Terms of Use

1. Definitions

In this Agreement the following terms have the meanings set out below:

• "Agreement" means these Terms and Conditions together with any Order Form, Statement of Work, or written addendum agreed between the parties.
• "Authorised Users" means the employees, contractors, and agents of the Customer who are permitted to access the Software under the Customer's licence.
• "Customer" means the organisation or individual that has entered into a licence agreement with KDBL Ltd for access to the Software.
• "Data" means any information, files, or content uploaded to or processed by the Software by or on behalf of the Customer.
• "Documentation" means user guides, technical specifications, and support materials made available by KDBL Ltd from time to time.
• "Intellectual Property Rights" means patents, trademarks, service marks, trade names, copyright, database rights, design rights, confidential information rights, and all other intellectual property rights, whether registered or unregistered, anywhere in the world.
• "KDBL Ltd" or "we" or "us" means KDBL Ltd, a company incorporated in England and Wales.
• "Software" means the software platform (including, where applicable, the K-Lake AI data connector platform) and associated APIs, services, and Documentation provided by KDBL Ltd under an Order Form.
• "Order Form" means a document executed by both parties specifying the scope of licensed services, data volumes, fees, and any Special Conditions.
• "Subscription Fee" means the charges payable by the Customer as set out in the Order Form.
• "Support Services" means the technical support and maintenance services described in Section 10 of this Agreement.

2. Licence grant

2.1 Scope of licence

Subject to the Customer's compliance with this Agreement and payment of the Subscription Fee, KDBL Ltd grants the Customer a limited, non-exclusive, non-transferable, revocable licence to access and use the Software solely for the Customer's own internal business purposes during the applicable subscription term.

2.2 Authorised Users

The Customer may permit Authorised Users to access the Software. The Customer is responsible for ensuring that Authorised Users comply with this Agreement and shall be liable for any breach by an Authorised User as if it were a breach by the Customer itself.

2.3 Restrictions

Except as expressly permitted by this Agreement, the Customer must not:

• copy, modify, adapt, translate, or create derivative works of the Software;
• sub-licence, sell, resell, rent, lease, transfer, assign, or otherwise commercially exploit the Software to any third party;
• reverse engineer, disassemble, decompile, or otherwise attempt to extract the source code of the Software;
• use the Software to build a competing product or service;
• remove, obscure, or alter any proprietary notices, labels, or marks on the Software;
• use the Software in any manner that violates applicable law or regulation; or
• access or attempt to access any systems, networks, or data other than those to which the Customer has been expressly granted access.

3. Fees & payment

3.1 Subscription fees

The Software is licensed on a consumption-based model. Fees are calculated on the volume of data ingested into the Software during each billing period, as specified in the Order Form. The Customer acknowledges that fees will vary in proportion to actual data ingestion volumes.

3.2 Invoicing and payment terms

KDBL Ltd shall invoice the Customer monthly in arrears or in accordance with the payment schedule set out in the Order Form. All invoices are payable within 30 days of the invoice date unless otherwise agreed in writing. All fees are stated exclusive of VAT and any applicable taxes, which shall be payable in addition at the prevailing rate.

3.3 Late payment

Without prejudice to any other right or remedy available to KDBL Ltd, if the Customer fails to pay any undisputed sum by the due date, KDBL Ltd reserves the right to:

• charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, accruing daily under the Late Payment of Commercial Debts (Interest) Act 1998; and
• suspend access to the Software until all outstanding sums (including accrued interest) are paid in full.

3.4 Disputed invoices

The Customer must notify KDBL Ltd in writing of any disputed invoice within 14 days of the invoice date, providing reasonable details of the dispute. The parties shall use reasonable endeavours to resolve any dispute promptly. Undisputed portions of any invoice remain due for payment on the original due date.

3.5 Price adjustments

KDBL Ltd may amend the Subscription Fee on not less than 60 days' written notice to the Customer. The amended fees shall apply from the start of the next renewal term. If the Customer does not accept the revised fees, it may terminate the Agreement on written notice given before the renewal date.

4. Intellectual property rights

4.1 KDBL Ltd ownership

All Intellectual Property Rights in the Software, Documentation, and any improvements, enhancements, or modifications thereto belong to and shall remain vested in KDBL Ltd. Nothing in this Agreement shall transfer any Intellectual Property Rights to the Customer.

4.2 Customer data

The Customer retains all Intellectual Property Rights in the Customer's Data. The Customer grants KDBL Ltd a limited, non-exclusive licence to process Customer Data solely to the extent necessary to provide the Software and Support Services.

4.3 Feedback

If the Customer provides feedback, suggestions, or ideas relating to the Software ("Feedback"), KDBL Ltd may freely use that Feedback to improve or develop its products and services without obligation, compensation, or restriction.

5. Customer obligations

The Customer shall:

• ensure that its use of the Software and any Data processed through it complies with all applicable laws, regulations, and regulatory requirements in the jurisdictions in which it operates;
• be solely responsible for the accuracy, quality, legality, and appropriateness of all Data ingested into the Software;
• maintain appropriate security controls over login credentials and notify KDBL Ltd immediately upon becoming aware of any unauthorised access or security incident;
• implement and maintain appropriate technical and organisational measures to protect Data prior to and during ingestion;
• obtain all necessary consents, licences, and permissions required to process Data through the Software; and
• not use the Software to process data that it is not lawfully entitled to process.

6. Data protection

6.1 Compliance

Each party shall comply with its obligations under applicable data protection legislation, including (as applicable) the UK General Data Protection Regulation (UK GDPR) as retained in UK law by the European Union (Withdrawal) Act 2018, the Data Protection Act 2018, and any equivalent legislation applicable to the Customer in its own jurisdiction.

6.2 Data processing agreement

Where KDBL Ltd processes personal data on behalf of the Customer as a data processor, the parties shall enter into a Data Processing Agreement ("DPA") in a form consistent with applicable data protection law. The DPA shall form part of and be incorporated into this Agreement by reference. If no separate DPA has been executed, the relevant provisions of KDBL Ltd's standard DPA (available on request) shall apply.

6.3 International transfers

Where Customer Data is processed outside the United Kingdom or the European Economic Area, KDBL Ltd shall ensure that appropriate transfer safeguards are in place in accordance with applicable data protection law, including (where applicable) standard contractual clauses or an equivalent approved mechanism.

6.4 Security measures

KDBL Ltd shall implement and maintain appropriate technical and organisational security measures to protect personal data processed on behalf of the Customer, consistent with the requirements of Article 32 UK GDPR.

For information about how KDBL Ltd handles personal data as a controller, please see our Privacy Policy.

7. Confidentiality

7.1 Obligation

Each party agrees to keep confidential all Confidential Information received from the other party and not to disclose it to any third party without prior written consent, except as required by law or regulation.

7.2 Definition

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. It excludes information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is disclosed with the disclosing party's prior written approval.

7.3 Permitted disclosure

Each party may disclose Confidential Information to its employees, contractors, advisers, and Authorised Users on a need-to-know basis, provided those individuals are bound by obligations of confidentiality no less protective than those in this Agreement.

7.4 Survival

The obligations in this Section 7 shall survive the termination or expiry of this Agreement for a period of five years.

8. Warranties

8.1 KDBL Ltd warranties

KDBL Ltd warrants that:

• it has full authority to enter into and perform its obligations under this Agreement;
• the Software will perform materially in accordance with the Documentation during the subscription term; and
• it will provide the Support Services with reasonable skill and care.

8.2 Customer warranties

The Customer warrants that:

• it has full authority to enter into and perform its obligations under this Agreement;
• it has all necessary rights, consents, and permissions to use and ingest the Data into the Software; and
• its use of the Software will comply with all applicable laws and regulations.

8.3 Disclaimer

Save as expressly set out in this Agreement, the Software is provided on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, KDBL Ltd excludes all implied warranties, representations, or conditions (including fitness for a particular purpose, satisfactory quality, and non-infringement). KDBL Ltd does not warrant that the Software will be uninterrupted, error-free, or free from security vulnerabilities at all times.

9. Limitation of liability

9.1 Exclusion of consequential loss

To the fullest extent permitted by law, KDBL Ltd shall not be liable to the Customer for any:

• loss of profits, revenue, or anticipated savings;
• loss of business or goodwill;
• loss or corruption of data;
• indirect, special, incidental, or consequential loss; or
• loss arising from the Customer's failure to maintain adequate backups.

9.2 Cap on liability

KDBL Ltd's total aggregate liability to the Customer under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Subscription Fees paid by the Customer in the twelve months immediately preceding the event giving rise to the claim.

9.3 Exceptions

Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other matter that cannot by law be limited or excluded.

10. Support & maintenance

10.1 Standard support

KDBL Ltd shall provide Support Services during normal business hours (Monday to Friday, 09:00–17:30 UK time, excluding UK public holidays). The Customer shall have direct access to KDBL Ltd's engineering team via the agreed support channel set out in the Order Form.

10.2 Bug fixes and updates

KDBL Ltd shall release bug fixes and software updates on a rolling basis. The Customer will receive all updates included within its subscription at no additional charge. Updates may be deployed automatically or notified to the Customer in advance at KDBL Ltd's discretion.

10.3 Vulnerability remediation

KDBL Ltd takes software security seriously. Where a security vulnerability is identified and reported to KDBL Ltd (whether by the Customer, a third-party scanner, or KDBL Ltd's own monitoring), KDBL Ltd shall:

• acknowledge receipt of the vulnerability report within 48 hours of notification;
• provide a preliminary severity assessment and estimated remediation timeline within 5 business days; and
• deliver a patch or documented workaround within 5 business days for critical or high-severity vulnerabilities, and within 10 business days for medium or low-severity vulnerabilities,

unless the vulnerability is attributable to a third-party dependency outside KDBL Ltd's control, in which case KDBL Ltd will use reasonable endeavours to apply a fix as soon as reasonably practicable and will keep the Customer informed of progress. Enterprise customers may request that vulnerability remediation SLAs be formalised in writing as a schedule to the Order Form.

10.4 Escalation

The Customer may escalate unresolved support issues to a named senior contact at KDBL Ltd. Escalation procedures and contact details are provided to the Customer upon commencement of the subscription.

11. Service levels

KDBL Ltd shall use commercially reasonable endeavours to make the Software available 99.5% of the time in any given calendar month, excluding scheduled maintenance windows. Scheduled maintenance will be notified to the Customer at least 48 hours in advance wherever practicable and will be conducted outside normal UK business hours. KDBL Ltd shall not be liable for unavailability attributable to: (a) the Customer's own systems or network; (b) third-party infrastructure beyond KDBL Ltd's reasonable control; or (c) force majeure events as defined in Section 16.

12. Term & termination

12.1 Term

This Agreement commences on the date set out in the Order Form and continues for the initial subscription period specified therein. Unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term, the Agreement shall automatically renew for successive periods equal to the initial term.

12.2 Termination for cause

Either party may terminate this Agreement immediately on written notice if:

• the other party commits a material breach of this Agreement that is incapable of remedy, or that is capable of remedy but is not remedied within 30 days of written notice specifying the breach; or
• the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to administration, liquidation, or an equivalent insolvency process in any jurisdiction.

12.3 Termination for convenience

Either party may terminate this Agreement for convenience on not less than 90 days' written notice, subject to payment of all fees accrued up to the termination date. No refund of pre-paid fees shall be due for the unexpired portion of a subscription term unless otherwise agreed in the Order Form.

12.4 Effect of termination

On termination or expiry of this Agreement:

• all licences granted under this Agreement shall immediately cease;
• the Customer shall promptly cease all use of the Software;
• each party shall return or securely destroy the other party's Confidential Information upon written request; and
• KDBL Ltd shall, upon written request received within 30 days of termination, provide the Customer with an export of its Data in a commonly used machine-readable format, after which KDBL Ltd may delete the Data from its systems.

12.5 Survival

Sections 1, 4.1, 7, 9, 12.4, 12.5, and 15 of this Agreement shall survive termination or expiry for any reason.

13. Third-party services & integrations

The Software may integrate with or depend upon third-party services, platforms, or APIs (including but not limited to Microsoft Graph, file storage services, and identity providers). KDBL Ltd does not control and is not responsible for the availability, performance, or terms of such third-party services. The Customer's use of third-party services is subject to the terms and conditions of the relevant third-party provider. KDBL Ltd shall not be liable for any interruption to the Software caused by the failure, modification, or discontinuation of any third-party service.

14. International customers

14.1 Governing law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute arising out of or in connection with this Agreement, except that either party may seek urgent injunctive relief in any competent jurisdiction.

14.2 Export controls

The Customer acknowledges that the Software and related technical information may be subject to UK and international export control laws and regulations. The Customer shall comply with all applicable export controls, trade sanctions, and embargoes when using or re-exporting the Software. The Customer represents that it is not located in, or acting on behalf of a person or entity located in, any jurisdiction subject to comprehensive UK, US, EU, or UN trade sanctions.

14.3 Local law compliance

The Customer is solely responsible for ensuring that its use of the Software complies with all laws and regulations applicable in its own jurisdiction, including (without limitation) those relating to data protection, employment, financial services regulation, and sector-specific requirements. KDBL Ltd makes no representation that the Software is appropriate or available for use in any specific country outside the United Kingdom.

14.4 Currency and taxes

Unless otherwise agreed in writing, all fees are quoted in the currency specified in the Order Form. The Customer is responsible for all taxes, duties, withholding taxes, and levies imposed by its own jurisdiction in connection with payments made under this Agreement, and shall gross up payments to ensure that KDBL Ltd receives the net amount specified.

15. General provisions

15.1 Entire agreement

This Agreement (together with any Order Form and DPA) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior negotiations, representations, warranties, and understandings. Each party acknowledges that it has not relied on any representation or warranty not set out in this Agreement.

15.2 Amendments

KDBL Ltd may amend these Terms and Conditions from time to time. Material changes will be notified to the Customer at least 30 days before taking effect. Continued use of the Software after the effective date constitutes acceptance. Customers who do not accept the amendments may terminate the Agreement on written notice before the amendments take effect.

15.3 Waiver

No failure or delay by either party to exercise any right or remedy under this Agreement shall constitute a waiver of that right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach.

15.4 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

15.5 Assignment

The Customer may not assign, transfer, or sub-contract any of its rights or obligations under this Agreement without the prior written consent of KDBL Ltd. KDBL Ltd may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the successor entity assumes all obligations under this Agreement.

15.6 Notices

All notices under this Agreement shall be in writing and delivered by email (with read-receipt confirmation) or recorded post to the addresses set out in the Order Form. Notices to KDBL Ltd shall be directed to hello@kdbl.co.uk. Notices shall be deemed received on the day of transmission (if sent by email before 17:00 UK time on a business day) or two business days after posting.

15.7 Relationship of the parties

The parties are independent contractors. Nothing in this Agreement shall create, or be deemed to create, a partnership, joint venture, agency, franchise, or employment relationship between the parties.

15.8 Rights of third parties

No person who is not a party to this Agreement shall have any right to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

16. Force majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including (without limitation) acts of God, natural disasters, pandemic, war, terrorism, civil unrest, failure of third-party infrastructure, government action, or widespread power or internet outages. The affected party shall notify the other party promptly and shall use reasonable endeavours to mitigate the impact. If a force majeure event continues for more than 60 consecutive days, either party may terminate this Agreement on written notice without liability.

Acceptance

By accessing or using the Software, or by signing an Order Form that references these Terms and Conditions, the Customer confirms that it has read, understood, and agrees to be bound by this Agreement.

KDBL Ltd · Registered in England and Wales · hello@kdbl.co.uk