kovacDRAFT — not legally reviewed.
These Terms of Service (“Terms”) govern access to and use of kovac, a hosted platform for building and running AI agents over an organisation’s own documents (the “Service”), provided by Inteligenta AIX [[legal form, registered address, registration number]] (“we”, “us”). They form a binding agreement between us and the organisation that orders the Service (the “Customer”, “you”).
If you accept these Terms on behalf of an organisation, you confirm that you have authority to bind it.
1. The agreement
1.1 The agreement between us consists of the order form, proposal or plan you accept (the “Order”), these Terms, the Acceptable Use Policy and, where we process personal data on your behalf, the Data Processing Agreement (together, the “Agreement”).
1.2 If documents conflict, the following order applies: the Data Processing Agreement (for matters of personal data), the Order, these Terms, the Acceptable Use Policy.
2. Accounts and access
2.1 We provide you with a workspace (a “tenant”) in the Service. You decide which individuals (“Users”) may access it and with which role.
2.2 Users sign in through the identity service we provide or one you connect. You are responsible for the accuracy of User information, for keeping credentials and API keys confidential, and for all activity under your workspace.
2.3 You will notify us without undue delay at [[security contact]] if you become aware of unauthorised access to your workspace.
2.4 API keys and publishable widget keys you create are your responsibility. A publishable key is designed to be visible in your website’s source; all other keys must be kept secret.
3. Use of the Service
3.1 Subject to the Agreement and payment of the fees, we grant you a non-exclusive, non-transferable right, for the term of the Order, for your Users to use the Service for your internal business purposes and, where the Order includes it, to make agents available to your own customers and website visitors.
3.2 You will use the Service in accordance with the Acceptable Use Policy and applicable law. You are responsible for your Users’ compliance and for the conduct of any agent you make publicly available.
3.3 We may suspend access, to the extent reasonably necessary, if your use poses a security risk to the Service or other customers, breaches the Acceptable Use Policy, or is required by law. We will give notice where reasonably possible and restore access once the cause is resolved.
4. Customer content
4.1 “Customer Content” means the documents, data, instructions, agent and skill definitions, conversations and other material that you or your Users submit to the Service, and the output the Service generates for you from it.
4.2 You retain all rights in Customer Content. We acquire no ownership of it.
4.3 You grant us a limited licence to host, copy, process and transmit Customer Content solely to provide, secure and support the Service for you, as described in the Agreement. We do not use Customer Content to train AI models.
4.4 You are responsible for having the rights and legal bases needed to submit Customer Content to the Service, including any personal data in it, and for the accuracy of the sources you connect.
4.5 AI-generated output may be inaccurate or incomplete. The Service shows the sources an answer was drawn from so that it can be checked. You are responsible for reviewing output before relying on it, in particular for legal, medical, financial or safety-relevant decisions.
5. Third-party models and services
5.1 The Service sends Customer Content to the AI model providers configured for your workspace in order to generate embeddings, rankings and answers. Where you supply your own credentials for a model provider, your use of that provider is also subject to its terms, and that provider acts under your instructions.
5.2 Sub-processors we engage are listed in the Data Processing Agreement.
6. Availability and support
6.1 We will use commercially reasonable efforts to make the Service available and to perform maintenance at times that minimise disruption. Any service-level commitment applies only if stated in your Order.
6.2 Support is provided through the channels and within the hours stated in your Order or plan.
6.3 We may change the Service, provided that a change does not materially reduce the core functionality you have ordered during the current term.
7. Fees and payment
7.1 You will pay the fees stated in your Order or the plan you selected, in the currency and on the payment terms stated there.
7.2 Fees are exclusive of taxes, which you will pay except for taxes on our income.
7.3 Where usage-based fees apply, they are calculated from the usage the Service measures for your workspace. We may suspend the Service for fees that are more than [[number]] days overdue after giving written notice.
8. Confidentiality
8.1 Each party will keep the other’s Confidential Information confidential, use it only to perform the Agreement, and disclose it only to employees, contractors and advisers who need to know it and are bound by equivalent obligations.
8.2 “Confidential Information” means non-public information disclosed by a party that is marked confidential or would reasonably be understood to be confidential. Customer Content is your Confidential Information.
8.3 These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to it beforehand, is independently developed, or must be disclosed by law, in which case the receiving party will give prompt notice where lawful.
9. Intellectual property
9.1 We and our licensors own the Service, its software, documentation and all improvements to it. No rights are granted except as expressly stated.
9.2 If you give us feedback, we may use it without obligation to you.
10. Warranties and disclaimer
10.1 Each party warrants that it has the authority to enter into the Agreement. We warrant that we will provide the Service with reasonable skill and care.
10.2 Except as expressly stated in the Agreement, the Service is provided “as is”. To the extent permitted by law, we disclaim all other warranties, including fitness for a particular purpose and that the Service or its output will be error-free or uninterrupted.
11. Limitation of liability
11.1 Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or data, arising under or in connection with the Agreement.
11.2 Each party’s total liability arising under or in connection with the Agreement in any twelve-month period is limited to [[cap]].
11.3 Nothing in the Agreement limits liability for death or personal injury caused by negligence, fraud, wilful misconduct, your payment obligations, or any liability that cannot be limited by law. [[Confirm treatment of data-protection and confidentiality claims.]]
12. Term and termination
12.1 The Agreement runs for the term stated in the Order and renews as stated there.
12.2 Either party may terminate the Agreement by written notice if the other materially breaches it and does not remedy the breach within [[number]] days of notice, or if the other becomes insolvent.
12.3 On termination, your right to use the Service ends and you will pay fees accrued up to the termination date.
13. Data export and deletion
13.1 During the term you can download the original files you have uploaded and export your agent and skill definitions through the Service.
13.2 For [[number]] days after termination we will, on request, make Customer Content available for export. After that period we will delete Customer Content from the Service, and from backups in line with our backup cycle, unless law requires us to retain it.
14. General
14.1 Neither party may assign the Agreement without the other’s consent, except to a successor of its business.
14.2 Neither party is liable for delay caused by events beyond its reasonable control.
14.3 Notices must be in writing to the addresses stated in the Order.
14.4 We may update these Terms by giving at least [[number]] days’ notice. Changes take effect at the start of your next renewal term unless required by law sooner.
14.5 If any provision is held invalid, the rest of the Agreement remains in force.
15. Governing law and disputes
15.1 The Agreement is governed by the law of [[jurisdiction]].
15.2 The courts of [[venue]] have exclusive jurisdiction over disputes arising from it. [[Consider arbitration.]]