Terms of Service

1. Acceptance of Terms

By accessing or using the Kovara platform ("Service"), you agree to be bound by these Terms of Service ("Terms") and our Privacy Policy. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation. If you do not agree to these Terms, you must not use the Service.

2. The Service

Kovara provides AI-powered business intelligence, analytics, and CQC readiness tooling for care home operators. The Service is made available on a subscription basis. We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with reasonable notice where practicable.

3. Accounts and Access

• You must provide accurate, current, and complete information when creating an account.
• You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.
• You must notify us immediately at support@kovaraintel.com if you suspect any unauthorised access.
• Accounts are for the named organisation only and may not be shared with third parties outside that organisation without our written consent.

4. Subscriptions and Payment

• Subscription fees are billed in advance on a monthly or annual basis as selected at checkout.
• All fees are exclusive of VAT or other applicable taxes, which will be added where required by law.
• Payments are processed by our third-party payment provider. Kovara does not store payment card details.
• If a payment fails, we will notify you and may suspend access to the Service until payment is resolved.
• You may cancel your subscription at any time; access will continue until the end of the paid period. We do not provide refunds for unused time except where required by applicable law.

5. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of applicable regulations, including CQC requirements.
• Attempt to gain unauthorised access to any part of the Service or its underlying infrastructure.
• Reverse engineer, decompile, or disassemble any part of the Service.
• Scrape, crawl, or systematically extract data from the Service without our prior written consent.
• Upload or transmit malware, viruses, or any code designed to disrupt or damage the Service.
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.
• Use the Service to process or store special-category personal data (as defined under UK GDPR) without first agreeing to a Data Processing Agreement with us.

6. Your Content

You retain ownership of all data, documents, and materials you upload to the Service ("Your Content"). By uploading Your Content, you grant Kovara a limited, non-exclusive, royalty-free licence to process it solely for the purpose of providing the Service to you. You warrant that Your Content does not infringe any third-party intellectual property rights and that you have all necessary consents to upload it (including from data subjects where it contains personal data).

7. Intellectual Property

All intellectual property rights in the Service, including software, algorithms, trademarks, and documentation, are owned by or licensed to Kovara. These Terms do not grant you any rights in Kovara's intellectual property except the limited right to use the Service in accordance with these Terms.

8. AI-Generated Outputs

The Service uses AI models to generate insights, summaries, and recommendations. These outputs are for informational purposes only and do not constitute professional, legal, financial, or regulatory advice. You are solely responsible for decisions made in reliance on AI-generated content. Kovara does not warrant the accuracy, completeness, or fitness for purpose of any AI-generated output.

9. Data Protection

Where you use the Service to process personal data on behalf of your organisation, Kovara acts as a data processor and you act as the data controller. A Data Processing Agreement ("DPA") governing such processing is available on request and, once signed, forms part of these Terms. Both parties agree to comply with all applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

10. Confidentiality

Each party agrees to keep the other party's confidential information (including pricing, business data, and technical details) strictly confidential and not to disclose it to any third party without prior written consent, except as required by law or regulation.

11. Disclaimers

The Service is provided "as is" and "as available". To the fullest extent permitted by law, Kovara disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or free of viruses or other harmful components.

12. Limitation of Liability

To the maximum extent permitted by applicable law, Kovara's total aggregate liability to you arising out of or in connection with these Terms or the Service shall not exceed the greater of (a) the total fees paid by you in the 12 months preceding the claim, or (b) £500. In no event shall Kovara be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill.

13. Indemnity

You agree to indemnify, defend, and hold harmless Kovara and its officers, directors, employees, and agents from and against any claims, liabilities, damages, and expenses (including reasonable legal fees) arising from your use of the Service, Your Content, or your violation of these Terms.

14. Termination

Either party may terminate these Terms at any time on written notice. Kovara may suspend or terminate your access immediately if you breach these Terms or if we are required to do so by law. On termination, your right to use the Service ceases immediately. We will make Your Content available for export for 30 days following termination, after which it may be deleted.

15. Changes to These Terms

We may update these Terms from time to time. We will give you at least 30 days' notice of material changes via email or an in-app notification. Continued use of the Service after the effective date of updated Terms constitutes your acceptance of the changes.

16. Governing Law and Disputes

These Terms are governed by the laws of England and Wales. Any dispute arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales. We will always try to resolve disputes amicably before resorting to formal proceedings.

17. General

• Entire agreement — these Terms (together with any signed DPA and order form) constitute the entire agreement between the parties relating to the Service.
• Severability — if any provision is found unenforceable, the remaining provisions continue in full force.
• Waiver — failure to enforce any right is not a waiver of that right.
• Assignment — you may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, or sale of assets.

18. Contact Us

For questions about these Terms, please contact us at legal@kovaraintel.com or write to Kovara, London, England.