

PowerQuant ApS · Provstlund Skovvej 1 · 8700 Horsens · Denmark · CVR 46274067