Legal Page | Kowalah

Welcome to Kowalah! We provide a cloud-based platform (Platform) where you can manage your technology procurement processes using AI-powered tools.

In these terms and conditions (Terms), when we say you or your, we mean both you and, if applicable, any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean Keboko Limited, a company registered in England and Wales with company number 14637359.

These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms or throughout these Terms.

For questions about these Terms, or to get in touch with us, contact us using the details below:

Our contact details:

Keboko Limited, a company established in England and Wales. Our company registration number is 14637359.

Phone number: 07786983240

Geographical address: Bishopbrook House, Cathedral Avenue, Wells, England, BA5 1FD

Email address: charlie@kowalah.com

These Terms were last updated on 10 January 2025.

Engagement and Term
1. These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you and each Authorised User (if applicable) a right to use our Services for this period of time only (which may be suspended or revoked in accordance with these Terms).
2. You and each Authorised User (if applicable) must be at least 18 years old to use the Platform.
3. Variations to these Terms: We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account with effect from the date of the change in these Terms by providing written notice to us. If you close your Account, you will no longer be able to access our Services (including our Platform) on and from the date of cancellation.
4. If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.
5. We may integrate the services of third party providers, including OpenAI for AI technologies, Stripe for payment processing and Clerk for authentication Your use of OpenAI, Stripe and Clerk is subject to their respective terms of service. We will only use AI technologies when legally permitted and necessary for our business operations. We may also input your personal information into platforms provided by AI model service providers which may then be used to train the service provider’s AI model based on that information. We will treat information generated or inferred by the AI technologies about individuals as personal information and you maintain all rights over your personal information as outlined in our Privacy Policy, regardless of whether AI technologies are used in processing.
6. If you sign up for an Account through our website as a consumer, and you expressly request that we start providing you the Services within your 14-day cancellation period, and acknowledge that you will lose your right to cancel within the first 14 days under Consumer Laws.
Our Services
1. We provide the following services to you:
  1. access to our Platform; and
  2. access our troubleshooting support (Support Services), (collectively, our Services).
2. If you require Support Services, you may request these by getting in touch with us through our Platform.
3. Unless we agree otherwise, Support Services cannot be used to support any other products or services, and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.
4. Our Services do not constitute, and are not a substitute for financial, legal, due diligence or risk management advice.
5. In consideration of your payment of the Fees, we will provide the Platform in accordance with these Terms and all applicable laws, whether ourselves or through our personnel. We warrant to you that the Platform will be provided using reasonable care and skill.
6. We will not be responsible for any other services unless expressly set out in these Terms or on our Platform.
7. As part of the provision of the Services, we may make recommendations to you during each stage of the buying process (Recommendations). We cannot guarantee that our Services nor our Recommendations will be suitable or fit for purpose for any and all of your needs. Where you choose not to implement our Recommendations, despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against any Liability caused or contributed to by, or arising from or in connection with your technology procurement processes, where such Liability could have been avoided or reduced by implementing our Recommendations.
8. Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us).
9. Third Party Products or Services: Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise.
Accounts
1. You must register on the Platform and create an account (Account) to access and use our Platform, either as an individual or as a team.
2. You may register for an Account using your Google, Apple or Microsoft account (Single Sign-On Account). If you sign in to your Account using a Single Sign-On Account, you authorise us to access information from your Single Sign-On Account including your name and contact information.
3. While you have an Account with us, you agree to keep your information up-to-date (and ensure it remains true, accurate and complete).
4. You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details, and any activity from one of your Authorised Users. You agree to immediately notify us of any unauthorised use of your Account.
5. We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.
Authorised Users
1. Where you have created an Account as a team, you are permitted to invite a number of users to the Platform, who will be permitted to access and use the Platform under your Account (Authorised Users). We agree to provide you with the number of Authorised Users as set out in your Account.
2. The Authorised Users will have permission to access certain features of the Platform and your Account, as detailed in your Account and you may adjust these permission settings in your Account.
3. You must ensure that each Authorised User complies with these Terms and our End User Licence Agreement. You are responsible and liable for the acts or omissions of your Authorised Users.
4. Each Authorised User must agree to our End User Licence Agreement in order to access the Platform.
Free Access and Paid Access
1. The Services may begin with free access to the Platform that contains limited features, and will continue until you choose to upgrade your Account to a paid plan where you will have access to our wider range of features available to you. We determine free access eligibility in our sole discretion and we may limit eligibility to prevent free access abuse. We reserve the right to revoke the free access and suspend your Account at any time in the event that we determine that you are not eligible.
2. If you choose to upgrade your Account to a paid plan, you agree to pay the fees set out on the Platform (Fees) by the date specified on the Platform (Payment Date).
3. The payment methods we offer for the Fees are set out on the Platform. We may offer payment through a third-party provider, for example, Stripe. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.
4. You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.
5. We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.
6. To the extent permitted by law, and subject to your rights to cancel these Terms under clause 8 where you are a consumer for the purposes of the Consumer Laws, the Fees are non-refundable and non-cancellable once paid.
7. We may need to change the Fees from time to time. If we change the Fees, we will provide you with 30 days’ notice of the change. After 30 days, we will apply the updated Fee to the Services. If the updated Fee is not acceptable to you, you may cancel the Services in accordance with the ‘Cancellation’ clause.
8. If any payment has not been made in accordance with this clause 5, we may (at our absolute discretion):
  1. after a period of 5 Business Days, cease providing the Services, remove your access to your Account, and recover, as a debt due and immediately payable from you, our additional costs of doing so (including reasonable legal fees, debt collector fees and mercantile agent fees); and/or
  2. charge interest at a rate equal to 4% above the Bank of England’s base rate, from time to time, but at 4% a year for any period when that base rate is below 0%, per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with this clause 5.
9. Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).
Changes to the Services requested by you
1. If you wish to suspend or change the Services (for example, by upgrading to a paid plan or varying the number of Authorised Users associated with your Account), you must provide notice to us through your Account that you wish to suspend or vary the Services [at least [24 hours]] before the next Payment Date.
2. If you upgrade to a paid plan (or from an individual plan to a team plan), we will provide you with access to the relevant additional Platform features immediately, and the Fees will be due and payable as set out in your Account. If you downgrade from a paid plan to free access of the Platform, the changes will take effect at the expiry of your committed period.
Changes to the Platform
1. Minor changes to the Platform: We may change the Platform:
  1. to reflect changes in relevant laws and regulatory requirements; and
  2. to implement minor technical adjustments, improvements, and to keep up-to-date with technological advancements. These changes will not substantially affect your use of the Platform.
2. More significant changes to the Platform: We will try to avoid making any significant changes to the Services which are likely to materially disadvantage your use of the Services. However, where we intend to make a change to the Platform which may materially disadvantage your use of the Services, we will notify you in advance of making any changes, and you may then contact us to terminate these Terms and receive a full refund for any unused Services (if applicable) before the changes take effect.
3. Changes to AI technologies: We may update, modify, or replace the AI technologies used in our Platform from time to time. Such changes may be made to improve functionality, efficiency, accuracy, or to comply with legal or regulatory requirements. We will strive to implement these changes in a manner that minimizes disruption to your use of the Platform. However, you acknowledge that significant changes to our AI technologies may affect the output and functionality of the Platform. We are not liable for any loss or damage resulting from such changes, except as expressly set out in these Terms.
Your right to change your mind
1. This clause 8 applies where you set up an Account for the Platform in your capacity as a ‘consumer’, as that term is defined in Consumer Laws.
2. Except as set out below, you have the right to cancel your purchase of the Services, and receive a full refund of the Fees, without giving any reason, any time up to 14 days after the day you accept these Terms (Cooling-off Period). We agree not to provide you with access to the Platform during the Cooling-off Period, unless you make an express request for us to do so. You acknowledge and agree that after you have accepted these Terms, if you instruct us to provide you with access to the Platform (i.e. by logging in) during the Cooling-off Period, this will be taken to be an express request by you, and you will lose your right to cancel.
3. When you don't have the right to change your mind: You do not have a right to change your mind and cancel the Services during the Cooling-off Period if you expressly request to access the Platform during the Cooling-off Period.
4. Tell us you want to cancel these Terms: If you want to cancel or terminate these Terms in accordance with this clause 8, you should contact us using the contact details set out at the start of these Terms, or by using the Model Cancellation Form at Attachment 1 to these Terms.
5. When your refund will be made: We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind under this clause 8, then your refund will be made within 14 days of your telling us you have changed your mind.
Platform Licence
1. While you have an Account, we grant you a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person.
2. You must not:
  1. access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
  2. interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;
  3. introduce any viruses or other malicious software code into our Platform;
  4. use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;
  5. attempt to access any data or log into any server or account that you are not expressly authorised to access;
  6. use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
  7. circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
  8. access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.
Availability, Disruption and Downtime
1. While we strive to always make our Services available to you, we do not make any guarantees that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
2. Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
3. We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.
Intellectual Property and Data
1. You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the Platform, the Platform itself (including how it looks and functions), any algorithms or machine learning models used on the Platform, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property (Our Intellectual Property) will at all times vest, or remain vested, in us.
2. Where you are using our Services as a consumer, we authorise you to use Our Intellectual Property solely for your personal use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party.
3. Where you are using our Services as a business, we authorise you to use Our Intellectual Property solely for your limited commercial use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party. Use must be limited to Authorised Users on devices that are controlled or approved by you.
4. You must not, without our prior written consent:
  1. copy, in whole or in part, any of Our Intellectual Property;
  2. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
  3. breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property, downloading Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.
5. Your Data You own all data, information, personal data, or content you and your Authorised Users upload into the Platform (Your Data), as well as any data or information output from the Platform using Your Data as input (Output Data). Note that Output Data does not include the Analytics (as described below).
6. You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use Your Data and the Output Data to:
  1. communicate with you;
  2. supply the Platform to you and otherwise perform our obligations under these Terms;
  3. diagnose problems with the Platform;
  4. enhance and otherwise modify the Platform, including to train and improve our AI technologies;
  5. perform Analytics;
  6. develop other services, provided we de-identify Your Data; and
  7. as reasonably required to perform our obligations under these Terms.
7. You agree that you are solely responsible for all of Your Data that you and your Authorised Users make available on or through the Platform. You represent and warrant that:
8. you are either the sole and exclusive owner of Your Data or you have all rights, licences, consents and releases that are necessary to grant to us the rights in Your Data (as contemplated by these Terms); and
9. neither Your Data nor the posting, uploading, publication, submission or transmission of Your Data or our use of Your Data on, through or by means of our Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
10. You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own business purposes, provided that the Analytics do not contain any identifying information.
11. We do not endorse or approve, and are not responsible for, any of Your Data.
12. You are responsible for (meaning we are not liable for) the integrity of Your Data on your systems, networks or any device controlled by you.
13. You acknowledge and agree that the Platform and the integrity and accuracy of the Output Data is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Platform.
14. This clause will survive the termination or expiry of these Terms.
Your Warranties
1. You represent, warrant and agree that:
  1. you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
  2. there are no legal restrictions preventing you from entering into these Terms;
  3. all information and documentation that you provide to us in connection with these Terms is true, correct and complete; and
  4. you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.
Limitations on and Exclusions to our Liability
1. Nothing in these Terms limits any Liability which cannot legally be limited, including Liability for:
  1. death or personal injury caused by negligence; and
  2. fraud or fraudulent misrepresentation.
  3. Subject to clauses 13.1 (liability which cannot legally be limited), but despite anything to the contrary, to the maximum extent permitted by law:
  4. if you are not a ‘consumer’ as defined in the Consumer Rights Act 2015, neither Party will be liable for any Consequential Loss;
  5. where you are a ‘consumer’ as defined in the Consumer Rights Act 2015, and you use the Goods and Services for any commercial, business or re-sale purpose, we will have no liability to you for any loss of profit, loss of business, loss of data, business interruption, or loss of business opportunity;
  6. a Party’s liability for any liability under this Agreement will be reduced proportionately to the extent the relevant liability was caused or contributed to by the negligent or unlawful acts or omissions of, or breach of this Agreement, by the other Party; and
  7. our aggregate liability for any and all Liability arising from or in connection with this Agreement will be limited to 100% of the Fees paid or payable by you during the first 12 months of the Term.
2. We have given commitments as to the compliance of the Platform with these Terms and applicable Laws in clause 2.5. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the maximum extent permitted by law, excluded from these Terms.
3. This clause 13 will survive the termination or expiry of these Terms.
Termination
1. Cancellation: You may request to cancel the Services at any time by notifying us via the ‘cancel my Account’ feature in your Account. Your cancellation will take effect immediately where you have free access to the Platform, and from the next Payment Date where you have a paid plan. If you cancel the Services because we have changed the Services inclusions and the change has a substantial and adverse impact on you, or we have changed the Fees, then the termination of the Services will be immediate, and we will refund you for any Fees that you have paid upfront but have not been used on a pro-rata basis.
2. We may terminate these Terms (meaning you will lose access to our Services, including access to your Account) if:
  1. you do not pay the Fees as they fall due;
  2. you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
  3. you breach these Terms and that breach cannot be remedied; or
  4. you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).
3. Should we suspect that you are in breach of these Terms, we may suspend your access to the Platform while we investigate the suspected breach.
4. Upon expiry or termination of the Services, we will retain Your Data (including copies) as required by law or regulatory requirements (and where we have entered into a data processing agreement with you, in accordance with the data processing agreement).
5. Where termination is due to our breach of these Terms, we agree to refund you for any prepaid unused Fees on a pro-rata basis.
6. Termination of the Services will not affect any rights or liabilities that a Party has accrued under these Terms.
7. This clause will survive the termination or expiry of these Terms.
General
1. Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
2. Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
3. Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.
4. Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. If the Dispute is not resolved at that initial meeting:
  1. where you are resident or incorporated in England and Wales, refer the matter to mediation, administered by The Centre for Effective Dispute Resolution; or
  2. where you are not resident or incorporated in England and Wales, refer the matter to arbitration administered by the London Court of International Arbitration (LCIA), with such arbitration to be conducted in London, before one arbitrator, in English and in accordance with the LCIA Arbitration Rules.
5. Force Majeure: To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of our reasonable control.
6. Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications
7. Governing law: These Terms are governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts. The Platform may be accessed in the UK and overseas. We make no representation that the Platform complies with the laws (including intellectual property laws) of any country outside of the UK. If you access the Platform from outside the UK, you do so at your own risk and are responsible for complying with the laws in the place you access the Platform. The United Nations Convention of Contracts for the International Sale of Goods is expressly excluded from these Terms.
8. Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
9. Publicity: You agree that, subject to your prior written consent, we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.
10. Privacy: All personal data you and your Authorised Users provide to us will be treated in accordance with Applicable Data Protection Law. To the extent that we act as the Processor of any Personal Data of which you are the Controller (as these terms are defined in the Data Protection Act 2018), the Parties each agree to comply with the terms of our Data Processing Addendum, which is available on our website here forms part of these Terms.
11. Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
12. Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us.
Definitions
1. Applicable Data Protection Law means the laws and regulations applicable to the processing of Personal Data by the Parties in connection with the Terms, including the Data Protection Act 2018.
2. Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
3. Consumer Laws means any laws applying to you as a consumer, including the Consumer Rights Act 2015 and The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
4. Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, business names, get-up, goodwill, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application for registration of, and any improvements, enhancements or modifications of, the foregoing, and any right to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future, including in respect of the foregoing.
5. Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

ATTACHMENT 1 – MODEL CANCELLATION FORM

(Complete and return this form only if you wish to withdraw from the contract)

To [TRADER'S NAME, ADDRESS, TELEPHONE NUMBER AND, WHERE AVAILABLE, FAX NUMBER AND E-MAIL ADDRESS TO BE INSERTED BY THE TRADER]

I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/for the supply of the following service [*],

Ordered on [*]/received on [*],

Name of consumer(s),

Address of consumer(s),

Signature of consumer(s) (only if this form is notified on paper),

Date

[*] Delete as appropriate

Terms and Conditions