Terms of Service

These Terms of Service (“Terms”) are concluded between Koldarra (“Koldarra”, “we”, “us” or “our”), a company incorporated in the Republic of South Africa with its principal place of business in Cape Town, South Africa, and the person or entity accessing our website at koldarra.com or using the Koldex platform (“you” or the “Customer”).

By accessing the website, requesting a demonstration, or accessing or using Koldex, you confirm that you have read, understood and agree to these Terms. If you use Koldex on behalf of a company or other legal entity, you warrant that you are authorised to bind that entity, and “you” refers to that entity.

Where you and Koldarra have signed a separate written subscription or master services agreement, the terms of that agreement prevail over these Terms to the extent of any conflict.

• “Koldex” means our proprietary AI-powered compliance intelligence platform, accessible at app.koldarra.com, including all related software, interfaces, documentation and Modules.
• “Module” means a curated, client-specific library of regulatory and compliance documents configured for a Customer’s regulatory landscape.
• “Output” means any answer, summary, comparison, reference or other content generated by Koldex in response to a query.
• “Subscription” means the licensed right to access and use Koldex for the agreed term, as recorded in an order form, proposal or written agreement between you and Koldarra.
• “Authorised User” means an individual authorised by the Customer and provisioned by Koldarra to access Koldex under the Customer’s Subscription.

Koldex is an AI-powered document search and analysis tool. It reads the regulatory and compliance documents contained in your Modules and generates plain-English answers to natural-language questions, with references to the underlying source documents. Koldex draws only on the documents in your curated library, not the open internet.

Koldex is a productivity and research enhancement service. It is designed to help qualified professionals locate, understand and compare regulatory material faster. It does not replace professional judgement, qualified legal review, or your own compliance processes.

While we take care in curating Modules and engineering Koldex to cite its sources, AI-generated content can contain errors, omissions or outdated information, and regulatory instruments are amended, replaced and reinterpreted over time. You must verify every Output against the cited source documents and current law before relying on it.

Koldex is an invite-only, business-to-business service. Access is granted at Koldarra’s discretion following onboarding. You are responsible for:

• ensuring that only Authorised Users access Koldex under your Subscription;
• keeping login credentials secure and confidential, and not sharing accounts or credentials;
• all activity occurring under your accounts, whether or not authorised by you, until you notify us of a compromise;
• promptly notifying us at the contact address below of any suspected unauthorised access.

Subject to these Terms and payment of the applicable fees, Koldarra grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use Koldex for your internal business purposes during the Subscription term. Koldex is licensed, not sold.

You must not, and must not permit any third party to:

• resell, rent, lease, sublicense or otherwise commercialise access to Koldex or its Outputs as a stand-alone product;
• copy, scrape, bulk-export or systematically retrieve the contents of any Module to create a competing dataset or product;
• reverse engineer, decompile or attempt to derive the source code, models or methods underlying Koldex, except to the extent such restriction is prohibited by law;
• use Koldex to develop, train or improve a competing product or machine-learning model;
• circumvent usage limits, access controls or security measures, or access another customer's Module;
• use Koldex for any unlawful purpose or in breach of applicable law.

Koldex is offered on custom enterprise pricing. Fees, billing frequency, Subscription term, user counts and Module scope are agreed between you and your Koldarra account manager and recorded in an order form, proposal or written agreement. Published or quoted fees exclude value-added tax and other applicable taxes unless stated otherwise.

• Invoices are payable in accordance with the agreed payment terms; if no terms are agreed, within 30 days of invoice date.
• We may suspend access for accounts with overdue amounts after reasonable notice.
• Except as required by law or expressly agreed in writing, fees are non-refundable.
• We may revise pricing for renewal terms with reasonable advance notice before renewal.

You retain all rights in the questions you submit and any documents or information you provide to us (“Customer Content”). You grant Koldarra a limited licence to host, process and transmit Customer Content solely to provide and support the service, maintain security, and comply with law. You warrant that your Customer Content and your use of it do not infringe third-party rights or breach applicable law.

Koldarra and its licensors retain all right, title and interest in and to Koldex, the website, our trade marks, branding, software, interfaces, Module curation and arrangement, and all related intellectual property. No rights are granted to you other than the limited licence expressly set out in these Terms.

Regulatory instruments, legislation and similar public documents contained in Modules remain the property of their respective issuing authorities or rights holders. Outputs are generated for your internal business use under your Subscription.

Modules are compiled from regulatory and other source documents published by third parties. While we curate Modules with care, we do not warrant that any Module is complete, current or error-free, that it contains every instrument relevant to your business, or that source documents are themselves accurate. Regulatory content changes frequently; inclusion of a document in a Module is not a representation that it states the current law.

We aim to keep Koldex available and performant, but we do not guarantee uninterrupted or error-free operation unless expressly agreed in a written service-level agreement. We may perform maintenance, and may modify, enhance or discontinue features, on reasonable notice where changes are material and adverse.

To the maximum extent permitted by applicable law, Koldex, the website and all Outputs are provided “as is” and “as available”, and Koldarra disclaims all other warranties, representations and conditions, express or implied, including fitness for a particular purpose, accuracy, completeness and non-infringement. Nothing in these Terms excludes or limits any warranty or right that cannot lawfully be excluded or limited, including any non-excludable rights under the Consumer Protection Act 68 of 2008 where that Act applies to you.

To the maximum extent permitted by applicable law:

• Koldarra shall not be liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, business, goodwill, data or anticipated savings, however arising, even if advised of the possibility of such loss;
• Koldarra shall not be liable for any loss or damage arising from reliance on any Output, including any decision made or action taken (or not taken) on the basis of an Output, or from any error, omission or outdated content in any Output or Module;
• Koldarra’s total aggregate liability arising out of or in connection with these Terms or the service, whether in contract, delict (including negligence) or otherwise, shall not exceed the fees actually paid by you to Koldarra in the twelve (12) months preceding the event giving rise to the claim;
• nothing in these Terms excludes or limits liability for fraud, or any other liability that cannot be excluded or limited under South African law.

You indemnify and hold harmless Koldarra, its directors, employees and agents against all claims, losses, damages, costs and expenses (including reasonable legal costs) arising from your breach of these Terms, your Customer Content, your use of Outputs, or your violation of applicable law or third-party rights.

Each party will keep confidential the other party’s non-public information disclosed in connection with the service, use it only as necessary to perform under these Terms, and protect it with at least reasonable care. This obligation does not apply to information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or must be disclosed by law or court order (with notice to the other party where lawful).

We process personal information in accordance with the Protection of Personal Information Act 4 of 2013 (“POPIA”) and our Privacy Policy, which forms part of these Terms.

• These Terms apply for as long as you access the website or hold a Subscription.
• Subscription terms and renewal are as agreed in your order form or written agreement.
• We may suspend or terminate access immediately if you materially breach these Terms (including non-payment or prohibited use) and, where the breach is remediable, fail to remedy it within 14 days of written notice.
• On termination or expiry, your licence ends and you must cease using Koldex. Clauses which by their nature survive termination (including sections 4, 9, 12 to 15 and 21) survive.

Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, riot, labour disputes, governmental action, power or telecommunications failure, or failure of third-party infrastructure, provided the affected party takes reasonable steps to mitigate.

We may update these Terms from time to time. The current version will always be published on this page with its effective date. Material changes affecting active Subscriptions will be notified to the Customer’s account contact with reasonable notice. Continued use of the website or Koldex after the effective date constitutes acceptance of the updated Terms.

• These Terms, together with the Privacy Policy and any written agreement between the parties, constitute the entire agreement regarding their subject matter.
• If any provision is held invalid or unenforceable, the remainder remains in full force.
• No failure or delay to enforce a right is a waiver of that right.
• You may not cede, assign or transfer your rights or obligations without our prior written consent; we may assign to an affiliate or in connection with a merger or sale of business.
• Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.

These Terms are governed by and construed in accordance with the laws of the Republic of South Africa, without regard to conflict of law principles. The parties consent to the jurisdiction of the High Court of South Africa (Western Cape Division, Cape Town) in respect of any dispute arising from these Terms or the service, without prejudice to either party’s right to seek urgent or interim relief in any competent court.

Questions about these Terms, fees or Subscriptions can be directed to your account manager or to info@koldarra.com. Koldarra, Cape Town, South Africa.