Terms of Business

Company Details

Kabware Services Limited is a company registered in England and Wales with company number 14097615.

Registered office: 128 City Road, London, EC1V 2NX.

Contact: info@kabware.co.uk

1. How These Terms Apply

These terms apply when Kabware Services Limited ("Kabware", "we", "us") provides software, digital assistant services, data analytics, consultancy, prototypes, pilots, subscriptions, or related professional services to a business customer ("customer", "you").

These terms apply when you accept a quote, sign an order form or statement of work, subscribe to a product, create a business account, or use a paid Kabware service after these terms have been made available to you.

The contract consists of these terms, the relevant order form, statement of work, proposal, subscription confirmation, product-specific terms, and any data processing schedule agreed by the parties.

If these terms conflict with a signed order form, the signed order form takes priority for that engagement.

Kabware may reject customer terms unless Kabware signs them. Purchase-order wording does not override these terms.

2. Services And Deliverables

Kabware will provide the services and deliverables described in the order form, subscription confirmation, or product description.

Kabware will perform services with reasonable care and skill.

Dates are estimates unless the order form says a date is fixed.

Kabware may use subcontractors or service providers, but Kabware remains responsible for the services it agrees to provide.

You must provide timely access to people, information, systems, decisions, feedback, and materials that Kabware needs to deliver the work.

If you delay, Kabware may adjust timelines, fees, or scope.

3. Customer Responsibilities

You are responsible for:

• checking that the services meet your business needs;
• giving Kabware accurate information;
• reviewing outputs before using them;
• making your own decisions based on the outputs;
• obtaining consents and permissions for data supplied to Kabware;
• using the services in a lawful way;
• keeping suitable backups of your own data.

You must not use Kabware services to break the law, infringe third-party rights, process data without lawful authority, create or distribute harmful code, make automated decisions about people without proper human review and legal basis, submit sensitive data unless the contract permits it, or use outputs as regulated advice.

4. Scope Control

The order form, subscription plan, or product description defines scope.

Work outside scope requires written agreement. Written agreement can include email.

Kabware may pause out-of-scope work until the parties agree scope, timing, fees, and risk position.

5. Fees And Payment

You must pay the fees in the order form, proposal, invoice, or subscription checkout.

Unless the order form says otherwise, invoices are due 14 days from the invoice date.

Fees exclude VAT unless stated otherwise.

Kabware may suspend services for unpaid invoices after giving at least seven days' written notice.

You must not withhold payment because of a disputed amount unless you make the dispute in good faith and pay any undisputed amount when due.

6. Subscriptions

Subscription services run for the period shown at checkout, in the product, or in the order form.

Unless the product or order form says otherwise, subscriptions renew for the same period until cancelled.

You are responsible for cancelling a subscription before renewal if you do not want it to continue.

Kabware may change subscription features, pricing, or limits at renewal. Kabware will give notice where the change materially affects a paid subscription.

7. Intellectual Property

Each party keeps ownership of the intellectual property it owned before the contract.

Kabware owns its platforms, software, tools, models, prompts, templates, know-how, methods, generic code, reusable components, documentation, and product improvements.

You own customer data and customer materials supplied to Kabware.

Subject to payment, Kabware grants you a non-exclusive, non-transferable licence to use the agreed deliverables or subscribed service for your internal business purposes.

You may not copy, resell, sublicense, reverse engineer, or make derivative products from Kabware software or deliverables unless the contract permits it.

Kabware may use feedback, suggestions, and learning from the engagement to improve its products, provided Kabware does not disclose customer confidential information.

8. Data Protection

Each party must comply with UK data protection law.

The parties will agree whether Kabware acts as controller, processor, or independent controller for each engagement.

If Kabware processes personal data as processor for you, the parties must agree data processing terms before processing starts.

You must not provide special-category data, criminal-offence data, children's data, or high-risk personal data unless the contract and data processing terms permit it.

Kabware will use reasonable technical and organisational measures to protect personal data.

Kabware may use reputable hosting, analytics, development, AI, and support providers as subprocessors where needed to provide the services. Kabware will list material subprocessors on request.

You remain responsible for privacy notices, lawful basis, DPIAs, human review, and regulatory filings that apply to your own use of the services.

9. Confidentiality

Each party must protect the other party's confidential information using reasonable care.

A party may use confidential information only to perform or receive the services.

Confidentiality does not apply to information that is public through no fault of the receiving party, was already known lawfully, is received from a third party without a confidentiality duty, or must be disclosed by law, regulator, court, or public procurement obligation.

This clause continues for five years after the contract ends. Trade secrets remain protected for as long as they remain trade secrets.

10. Security And Availability

Kabware will use reasonable security measures for its size, services, and customer risk profile.

Kabware does not guarantee uninterrupted or error-free service unless the contract includes a specific service level.

Kabware may suspend or limit access to protect systems, users, customers, or third parties.

You must keep your accounts, credentials, devices, and integrations secure.

You must tell Kabware promptly if you suspect unauthorised access, data loss, or security compromise affecting the services.

11. AI And Analytics Outputs

Kabware products may generate drafts, summaries, classifications, recommendations, forecasts, or analytics.

You must review outputs before relying on them.

Kabware does not warrant that AI or analytics outputs will be complete, accurate, current, or fit for a legal, regulatory, financial, medical, safeguarding, planning, housing, or employment decision without human review.

You remain responsible for decisions you make using the outputs.

Where a use case affects people, rights, benefits, services, housing, membership, planning, eligibility, enforcement, or public-sector decisions, you must maintain human oversight and comply with applicable law and guidance.

12. Product-Specific Terms

DAP. DAP supports digital assistant workflows, information retrieval, process support, and user assistance. You remain responsible for approving responses, maintaining source content, and deciding whether outputs are suitable for users.

CivicProbe. CivicProbe supports civic, planning, public-record, consultation, and evidence workflows. It does not provide legal, planning, or regulatory advice. You must verify source material before using outputs in submissions, objections, reports, decisions, or public statements.

Proplytics. Proplytics supports property, housing, operational, and analytics workflows. You must validate data quality and review outputs before making business, asset, resident, compliance, or financial decisions.

Concordis. Concordis supports private communication and check-in workflows for adults aged 18 and over. It is a communication aid, not proof of consent, legal advice, clinical advice, safeguarding advice, or emergency support.

13. Warranties

Kabware warrants that it will provide services with reasonable care and skill.

Except as stated in the contract, Kabware excludes all implied warranties and conditions to the fullest extent permitted by law.

Kabware does not warrant that the services will meet unstated requirements, operate without interruption, be error-free, produce outputs free from inaccuracies, or keep third-party systems, data sources, AI models, APIs, or hosting services available.

14. Liability

Nothing in the contract excludes or limits liability that cannot be excluded or limited by law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of confidentiality by deliberate disclosure, payment of undisputed fees, or any other liability that cannot be excluded or limited under applicable law.

Subject to the previous paragraph, Kabware is not liable for:

• indirect or consequential loss;
• pure economic loss, except to the extent the contract states that Kabware accepts specific responsibility for that loss;
• loss of profit, revenue, business, anticipated savings, goodwill, reputation, or opportunity;
• loss or corruption of data, except to the extent caused by Kabware's breach of agreed data processing terms;
• losses caused by customer data, customer materials, customer instructions, or customer misuse;
• losses caused by third-party platforms, hosting providers, AI models, APIs, telecommunications, utilities, or internet services outside Kabware's control;
• losses caused by a cyber act, malware, virus, denial of service, ransomware, or unauthorised access, except to the extent caused by Kabware's breach of clause 10 or agreed data processing terms;
• regulatory fines or penalties, except to the extent the law permits recovery and the fine or penalty was caused by Kabware's breach;
• failure to achieve a business outcome, funding outcome, procurement outcome, planning outcome, housing outcome, membership outcome, or commercial result.

Subject to the first paragraph of this clause, Kabware's total aggregate liability arising out of or in connection with a contract is limited to the greater of the fees paid or payable by you under the relevant contract in the 12 months before the event giving rise to the claim, or GBP 10,000.

The liability cap will not exceed GBP 1,000,000 unless the contract states a higher cap.

The parties agree that the cap is reasonable because the fees reflect the agreed risk allocation, Kabware maintains professional indemnity insurance for eligible claims, you control how you use outputs, and you can request a higher cap before contract signature, subject to agreed fees and insurance.

You must give Kabware a reasonable opportunity to fix defects, repeat services, restore access, or provide a workaround before claiming damages, where that remedy is practical.

You must take reasonable steps to reduce avoidable losses.

15. Indemnities

You indemnify Kabware against third-party claims arising from customer data or materials, your unlawful use of the services, your breach of acceptable use obligations, decisions you make using outputs, your failure to obtain required consents or permissions, or claims that customer materials infringe third-party rights.

Kabware will defend you against a third-party claim that Kabware-owned software or deliverables infringe UK intellectual property rights, provided you tell Kabware promptly, give Kabware control of the defence and settlement, give reasonable help, and do not admit liability without Kabware's consent.

Kabware has no indemnity obligation where the claim arises from customer materials, customer instructions, misuse, modification by someone other than Kabware, or combination with items not supplied by Kabware.

16. Insurance

Kabware will maintain insurance that it considers reasonable for its business and engagements.

Where an order form or procurement framework requires specific insurance, Kabware will confirm whether it holds that insurance before accepting the engagement.

Insurance does not increase Kabware's liability cap unless the contract says so.

17. Term And Termination

The contract starts on the date stated in the order form, when a subscription starts, or when Kabware starts work, whichever comes first.

Either party may terminate for material breach if the breach is not fixed within 14 days after written notice.

Kabware may terminate or suspend services immediately if you do not pay undisputed fees, use the services unlawfully, create a security or legal risk, or continuing the work would breach law, regulation, procurement rules, or third-party terms.

On termination, you must pay for work completed, committed costs, and non-cancellable third-party charges.

Clauses on fees, intellectual property, confidentiality, data protection, liability, indemnities, and governing law survive termination.

18. Public Sector And Procurement

If a public-sector framework, DPS, call-off contract, or buyer template applies, those documents may override these terms.

Kabware must review public-sector call-off terms before accepting an order, especially clauses on liability, insurance, data protection, cyber security, audit, transparency, termination, and intellectual property.

Kabware should not accept unlimited liability, uncapped consequential loss, broad indemnities, or unreviewed cyber obligations without written risk approval.

19. Force Majeure

Neither party is liable for delay or failure caused by events outside its reasonable control.

This includes failure of utilities, internet, hosting providers, third-party APIs, AI model providers, cyber incidents not caused by the affected party's breach, strikes, war, terrorism, pandemic, law changes, or government action.

The affected party must tell the other party and take reasonable steps to reduce the impact.

20. Notices

Notices must be sent by email or post to the contact details in the order form or account record.

Notices to Kabware may be sent to info@kabware.co.uk unless the contract gives a different address.

21. General

Neither party may assign the contract without the other party's consent, except Kabware may assign to a group company, buyer of its business, or successor.

No third party has rights under the Contracts (Rights of Third Parties) Act 1999 unless the contract says otherwise.

If part of the contract is invalid, the rest continues.

A delay in enforcing a right does not waive that right.

The contract is the entire agreement between the parties for the relevant engagement.

The contract is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Review

Kabware may update these terms from time to time. The version that applies to a contract is the version accepted for that contract, unless the contract or subscription process states otherwise.