Last updated: 30 March 2026

These Terms and Conditions (“Terms”) govern your access to and use of the services provided by Koovo Limited (“Koovo”, “we”, “us” or “our”).

Please read these Terms carefully. By clicking to accept them, signing an Order, creating an account, accessing or using the Services, or permitting any User to do so, you agree to be bound by these Terms.

If you do not agree to these Terms, you must not access or use the Services.

1. Who we are

Koovo Limited is a company incorporated in England and Wales.

Company number: 16994171
Registered office: Shelton House, Shelton, Newark, Nottinghamshire, United Kingdom, NG23 5JQ

2. Agreement structure

2.1 These Terms form part of the agreement between you and Koovo (the “Agreement”).

2.2 The Agreement may include, as applicable:

a. these Terms;
b. any order form, proposal, quote, subscription schedule, statement of work or other ordering document agreed between the parties (each an “Order”);
c. the Koovo Data Processing Addendum or Data Processing Agreement (“DPA”);
d. the Koovo Privacy Policy;
e. the Koovo Cookie Notice;
f. any Service-Specific Terms, feature terms, beta terms or acceptable use policies; and
g. any other document expressly incorporated by reference.

2.3 If there is any conflict between the documents forming the Agreement, the order of precedence is:

a. the Order;
b. the DPA, but only with respect to processor-side personal data obligations;
c. Service-Specific Terms;

d. these Terms;
e. the Privacy Policy; and
f. any other incorporated document, unless the relevant document states otherwise.

3. Definitions

In these Terms:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means direct or indirect ownership or control of more than 50% of the voting interests or the power to direct management and policies.

“AI Input Data” means Customer Data used in connection with AI-assisted or automated features, including prompts, instructions, uploaded content, extracted text, corrections, annotations, metadata and interaction data.

“AI Output” means output, suggestion, classification, extraction, summary, draft, recommendation or other result generated by or returned from the Services using AI-assisted or automated functionality.

“Aggregated Data” means data derived from Customer Data that has been combined with other data and processed so that it does not identify Customer or any natural person.

“Authorised User” or “User” means a named individual authorised by Customer to access and use the Services. Users may include Customer’s employees, contractors, consultants, bookkeepers, accountants, professional advisers, finance team members, administrators, consolidators and other persons acting on Customer’s behalf.

“Confidential Information” means information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including the Agreement, software, security information, pricing, product plans, technical information, Customer Data and non-public business information.

“Customer”, “you” or “your” means the person or legal entity accepting the Agreement and any Affiliates expressly authorised under an Order.

“Customer Data” means any data, information, document, image, file, prompt, text, invoice, receipt, bill, transaction record, extracted field, metadata, annotation, correction, AI Input Data, AI Output, or other material provided, uploaded, submitted, synced, imported, generated or otherwise made available by Customer, Users, or on Customer’s behalf through or in connection with the Services, excluding Koovo Data.

“Data Protection Laws” means all applicable laws and regulations relating to privacy, data protection, confidentiality, security or processing of personal data, including the UK GDPR, the Data Protection Act 2018, PECR, and any legislation implementing, replacing or supplementing them.

“Documentation” means the user guides, manuals, onboarding materials, support materials, specifications and other documentation we make available for the Services, as updated from time to time.

“DPA” means the Koovo data processing addendum or data processing agreement incorporated into the Agreement.

“Effective Date” means the earlier of the date on which you accept the Agreement, sign an Order, create an account, or first access or use the Services.

“Fees” means the fees payable for the Services as set out in the applicable Order or pricing agreed by the parties.

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trade marks, service marks, business names, domain names, rights in trade dress, goodwill, database rights, design rights, rights in software, rights in confidential information, know-how, trade secrets, and all other intellectual property and proprietary rights, whether registered or unregistered, including applications for and renewals or extensions of such rights.

“Koovo Data” means data about the configuration, operation, support, administration, security, performance and use of the Services, excluding Customer Data, but including system logs, telemetry, product analytics, service metadata, Documentation and other information generated or made available by Koovo in connection with the Services.

“Order” has the meaning given in clause 2.2(b).

“Personal Data” has the meaning given in applicable Data Protection Laws.

“Privacy Policy” means the Koovo privacy policy made available by us, as updated from time to time.

“Services” means the software, platform, applications, APIs, features, modules, automations, OCR capabilities, AI-assisted features, integrations, hosted services and related services provided by Koovo under the Agreement, including Updates, but excluding Third-Party Services.

“Service Data” means Koovo Data together with Aggregated Data and De-Identified Data.

“Subscription Term” means the subscription period stated in the applicable Order, including any renewal period.

“Third-Party Service” means any third-party software, platform, cloud service, integration, model, OCR tool, AI system, hosting provider, identity provider, banking service, accounting platform, communication tool or other service not provided by Koovo.

“Updates” means changes, patches, bug fixes, enhancements, revisions, new versions, upgrades or modifications to the Services or Documentation.

4. Business use only

4.1 The Services are intended for business use only.

4.2 You represent and warrant that you are using the Services for business, professional or commercial purposes and not as a consumer.

4.3 The Services are designed to assist with bookkeeping, document processing, extraction, classification, reporting, reconciliation and related workflows. The Services do not provide legal, accounting, audit, investment, tax or financial advice, and you remain responsible for reviewing and validating outputs before relying on them.

5. Access to the Services

5.1 Subject to the Agreement and payment of the applicable Fees, Koovo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services and Documentation for Customer’s internal business purposes.

5.2 Customer may permit Authorised Users to access and use the Services in accordance with the Agreement, the Documentation, and any usage limits stated in an Order.

5.3 Customer is responsible for:

a. issuing and administering User accounts;
b. managing permissions, roles and access rights;
c. ensuring that only authorised persons access the Services; and
d. all acts and omissions of its Users and anyone accessing the Services using Customer’s credentials.

5.4 If Customer authorises accountants, bookkeepers, advisers, consolidators or other third parties to access the Services or Customer Data on its behalf, Customer is responsible for that access and for ensuring those persons have authority to act for Customer.

6. Customer responsibilities

6.1 Customer is responsible for:

a. the accuracy, quality, legality and integrity of Customer Data;
b. the means by which Customer acquires Customer Data and provides it to Koovo;
c. ensuring that Customer and its Users have all rights, permissions, notices and lawful bases necessary to upload, submit, share, access and process Customer Data using the Services;
d. configuring user roles, permissions and access rights appropriately;
e. reviewing outputs generated by the Services before relying on them;
f. maintaining the confidentiality of account credentials; and
g. using the Services in accordance with applicable law and the Agreement.

6.2 Customer must not, and must not permit any User or third party to:

a. use the Services in a way that violates applicable law, infringes third-party rights, or breaches the Agreement;
b. upload malicious code, malware, or harmful content;

c. interfere with or disrupt the Services or related systems;
d. attempt to gain unauthorised access to the Services or related systems;
e. reverse engineer, decompile, disassemble, copy, frame, mirror, modify or create derivative works from the Services, except to the extent expressly permitted by law and incapable of exclusion;
f. resell, lease, rent, timeshare, service-bureau, commercially exploit or otherwise make the Services available to third parties, except as expressly permitted by an Order;
g. use the Services to build a competing product or service; or
h. submit payment card authentication data, or special category or highly sensitive personal data where the Services are not intended or configured for it, unless expressly agreed in writing by Koovo.

6.3 Customer will provide accurate, current and complete information when creating and administering accounts and using the Services.

7. Accountants, advisers and consolidators

7.1 Authorised Users may include accountants, bookkeepers, finance staff, advisers, consolidators and similar roles.

7.2 Customer acknowledges that Users authorised to access the Services may be able to view Customer Data, AI Output, reports, extracted fields and consolidated information according to the access permissions configured by or on behalf of Customer.

7.3 Customer is responsible for carefully considering and managing User permissions to protect the confidentiality of Customer Data.

7.4 Where a User is an accountant, adviser, consolidator or other third party acting for Customer, Customer represents and warrants that such person has been properly authorised by Customer to access, use, review, process or act on Customer Data and the Services.

8. Orders, subscriptions and fees

8.1 The Services are subscribed for under an Order.

8.2 Unless otherwise stated in the applicable Order:

a. Fees are invoiced in advance;
b. Fees are non-cancellable and non-refundable; and
c. purchased subscriptions cannot be reduced during the current Subscription Term.

8.3 Customer must pay all Fees in the currency and by the due date stated in the Order or invoice.

8.4 Fees are exclusive of VAT and any other taxes, duties or levies, except taxes based on Koovo’s net income.

8.5 If payment is overdue, Koovo may charge interest on the overdue amount at the lower of:

a. 1.5% per month; and
b. the maximum rate permitted by law.

8.6 Koovo may suspend access to the Services for non-payment after giving reasonable notice, without prejudice to any other rights or remedies.

8.7 Unless otherwise stated in the Order, subscriptions renew automatically for successive periods equal to the initial Subscription Term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

9. Third-Party Services and integrations

9.1 The Services may interoperate with or rely on Third-Party Services, including cloud hosting providers, OCR tools, AI providers, accounting platforms, identity providers, payment providers and integrations.

9.2 If Customer enables or uses a Third-Party Service with the Services:

a. Customer authorises Koovo to exchange Customer Data and other relevant information with that Third-Party Service as necessary to provide the relevant functionality;
b. Customer is responsible for complying with any third-party terms applicable to that Third- Party Service; and
c. Koovo is not responsible for Third-Party Services, except to the extent expressly stated in the Agreement.

9.3 Koovo may add, remove, change or discontinue integrations or interoperability features where reasonably necessary due to changes in third-party services, law, security, technical feasibility or commercial arrangements.

10. Proprietary rights and data ownership

10.1 Subject to the limited rights expressly granted in the Agreement, Koovo and its licensors retain all right, title and interest in and to:

a. the Services;
b. Koovo Data and Service Data;
c. the Documentation;
d. Koovo’s software, models, systems, methods, workflows, APIs, know-how, branding and underlying technology; and
e. all related Intellectual Property Rights.

10.2 As between Koovo and Customer, Customer retains all right, title and interest in and to Customer Data.

10.3 Subject to clause 10.4, Koovo does not claim ownership in Customer-specific AI Output solely on the basis that it is generated through Customer’s use of the Services. Customer is responsible for reviewing and deciding how to use any AI Output.

10.4 Nothing in the Agreement transfers ownership of:

a. the Services or underlying models to Customer;
b. Koovo’s improvements, training processes, evaluation methods, derived model weights, system prompts, benchmarking processes, product analytics or other Koovo intellectual property; or
c. any Aggregated Data, De-Identified Data or Service Data generated by or for Koovo.

11. Customer licence to Koovo

11.1 Customer grants Koovo, its Affiliates, subprocessors, contractors and service providers a worldwide, royalty-free, non-exclusive licence during and, where necessary for the purposes below, after the Subscription Term to host, store, copy, transmit, display, parse, extract, transform, analyse, process, adapt, reproduce, reformat, combine, create derivative works from and otherwise use Customer Data, including AI Input Data and rights subsisting in AI Output, to:

a. provide, operate, host, secure, administer, support and improve the Services;
b. perform OCR, extraction, classification, matching, summarisation, reconciliation, workflow
processing, reporting, automation and related functionality;
c. maintain integrations and exchange data with enabled Third-Party Services;
d. monitor usage, performance, quality, reliability and security;
e. troubleshoot, diagnose and resolve technical or support issues;
f. comply with law, regulation, legal process or industry requirements;
g. enforce the Agreement and protect the Services and related systems;
h. create and use Aggregated Data, De-Identified Data and Service Data; and
i. exercise Koovo’s rights and perform its obligations under the Agreement.

11.2 Customer further grants Koovo, its Affiliates and service providers a worldwide, royalty- free, irrevocable, perpetual, non-exclusive, sublicensable licence to use Customer Data, including personal data, AI Input Data, AI Output, user corrections, annotations, labels, prompts, extracted content, metadata and related derived data, to:

a. carry out research and development;
b. create, curate, maintain and use training, validation and test datasets;
c. train, fine-tune, calibrate, evaluate, validate, benchmark, monitor and improve AI systems, machine-learning systems, extraction engines, OCR systems, automation tools and related models;
d. develop, improve, refine, test and make available new and existing features, services, models and functionality;
e. improve performance, accuracy, robustness, safety, bias detection, quality and reliability; and
f. provide product improvements and new functionality to Customer, other Koovo customers and users of Koovo services generally.

11.3 Customer acknowledges and agrees that the processing described in clause 11.2 may be carried out by Koovo for its own purposes and that, to the extent required by applicable law, Koovo may act as a controller in relation to that processing, as further described in the Privacy Policy.

11.4 Customer acknowledges that the licence in this clause 11 is a material part of the commercial basis on which Koovo provides the Services

12. Aggregated, de-identified and service data

12.1 Koovo may create, generate, derive, use, disclose, licence, commercialise and otherwise exploit Aggregated Data, De-Identified Data and Service Data for any lawful purpose, including analytics, benchmarking, service improvement, model development, testing, security, commercial insights and product development, provided that such data does not identify Customer or any natural person.

12.2 Customer acknowledges that pseudonymised or partially transformed data may still be personal data, and nothing in this clause limits Koovo’s obligations under Data Protection Laws where personal data is involved

13. Feedback

13.1 Customer and its Users may provide Koovo with suggestions, ideas, enhancement requests, comments, corrections, recommendations or other feedback relating to the Services (“Feedback”).

13.2 Customer grants Koovo a worldwide, royalty-free, perpetual, irrevocable, transferable, sublicensable, non-exclusive right to use, exploit, reproduce, adapt, disclose, distribute and incorporate Feedback for any lawful purpose without restriction or obligation.

14. Data protection and privacy

14.1 Each party will comply with Data Protection Laws applicable to it in connection with the Agreement.

14.2 Where Koovo processes Personal Data on Customer’s behalf as a processor, the DPA applies and is incorporated into the Agreement.

14.3 Customer instructs Koovo to process Personal Data as necessary to provide the Services and as otherwise documented in the Agreement, the applicable Order and the DPA.

14.4 Customer represents and warrants that:

a. it has all rights, consents, permissions, notices and lawful bases necessary for Customer Data to be disclosed to and processed by Koovo and its subprocessors in accordance with the Agreement;
b. it has provided all required privacy information to relevant individuals;
c. it has authority to permit accountants, advisers, consolidators and other Users to access Customer Data; and
d. it has authority to grant the rights and licences set out in clause 11.

14.5 Customer acknowledges that Koovo may process certain Personal Data as a controller for its own business purposes, including account administration, billing, support, security, fraud prevention, service analytics, compliance, and the model training, evaluation and improvement activities described in clause 11.2, as described in the Privacy Policy.

14.6 Koovo may use subprocessors in accordance with the DPA and any applicable subprocessor notice or list made available by Koovo.

15. Confidentiality

15.1 Each party receiving Confidential Information (“Receiving Party”) will:

a. use the other party’s Confidential Information only as necessary to perform the Agreement or exercise its rights under it;
b. protect the other party’s Confidential Information using at least reasonable care; and
c. not disclose the other party’s Confidential Information except as permitted by the Agreement.

15.2 The Receiving Party may disclose Confidential Information to its Affiliates, employees, advisers, contractors and service providers who need access for purposes consistent with the Agreement, provided they are bound by confidentiality obligations no less protective than those in this clause.

15.3 Confidential Information does not include information that:

a. is or becomes publicly available through no breach of the Agreement;
b. was lawfully known to the Receiving Party without confidentiality obligation before disclosure;
c. is lawfully received from a third party without confidentiality obligation; or
d. is independently developed without use of the disclosing party’s Confidential Information.

15.4 A party may disclose Confidential Information where required by law, court order or regulatory authority, provided that where legally permitted it gives prior notice to the other party.

16. Security

16.1 Koovo will maintain appropriate technical and organisational measures designed to protect the Services and Customer Data against unauthorised or unlawful access, use, disclosure, loss, alteration or destruction, taking into account the nature of the Services and the risks involved.

16.2 Customer is responsible for maintaining the security of its own systems, devices, credentials, networks and User administration.

17. Support, updates and changes to the Services

17.1 Koovo may provide support and service levels as described in the applicable Order, Documentation or support policy.

17.2 Koovo may make Updates, improvements, modifications or changes to the Services from time to time.

17.3 Koovo may discontinue features, modules or functionality where reasonably necessary for legal, regulatory, security, technical or commercial reasons, provided that Koovo will use reasonable efforts not to materially reduce the core functionality of the Services during a paid Subscription Term, except where such reduction is required by law, security or third-party dependency changes.

17.4 Koovo may offer beta, trial, early access or preview features. Such features are provided “as is”, may be changed or withdrawn at any time, and may be subject to additional terms.

18. Warranties

18.1 Each party warrants that it has the legal power and authority to enter into the Agreement.

18.2 Koovo warrants that it will provide the Services with reasonable skill and care.

18.3 Customer warrants that:

a. it has all necessary rights and authority to enter into the Agreement and grant the licences in it;
b. Customer Data and its use under the Agreement will not infringe third-party rights or violate applicable law; and
c. it will use the Services in accordance with the Agreement and applicable law.

18.4 Except as expressly stated in the Agreement, the Services, Documentation, AI Output, integrations, beta features and any related materials are provided “as is” and “as available”.

18.5 To the maximum extent permitted by law, Koovo disclaims all implied conditions, warranties, representations and terms, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, uninterrupted availability, error-free operation, or that AI Output will be accurate, complete, current or suitable for any particular purpose.

19. Indemnities

19.1 Customer will indemnify, defend and hold harmless Koovo, its Affiliates and their respective officers, employees, contractors and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any third-party claim resulting from:

a. Customer Data;
b. Customer’s or any User’s use of the Services in breach of the Agreement or applicable law;
c. Customer’s breach of clause 14.4; or
d. any allegation that Customer Data or its use as permitted under the Agreement infringes or misappropriates third-party rights.

19.2 Koovo will promptly notify Customer of any claim under clause 19.1 and give Customer
reasonable cooperation and control of the defence and settlement, provided Koovo may participate with its own counsel at its own expense.

20. Indemnities

20.1 Nothing in the Agreement excludes or limits liability for:

a. death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation;
c. any liability that cannot lawfully be excluded or limited; or
d. Customer’s payment obligations.

20.2 Subject to clause 20.1, neither party will be liable to the other for any:
a. loss of profits;
b. loss of revenue;
c. loss of business;
d. loss of goodwill;
e. loss of anticipated savings;
f. loss or corruption of data; or
g. indirect, consequential or special loss,

whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable.

20.3 Subject to clauses 20.1 and 20.4, each party’s total aggregate liability arising out of or in connection with the Agreement will not exceed the total Fees paid or payable by Customer to Koovo under the Agreement in the 12 months preceding the event giving rise to the claim.

20.4 The exclusions and cap in clauses 20.2 and 20.3 do not apply to:

a. Customer’s breach of clause 11, 14.4 or 15;
b. Customer’s indemnity obligations under clause 19;
c. Customer’s misuse of the Services or infringement of Koovo’s Intellectual Property Rights; or
d. Customer’s payment obligations.

21. Suspension

21.1 Koovo may suspend access to all or part of the Services immediately on notice if:

a. Customer materially breaches the Agreement;
b. Fees are overdue;
c. Koovo reasonably believes suspension is necessary to protect the Services, Customer Data, other customers or third parties from harm, security risk, fraud or misuse;
d. required by law, regulation, court order or a governmental authority; or
e. a Third-Party Service on which the relevant functionality depends is unavailable or suspended and Koovo cannot reasonably continue to provide the affected functionality.

21.2 Where reasonably practicable, Koovo will give advance notice of suspension and work with Customer to restore access once the issue has been resolved.

22. Term and termination

22.1 The Agreement starts on the Effective Date and continues until all Subscription Terms have expired or been terminated.

22.2 Either party may terminate the Agreement or an affected Order immediately by written notice if the other party:

a. materially breaches the Agreement and, if the breach is remediable, fails to remedy it within 30 days after receiving written notice;
b. ceases business or becomes insolvent; or
c. suffers an event analogous to insolvency in any relevant jurisdiction.

22.3 Koovo may terminate the Agreement or any Order for convenience on not less than 30 days’ written notice if Customer is using a free or trial version of the Services.

22.4 Customer may elect not to renew a Subscription Term by giving notice in accordance with clause 8.7.

23. Effect of termination

23.1 On termination or expiry of the Agreement or relevant Order:

a. Customer’s rights to access and use the affected Services end;
b. Customer must cease use of the affected Services and Documentation;
c. each party must, on request, return or destroy the other party’s Confidential Information, subject to lawful retention rights; and
d. accrued rights and remedies are unaffected.

23.2 Subject to the Agreement, Koovo may permit Customer a limited post-termination period to export Customer Data, where reasonably practicable and if Customer has paid all amounts due.

23.3 Koovo may retain and delete Customer Data in accordance with the DPA, the Privacy Policy, Koovo’s retention practices, backup cycles, legal obligations, and the licences granted under clause 11.

23.4 Termination or expiry does not affect any rights granted to Koovo under clause 11 or clause 13 that by their nature are intended to survive.

24. Changes to the Agreement

24.1 Koovo may update these Terms, the Privacy Policy, the DPA or other incorporated documents from time to time.

24.2 If Koovo makes a material adverse change to these Terms during a current paid Subscription Term, Koovo will provide reasonable notice, such as by email or in-product notice.

24.3 Continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms, except to the extent an Order expressly fixes terms for a stated Subscription Term.

25. Publicity

25.1 Unless otherwise agreed in writing, Koovo may identify Customer by name and logo as a customer of Koovo on Koovo’s website and in customer lists and marketing materials.

25.2 Koovo will comply with any reasonable brand guidelines provided by Customer for such use.

26. Notices

26.1 Notices under the Agreement must be in writing.

26.2 Koovo may give notices to Customer by email, through the Services, or by posting them in Customer’s account.

26.3 Customer may give notices to Koovo by email to the contact address specified in the applicable Order or by writing to Koovo’s registered office.

26.4 Notices are deemed received:

a. if sent by email, when successfully sent, unless the sender receives an error message;
b. if posted in the Services, when posted; and
c. if sent by pre-paid post, two Business Days after posting within the UK.

27. Force majeure

27.1 Neither party will be liable for delay or failure to perform its obligations under the Agreement to the extent caused by circumstances beyond its reasonable control, including natural disasters, epidemic or pandemic, war, terrorism, labour disputes, internet or telecommunications failures, third-party hosting or cloud failures, government action, or cyberattacks despite reasonable security measures.

27.2 This clause does not excuse Customer’s obligation to pay Fees already due.

28. Assignment and subcontracting

28.1 Customer may not assign, transfer, novate, charge or otherwise dispose of any rights or obligations under the Agreement without Koovo’s prior written consent, not to be unreasonably withheld or delayed.

28.2 Koovo may assign, transfer, novate or subcontract any of its rights or obligations under the Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets.

29. Entire agreement

29.1 The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, negotiations, proposals and agreements relating to that subject matter.

29.2 Each party acknowledges that it has not relied on any statement, representation or warranty not expressly set out in the Agreement, except that nothing excludes liability for fraud or fraudulent misrepresentation.

30. No partnership; third-party rights

30.1 Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship between the parties.

30.2 A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement, except where the Agreement expressly states otherwise

31. Governing law and jurisdiction

31.1 The Agreement and any dispute or claim arising out of or in connection with it, its subject matter or formation, whether contractual or non-contractual, are governed by the laws of England and Wales.

31.2 The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement, except that Koovo may seek injunctive or similar relief in any court of competent jurisdiction.