Terms of Service

Kavida Technologies Ltd

These Terms of Service constitute a legally binding agreement between you and Kavida Technologies Ltd (together with its affiliates, “Kavida”, “we,” “our” or “us”) governing your use of our products, services, mobile application (the “App”), and website (the “Site” and collectively with the foregoing, the “Services”).  

 YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, DOWNLOADING THE APP OR ANY APP UPGRADES, USING THE APP ON YOUR MOBILE DEVICE, OR ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE OR THE APP. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES. These Terms of Service are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access the Services, whichever is earlier. If you accept or agree to these Terms of Service on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms of Services; (ii) you have read and understand these Terms of Service; and (iii) you agree to these Terms of Service on behalf of the party that you represent and any permitted users of such party. In such an event, “you” and “your” will refer and apply to your employer or such other legal entity.  

 Any personal data you submit to us or which we collect about you is governed by our Privacy Policy (“Privacy Policy”). You acknowledge that by using the Services, you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this “Agreement.”  


1. Our Services

We provide a platform that can structure Purchase Order documents and communications from suppliers and communicate on your behalf to automate work 

2. Account, Password, Security, and Mobile Phone Use

You must register with Kavida and create an account to use the Services (an “Account”) and as part of that process you will be requested to provide certain information, including without limitation your name, and email address. By using the Services, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any log-in, password, and Account number provided by you or given to you by Kavida for accessing the Services. You are solely and fully responsible for all activities that occur under your password or Account.  Kavida has no control over the use of any user’s Account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to contact Kavida immediately.  

 The person signing up for the Services will be the contracting party (“Account Owner”) for the purposes of these Terms of Service and will be the person who is authorized to use any corresponding Account we provide to the Account Owner in connection with the Services; provided, however, that if you are signing up for the Services on behalf of your employer, your employer shall be the Account Owner. As the Account Owner, you are solely responsible for complying with these Terms of Service and only you are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. You must immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your Account. 

3. Billing and Payment

Payment and any other expenses must be paid through the third party payment processing system (the “ PSP”) as indicated on the Services. You may be required to register with the PSP, agree to terms of service of the PSP, provide your payment details to the PSP and go through a vetting process at the request of the PSP to set up an account with the PSP (the “PSP Services Agreement”). By accepting these Terms of Service, you agree that you have downloaded or printed, and reviewed and agreed to, the PSP Services Agreement. Please note that Kavida is not a party to the PSP Services Agreement and that you, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and that Kavida has no obligations, responsibility or liability to any user or any other party under the PSP Services Agreement.  

All prices and fees displayed on the Services are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services or other taxes, fees or charges now in force or enacted in the future (“Taxes”). Any applicable Taxes are based on the rates applicable to the billing address you provide to us, and will be calculated at the time a transaction is charged to your Account. Unless otherwise indicated, all prices, fees and other charges are in U.S. dollars, and all payments shall be in U.S. or UK currency.  

 Billing for the Services will occur on a monthly basis, with charges automatically applied to the credit or debit card you have on file with us at the time of billing. You authorize us to automatically charge the card on file for any and all fees incurred in your account during each billing cycle, without requiring separate confirmation at the time of each transaction 

 Price adjustments may occur when a new Statement of Work is executed; however, all terms regarding such adjustments shall be governed by this Master Service Agreement, which serves as the overarching contract for services provided 

4. Service Commitment and Upgrades

This initial commitment serves as the foundation for service delivery, allowing users to explore and utilize basic functionalities before opting for upgraded services through a signed Statement of Work

Upon signing the Statement of Work for upgrades, billing for the new services will be automatically adjusted and charged to the credit or debit card on file, in accordance with the terms set forth in this Master Service Agreement 

Upon signing a Statement of Work specifying a minimum contract duration, such as a 12-month period, the cancellation provisions outlined in this Master Service Agreement do not apply, and the user agrees to adhere to the terms specified in the Statement of Work for the duration of the contract 

5. Cancellation and Termination

Users may cancel their monthly subscription service at any time by notifying support@kavida.ai and will be billed on a pro rata basis; however, if they have signed a separate Statement of Work with a specified minimum contract duration, the general cancellation policy does not apply, and they are obligated to fulfil the terms and duration outlined in that Statement of Work 

6. Amendment of Master Service Agreement (MSA)

Mutual Consent: Any amendments or modifications to this Master Service Agreement must be mutually agreed upon by both parties. Such amendments shall be effective only if made in writing and signed by duly authorized representatives of both parties. 

Written Agreement: Each party must ensure that any proposed changes, including any additional or altered terms and conditions, are documented in a written amendment to this Agreement. This amendment will specify the changes to the Agreement, the effective date of such changes, and any adjustments to fees or services resulting from such changes.

No Oral Modification Compliance: No modification or amendment of any of the provisions of this Agreement shall be valid unless in writing and signed by both parties. This clause is intended to prevent any issues of enforceability that may arise from oral agreements or informal exchanges that could be construed as altering the terms of the Agreement.

Notification and Review: Prior to the execution of any amendment, the proposing party shall provide a draft of the proposed changes to the other party. Each party shall have a reasonable period, not to exceed 30 days, to review the proposed amendment before it is signed, unless an urgent situation requires a shorter review period. 

7. User Content

User Content” is defined as all content, information, and materials you provide, submit, upload, publish, or otherwise make available to the Services. This encompasses, emails, purchase orders, purchase order documents, supplier communications, contractual agreements, and any textual, audio, or visual materials related to procurement activities. 

8. Responsibility:

You are solely responsible for the accuracy, completeness, and legality of the User Content you provide through the Services. You must ensure that all texts, emails and documents are correct, current, and compliant with relevant laws and regulations.

You acknowledge that you are responsible for maintaining the integrity of the User Content, including taking appropriate steps to verify and validate information before relying on it for business decisions or communications.

It is your obligation to manage the consequences of any inaccuracies or failures in the User Content or the automated processing thereof. You agree to review and confirm the correctness of all outputs from the system prior to acting upon such information. 

9. Verification of Data:

You are responsible for verifying the accuracy and completeness of all data processed by the system, including data extracted from emails and documents. You agree to review all outputs from the system and confirm their correctness before taking any business actions based on such data. 

10. Management of Supplier Relations:

You are solely responsible for managing and maintaining your relationships with suppliers. Kavida is not responsible for any negative impacts that may arise from the use of automated communications facilitated by our services.

11. Liability:

Kavida is not responsible for and disclaims any liability related to the accuracy, reliability, or legality of User Content provided by users of the service. Kavida does not verify or guarantee the correctness or completeness of the User Content and will not be liable for any errors, omissions, or inaccuracies in any User Content or for any loss or damage of any kind incurred as a result of the use of any User Content. 

Kavida shall not be liable for any consequences resulting from inaccuracies in User Content or from information that the system fails to process correctly. You acknowledge that Kavida is not liable for any impact these inaccuracies may have on your business, including but not limited to your relationships with suppliers or other third parties. 

Kavida cannot be held liable for any actions taken or not taken based on User Content. You agree that the responsibility for any business decisions made based upon User Content rests solely with you. 

12. Disclaimer of Warranties

System Limitations: You acknowledge that Kavida’s services are provided on an “as is” and “as available” basis. Kavida does not guarantee that the system will always accurately detect, display, or process information from your emails and documents. Kavida expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. 

Automated Functions 

Kavida disclaims any warranty regarding the reliability or accuracy of the automated functions used in supplier communications. Kavida shall not be liable for any failures in automation or any inaccuracies in data resulting from the use of these automated functions. 

13. Termination and Data Handling

Termination Rights 

Either party may terminate this Master Service Agreement upon thirty (30) days’ written notice if the other party breaches any of its material obligations under this Agreement and fails to cure such breach within the notice period. 

 Immediate termination is permissible if either party becomes insolvent, files for bankruptcy, or ceases its business operations. 

Effects of Termination 
Upon termination, all rights and obligations of the parties under this Agreement will cease, except that all obligations accrued prior to the effective date of termination shall survive.

The customer will pay any outstanding fees owed to the service provider up to the effective date of termination. 

Data Handling and Retrieval 

Upon termination, the customer may request in writing the return or deletion of all their data stored by the service provider, within thirty (30) days of termination.

The service provider will provide the customer with the final data in a commonly used format, or as agreed upon by both parties. The service provider may charge a reasonable fee for this service. 

If not requested within ninety (90) days, the service provider may permanently delete all customer data from their systems. 

14. Limitation of Liability

Kavida shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the services; (ii) any conduct or content of any third party on the services; (iii) any content obtained from the services; and (iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not Kavida has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed its essential purpose. 

14. Indemnification

You agree to defend, indemnify, and hold harmless Kavida and its licensee and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the service, by you or any person using your account and password; b) a breach of these terms, or c) content posted on the service. 

15. Modification and Notification of Changes

Kavida reserves the right to modify or discontinue, at any time and without prior notice, any aspect or feature of the services, including, but not limited to, content, hours of availability, and equipment needed for access or use. Updated terms will be effective upon posting unless specified otherwise. Your continued use of the services after any such changes shall constitute your consent to such changes. 

16. Technology services

Artificial Intelligence services  

For certain services, Kavida may employ Artificial Intelligence (AI) or other similar technologies, which may include the processing of user data. Kavida will take reasonable means to preserve the privacy and security of such data, but Kavida is not liable for any loss or harm resulting from the user’s use of AI or similar technologies. By utilizing Kavida’s services, the user understands and accepts the risks involved with the use of AI or similar technologies and agrees to indemnify and hold Kavida harmless for any claims, damages, or losses resulting from such usage.  


17. Termination and Suspension

Voluntary Cancellation: You may cancel and delete your Account at any time by either using the features on the Services to do so (if applicable and available) or by written notice to support@kavida.ai. Upon cancellation, your profile will be purged, and you will no longer have access to your Account, your profile, or any other information through the Services. 

Survival: The provisions of these Terms of Service which by their intent or meaning are intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive any termination of these Terms of Service and any termination of your use of or subscription to the Services and shall continue to apply indefinitely. 

Termination for Non-Payment: We reserve the right to suspend or cancel your account if payment is not received by the due date. You will be notified in writing or by email regarding any pending suspension or cancellation due to non-payment, providing a grace period as defined in your subscription terms to rectify the payment issue before the suspension or cancellation is enforced. 

Rights of Kavida: At any time and for any reason, we have the right to deny access to the Services to anybody. If Kavida is investigating you or believes you have violated any of the terms of this Agreement, including non-payment, we may prevent you from accessing the Services or restrict how much of them you can use. We will inform you in writing or by email. This notice of termination or limitation shall be effective immediately. You cannot register for and create a new Account in the name of a third party, a fake or borrowed name, or your own identity if Kavida terminates or restricts your ability to use the Services due to this section, even if you are acting on their behalf. 

Legal Action: Even after your right to use the Services is terminated or limited, this Agreement will remain enforceable against you. Kavida reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 14 of these Terms of Service. 

Discontinuation of Service: Kavida reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services at its sole discretion. Kavida is not liable to you for any modification or discontinuance of all or any portion of the Services. Kavida has the right to restrict anyone from completing registration as a user if Kavida believes such a person may threaten the safety and integrity of the Services, or if, in Kavida’s discretion, such restriction is necessary to address any other reasonable business concern. 

Data Deletion: Following the termination or cancellation of your Account, we reserve the right to delete all your data, including any User Content, in the normal course of operation. Your data cannot be recovered once your Account is terminated or canceled. 

18. Links to Third-Party Websites

Scope of Links: From time to time, Kavida may provide links to third-party websites that contain information about your suppliers, orders, or supply chain processes. These links are provided to assist you in gathering additional information that may be relevant to your business operations. 

Disclaimer of Liability: Kavida does not verify, endorse, or otherwise vouch for the accuracy, completeness, or validity of the content found on these third-party websites. We are not responsible for the availability or content of these sites and do not guarantee that the links will remain active or that the content is accurate. The inclusion of any link does not imply our endorsement of the site, its content, or any association with its operators. 

User Responsibility: It is your responsibility to verify the information on these third-party sites before relying on it. The terms and conditions of use and privacy policies for any third-party website govern your use of those sites, and you use these websites at your own risk. 

No Liability: Kavida is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party. 

19. Intellectual Property Rights

Ownership of User Content 

You retain ownership of all content, information, and materials that you input into the Services (“User Content”). You grant Kavida a license to use this User Content as necessary to provide and enhance the Services, including but not limited to processing and displaying the information to you and authorized users of your account. 


Ownership of Outputs and Kavida Intellectual Property: 

All outputs generated by the Services, including but not limited to analyses, reports, summaries, and graphical data displays, are the exclusive property of Kavida. 

Kavida retains ownership of all aspects of the Services and its underlying technology, including any software, applications, inventions, designs, techniques, and documentation developed or provided by Kavida as part of the Services. This includes all intellectual property rights related to Kavida’s technology and any enhancements or modifications thereof. 

The artificial intelligence, algorithms, interfaces, and proprietary methods used within the Services are owned by Kavida and are protected under intellectual property laws. 


Improvement of Services: 

Kavida retains the right to use all data inputted into the Services, as well as any data generated through the use of the Services, to improve service functionality and performance. This includes data required for machine learning, algorithm improvement, and feature enhancement to better serve your needs and the efficiency of the Services. Such use will be in compliance with applicable privacy laws and our privacy policy. 


Restrictions on Use: 

You may not copy, modify, distribute, sell, or lease any part of Kavida’s services or included software, nor may you reverse engineer or attempt to extract the source code of that software, except to the extent laws prohibit these restrictions. 

You may not use any Kavida proprietary material, including any output of the Services, beyond the scope of the service provided, without prior written permission from Kavida. 


Feedback and Improvements: 

You may choose to or we may invite you to submit comments, ideas, or feedback about the Services, including without limitation about how to improve our services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosures are voluntary, unsolicited, and without restriction and will not place Kavida under any fiduciary or other obligation. We are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Kavida does not waive any rights to use similar or related Feedback previously known to Kavida, developed by its employees, or obtained from sources other than you. 


Aggregated and Anonymized Data: 

Kavida retains the right to aggregated and anonymous data derived from your use of the Service, with the understanding that such data will not be identifiable as belonging to or emanating from you nor will such data contain information that directly or indirectly identifies you or any other person (natural or otherwise). 


Limited License: 

Subject to the terms and conditions hereof, you are hereby granted a limited, nonexclusive, nontransferable, freely revocable right to access and use the Services. We may terminate this right at any time for any reason or no reason. 


Intellectual Property Rights Definition: 

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction. 

15. Confidentiality of User Data:

Kavida commits to the strict confidentiality and robust security of all data provided by users through the Services (“User Data”). This encompasses all supplier information, purchase orders, communications, documents, emails and any personal or proprietary data inputted or generated through the use of our Services. 


Non-Disclosure Commitments: 

Kavida will not disclose, share, sell, or lease User Data to any third party without explicit consent from the user, except as compelled by law or necessary to fulfill the agreed-upon service provision. 

Advanced Security Measures: 

We will implement and continuously update advanced security measures to safeguard User Data against unauthorized access, use, alteration, or destruction. These measures adhere to the highest technological standards and comply with all applicable data protection laws, including GDPR and other regional regulations. 

Breach Notification: 

In the unlikely event of a data breach, Kavida will promptly notify affected users and relevant authorities within 72 hours, providing details of the breach, its potential impact, and the corrective actions being taken to mitigate its effects. 

Data Handling upon Termination: 

Upon termination or at the user’s request, Kavida will, within thirty (30) days, either return all User Data in a commonly used format or securely delete it, unless legally obligated to retain it. 

16. Confidentiality of Kavida Information:

Users agree to maintain the confidentiality of all proprietary information they receive from Kavida, including but not limited to business processes, trade secrets, technology, operational practices, and marketing strategies (“Kavida Confidential Information”). Users shall not disclose Kavida Confidential Information to any third party without the prior written consent of Kavida. 

Users will use the same degree of care to protect Kavida Confidential Information as they use to protect their own confidential information of like kind, but in no circumstances less than reasonable care. 

Return or Destruction of Confidential Information: 

Upon termination of the Services or at Kavida’s request, users will return or destroy all Kavida Confidential Information in their possession, and certify in writing to Kavida that all copies have been returned or destroyed. 


The obligations set forth in this section shall survive the termination or expiration of this Agreement and shall continue to bind the user and Kavida for a period of one (1) years post-termination or expiration, unless specified otherwise in writing. 

17. Indemnification

You hereby agree to indemnify, defend, and hold harmless Kavida and its officers, directors, employees, agents, attorneys, insurers, successors, and assigns (the “Indemnified Parties”) from and against any and all liabilities, losses, damages, claims, penalties, fines, costs, and expenses, including reasonable attorney fees, incurred in connection with: 

(i) Your use or inability to use the Services; 

(ii) Your breach or violation of this Agreement; 

(iii) Your violation of any laws, or the rights of any user or third party; 

(iv) Any content submitted, posted, transmitted, or made available through your account by you or using your account to the Services, including but not limited to the extent such content may infringe on the intellectual property rights of a third party or otherwise be illegal or unlawful. 

You also agree to indemnify the Indemnified Parties for any liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden on our infrastructure. 

Kavida reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will not, in any event, settle any claim or matter without the prior written consent of Kavida. If Kavida assumes the defense of such a matter, you will reasonably cooperate with Kavida in such defense. 

18. Dispute Resolution – Mediation & Arbitration


 You agree that, in the event any dispute or claim arises out of or relating to your use of the Services, you will first contact us at support@kavida.ai, and you and Kavida will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via email or postal mail), such matter will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief in an appropriate court, should you file any legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys’ fees, even if you would otherwise be entitled to them. 

Binding Arbitration: You and Kavida agree that any dispute, claim, or controversy arising out of or relating to this Agreement or to your use of the Services will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction within the United Kingdom to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Kavida both agree to waive the right to a trial by jury. 

Class Action Waiver: You and Kavida agree that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis, and not in a class, consolidated, or representative action. This means that you and Kavida both agree to waive the right to participate as a plaintiff or class member in any purported class action or representative proceeding. 

Arbitration Administration and Rules: The arbitration will be administered by a recognised arbitration institution as agreed upon by both parties at the time of the dispute, in accordance with their rules applicable to commercial disputes. If the parties cannot agree on an arbitrator, one will be appointed by the institution. 

Arbitration Process: A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified by the rules of the administering institution. The arbitrator will be a legal professional with experience in the legal area relevant to the dispute. 

Arbitration Location and Procedure: Unless you and Kavida agree otherwise, the arbitration will take place in a mutually agreed location within the United Kingdom. The arbitration will be conducted in the English language, and the procedural rules in place by the arbitration institution will govern the proceedings. 

Arbitrator’s Decision and Governing Law: The arbitrator shall apply the laws of England and Wales, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified by the arbitration rules. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. 

Fees: Each party’s responsibility to pay any arbitration filing, administrative and arbitrator fees will be as set forth in the rules of the administering arbitration institution. 

19. Governing Law

Except as otherwise agreed upon in writing between you and Kavida, this Agreement and your use of the Services will be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. 

20. No Agency; No Employment

No agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship is intended or created by this Agreement. 

21. No Rights of Third Parties

None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.  

22. Notices and Consent to Receive Notices Electronically 

You consent to receive any agreements, notices, disclosures and other communications (collectively, “ 

 Notices”) to which this Agreement refers electronically including without limitation by email or by posting Notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.  

24. Contacting Us

If you have any questions about these Terms of Service or about the Services, please contact us by email at support@kavida.ai