1. Agreement to these Terms
1.1 Who we are
Kuga is operated by KUGA AI LTD, a company registered in England and Wales under company number 16189235, with registered office at 128 City Road, London, EC1V 2NX, United Kingdom. KUGA AI LTD is registered with the Information Commissioner's Office under registration number ZC015340.
1.2 How these Terms apply
By creating an account, clicking to accept, accessing the Services, embedding a Kuga agent or widget, using a preview link, connecting an integration, paying for a plan, or otherwise using Kuga, you agree to these Terms on behalf of yourself and, if applicable, the organisation you represent.
1.3 Authority
If you use the Services for a company, agency, client, or other organisation, you confirm that you have authority to bind that organisation. In that case, "Customer", "you", and "your" mean that organisation.
1.4 Business use
The Services are primarily intended for business and professional use. They are not intended for children or for personal household use. If any mandatory consumer law applies to you despite this business-use framing, nothing in these Terms limits rights that cannot legally be limited.
1.5 Order of documents
If several documents apply, they apply in this order unless the relevant document says otherwise: signed enterprise agreement, signed order form, data processing addendum, these Terms, product-specific terms, acceptable use policy, and website or in-product documentation.
1.6 Changes to these Terms
We may update these Terms from time to time. If we make material changes that negatively affect your rights or obligations, we will take reasonable steps to notify account owners by email, in-product notice, or posting on our website. Changes will not apply retroactively unless required by law or unless they are clarifying, security-related, or beneficial. Your continued use after the effective date of a change means you accept the updated Terms.
2. The Services
2.1 What Kuga provides
Kuga provides a hosted software platform for creating, configuring, deploying, and managing AI-powered chat agents and related workflows. Depending on your plan and configuration, the Services may include white-label chat widgets, agent preview pages, website and knowledge-base ingestion, file uploads, conversation management, lead capture, calendar and booking workflows, CRM/webhook delivery, reporting, insights, client dashboards, client portals, analytics, account management, and support.
2.2 Plans and features
Features, limits, usage allowances, storage, integrations, support channels, security features, and prices may vary by plan. We may add, modify, suspend, or discontinue features where reasonably necessary for security, legal compliance, product improvement, technical stability, third-party changes, or business reasons. We will not materially reduce the core paid functionality of your active paid plan during a subscription period without reasonable notice unless urgent action is needed.
2.3 Preview, demo, free, and beta features
Preview, demo, free, trial, beta, alpha, experimental, or evaluation features are provided for testing and evaluation. They may be limited, changed, withdrawn, or made paid at any time. They may not be covered by the same support, security, retention, uptime, or compatibility commitments as generally available paid features. You should not use beta features for production workloads unless we expressly say they are suitable for that purpose.
2.4 No exclusive rights
Kuga may provide the same or similar services, features, templates, workflows, prompts, code, designs, or outputs to other customers. Nothing in these Terms gives you exclusive rights in any Kuga platform feature, generic workflow, template, prompt pattern, integration, or non-customer-specific idea.
2.5 Support
We will use reasonable efforts to provide support through the channels we make available. Support is not a substitute for your own testing, monitoring, legal review, privacy review, client support, customer service, or professional advice. Support response times are not guaranteed unless stated in a signed order form or service level agreement.
3. Accounts, access, and administration
3.1 Account information
You must provide accurate account, billing, and contact information, keep it current, and ensure that email addresses and domains used for your account are monitored. We may treat notices sent to the account owner, billing contact, administrator, or primary email address as received by you.
3.2 Account security
You are responsible for safeguarding passwords, API keys, embed scripts, integration tokens, webhook URLs, client portal credentials, and all activity under your account. You must promptly notify us if you suspect unauthorised access, credential compromise, or misuse.
3.3 Users and permissions
You are responsible for inviting users only where appropriate, assigning suitable roles, removing users who no longer need access, and ensuring that users comply with these Terms. Actions by your users, contractors, clients, and anyone using your credentials are treated as actions by you.
3.4 Client portal users
If you create portals, dashboards, or accounts for your clients, you are responsible for client-user access, authorisations, support, confidentiality, and offboarding unless a separate written agreement says otherwise.
3.5 Account review
We may review accounts, usage patterns, logs, configurations, and content where reasonably necessary to provide support, investigate abuse, protect the Services, enforce these Terms, comply with law, or respond to a security incident.
4. Agency, white-label, and client deployments
4.1 Agency use is permitted
Kuga is designed for agencies and service providers. Unless your plan or order form says otherwise, you may use the Services to create and manage agents for your own clients, subject to these Terms, plan limits, and payment obligations.
4.2 You remain responsible for your clients
Your relationship with your clients is separate from Kuga's relationship with you. You are responsible for your contracts with clients, client permissions, client instructions, client billing, client support, and making sure your clients do not use the Services in a way that would breach these Terms.
4.3 White-label use
Where your plan includes white-label functionality, you may present permitted widgets, preview pages, reports, and portals under your brand or your client's brand. White-label use does not transfer ownership of the Services, code, infrastructure, or Kuga technology, and it does not make Kuga responsible for your client-facing promises.
4.4 Required notices to end users
You are responsible for providing clear notices to end users where required, including notices that an AI system may respond to them, that conversations may be recorded or processed, how personal data is used, how leads are routed, how booking or CRM integrations work, and where users can find applicable privacy, cookie, and customer-service information.
4.5 No implied client contract with Kuga
Unless Kuga signs a direct agreement with your client, your client is not Kuga's customer. You may not represent that Kuga is directly responsible to your client or its end users for your services, unless we have expressly agreed in writing.
4.6 Resale restrictions
You may not resell, sublicense, rent, timeshare, or provide access to the Services as a standalone platform, infrastructure product, or competing service unless Kuga expressly authorises that in writing. Agency use to provide managed services to your clients is allowed; unauthorised platform resale is not.
5. Customer Content, knowledge sources, and permissions
5.1 Customer Content
"Customer Content" means information, data, text, files, documents, website content, product catalogues, prompts, instructions, conversation data, personal data, brand assets, integrations, URLs, configurations, and other materials submitted to, uploaded to, connected to, generated through, or processed by the Services by or for you.
5.2 Ownership
As between you and Kuga, you retain ownership of Customer Content. Kuga does not claim ownership of your Customer Content. You grant Kuga and its processors a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, display, adapt, analyse, secure, and otherwise use Customer Content only as necessary to provide, maintain, secure, support, and improve the Services, comply with law, and enforce these Terms.
5.3 Your permissions
You must have all rights, licences, consents, permissions, and lawful bases needed to upload, connect, crawl, scrape, index, process, disclose, display, transmit, and use Customer Content through the Services. This includes rights to use website content, client documents, product data, customer records, brand assets, personal data, and third-party integration data.
5.4 Website crawling and indexing
You may only instruct Kuga to crawl, fetch, sync, or index websites, pages, stores, catalogues, and resources that you own, control, operate, or have explicit permission to use for that purpose. You must not use Kuga to bypass authentication, paywalls, technical access controls, rate limits, robots restrictions, contractual restrictions, or other access limitations. You are responsible for ensuring that each crawl or sync complies with applicable laws and third-party terms.
5.5 Sensitive and regulated content
You must not submit special-category personal data, criminal-offence data, payment card data, government identifiers, children's data, medical records, legal case files, financial account data, passwords, secrets, or similarly sensitive information unless your plan, configuration, and written agreement with Kuga expressly permit it and you have implemented appropriate safeguards.
5.6 Content accuracy
You are responsible for the accuracy, quality, legality, and suitability of Customer Content. Outdated, incomplete, misleading, biased, unlawful, or poor-quality source material may lead to poor-quality agent responses. You are responsible for reviewing and updating knowledge sources, instructions, disclaimers, escalation paths, and integration settings.
5.7 Takedown and restriction
We may remove, restrict, quarantine, or disable Customer Content or related agents if we reasonably believe it may breach these Terms, infringe rights, create security risk, expose Kuga to liability, violate law, or harm end users, customers, third parties, or the Services.
6. AI-specific terms
6.1 AI outputs are probabilistic
AI systems can generate inaccurate, incomplete, outdated, unsafe, offensive, biased, or unexpected outputs. Outputs may not reflect your source material exactly and may not be unique. You must evaluate outputs before relying on them, sharing them, automating actions from them, or using them in high-risk contexts.
6.2 No professional advice
The Services are not designed to provide legal, medical, financial, tax, accounting, insurance, emergency, safety-critical, regulated, or other professional advice. You must not configure agents to present outputs as professional advice unless you have qualified human review, appropriate licences, and all legally required safeguards.
6.3 Human oversight
You are responsible for deciding when human review, escalation, moderation, or approval is required. You must configure agents, workflows, prompts, integrations, and instructions so that end users are directed to appropriate human support where needed.
6.4 Automated actions
If you connect Kuga to tools that send emails, create leads, update CRM records, book appointments, call webhooks, post messages, trigger workflows, or otherwise take action, you are responsible for the consequences of those actions. You must test workflows before production use and apply suitable safeguards, authentication, rate limits, logs, and approval steps.
6.5 Prompt injection and hostile input
End users and third-party content may attempt to manipulate agents, reveal hidden instructions, override safeguards, or trigger unintended actions. Kuga may provide mitigations, but you remain responsible for configuring agents conservatively, limiting tool permissions, monitoring outputs, and not exposing sensitive data or privileged capabilities through agents.
6.6 Model providers and infrastructure
Kuga may use third-party model providers, hosting providers, analytics providers, security providers, and other processors to provide the Services. Third-party model and infrastructure availability, latency, policies, and limits may affect the Services. We are not responsible for third-party services outside our reasonable control.
6.7 No guarantee of results
We do not guarantee any particular increase in leads, sales, bookings, revenue, conversion rate, support deflection, customer satisfaction, search ranking, or business outcome.
7. Privacy and data protection
7.1 Privacy policy
Kuga's privacy policy explains how Kuga processes personal data as a controller for account, billing, website, marketing, security, and business administration purposes. You must provide your own privacy notices to your clients and end users where you determine the purposes and means of processing.
7.2 Controller and processor roles
For Customer Content and end-user conversation data that Kuga processes on your instructions, you are normally the controller and Kuga is normally the processor. For Kuga account data, billing data, security data, product telemetry, and business communications, Kuga is normally an independent controller. The exact roles may depend on the processing context.
7.3 Data Processing Terms
Section 25 of these Terms contains data processing terms that apply where Kuga processes Customer Personal Data as your processor. If you and Kuga sign a separate data processing addendum, that addendum takes priority over Section 25 for the relevant processing.
7.4 Your compliance obligations
You are responsible for having a valid lawful basis, providing required notices, honouring data subject rights, obtaining consents, keeping records, conducting assessments, and complying with all applicable privacy, marketing, cookie, telecommunications, consumer, and AI transparency laws for your use case.
7.5 International use
You must not use the Services in a jurisdiction or for a use case where doing so would violate applicable data protection, export, sanctions, consumer, employment, marketing, surveillance, biometric, sectoral, or AI laws.
8. Acceptable use
8.1 Prohibited uses
You must not use the Services, and must not allow anyone else to use the Services, to:
- violate any law, regulation, court order, regulatory requirement, third-party right, or contractual restriction;
- infringe intellectual property, privacy, publicity, database, confidentiality, trade secret, or other rights;
- send spam, unlawful marketing, deceptive communications, phishing, scams, or unsolicited messages;
- generate, facilitate, or encourage malware, credential theft, security exploitation, denial-of-service attacks, or unauthorised access;
- collect, infer, or process sensitive data without a lawful basis and proper safeguards;
- impersonate another person, misrepresent affiliation, or deceive users about who operates an agent;
- harass, abuse, threaten, exploit, discriminate, or promote hate or violence;
- create or distribute sexual content involving minors or any exploitative, non-consensual, or unlawful sexual content;
- provide regulated professional advice without required licences, oversight, and disclosures;
- make automated decisions with legal or similarly significant effects without required safeguards and human review;
- scrape, crawl, sync, or index third-party websites or systems without permission;
- benchmark, reverse engineer, copy, or monitor the Services to build or improve a competing product;
- attempt to bypass usage limits, security controls, moderation controls, authentication, billing, or access restrictions;
- overload, disrupt, degrade, or interfere with the Services or third-party systems;
- upload malicious code, unlawful content, or content designed to manipulate or bypass AI safeguards;
- use the Services for surveillance, law enforcement, credit, housing, employment, insurance, education, immigration, biometric identification, or high-risk decisioning unless expressly authorised in writing and legally compliant; or
- otherwise use the Services in a way that Kuga reasonably believes may harm Kuga, customers, end users, third parties, the public, or the integrity of the Services.
8.2 Enforcement
We may investigate suspected misuse and may suspend, limit, throttle, quarantine, remove, or terminate access where we reasonably believe there is a violation, security risk, legal risk, third-party claim, payment issue, or threat to the Services. Where reasonable and lawful, we will try to give notice and an opportunity to fix the issue.
8.3 Monitoring and abuse prevention
We may use automated and manual methods to detect abuse, security issues, spam, unusual usage, high-risk configurations, and policy violations. You must cooperate with reasonable requests for information related to misuse, security, or compliance.
9. Subscriptions, fees, billing, and taxes
9.1 Fees
You must pay all fees for your plan, usage, add-ons, overages, seats, agents, storage, messages, integrations, support, onboarding, and other paid features as stated at checkout, in the product, on our pricing page, in an invoice, or in an order form.
9.2 Trials and free preview usage
Free, trial, preview, or demo usage may be subject to message, storage, feature, time, branding, support, or deployment limits. Kuga may require payment before an agent goes live, before limits are increased, or before production deployment.
9.3 Renewals
Unless your order form says otherwise, paid subscriptions renew automatically for successive billing periods until cancelled. You authorise Kuga and its payment processors to charge your payment method for recurring fees, usage fees, taxes, and other amounts due.
9.4 Payment method
You must maintain a valid payment method and accurate billing details. If payment fails, we may retry the charge, request updated details, suspend or downgrade access, disable paid agents, stop processing, remove live deployments, or terminate the account after reasonable notice.
9.5 Taxes
Fees are exclusive of VAT, sales tax, use tax, withholding tax, duties, levies, and similar charges unless stated otherwise. You are responsible for taxes except taxes based on Kuga's net income. If you are required to withhold tax, you must gross up payments so Kuga receives the full invoiced amount unless prohibited by law.
9.6 Price changes
We may change prices, plan packaging, usage allowances, or billing methods. For active paid subscriptions, material price increases normally take effect at renewal or after notice, unless the change relates to taxes, third-party cost increases, plan changes requested by you, or usage above included limits.
9.7 Upgrades, downgrades, and limits
Upgrades may take effect immediately and may be billed pro rata. Downgrades may take effect at the next renewal unless we agree otherwise. Downgrading may reduce features, limits, storage, integrations, support, client access, or live deployments. You are responsible for exporting or deleting content before downgrading below required limits.
9.8 Refunds
Except where required by law or expressly stated in writing, fees are non-refundable and non-creditable. Cancelling stops future renewal charges but does not automatically refund fees already paid.
9.9 Disputed invoices
You must notify us of any invoice dispute before the due date or, if no due date is stated, within 14 days of the invoice date. You must pay undisputed amounts on time and cooperate in good faith to resolve the dispute.
10. Availability, maintenance, and changes
10.1 Availability
We aim to keep the Services available, secure, and reliable, but we do not guarantee uninterrupted or error-free operation unless a signed service level agreement says otherwise. The Services may be affected by maintenance, incidents, third-party failures, model-provider issues, internet outages, customer configuration, integrations, abuse prevention, or events outside our control.
10.2 Maintenance
We may perform scheduled or emergency maintenance. Where practical, we will schedule disruptive maintenance at low-impact times or provide notice. Emergency security or stability maintenance may occur without notice.
10.3 Product changes
We may modify the Services to improve performance, security, compliance, usability, cost efficiency, or product direction. We may remove deprecated features after reasonable notice where practical.
10.4 Third-party dependencies
Integrations, model providers, payment processors, calendars, CRMs, webhooks, hosting providers, email providers, ecommerce platforms, and other third-party services may change, suspend, limit, or terminate their services. Kuga is not liable for third-party changes outside our reasonable control.
11. Integrations and third-party services
11.1 Connecting services
If you connect services such as CRMs, webhook tools, calendars, email platforms, ecommerce platforms, content management systems, analytics tools, or payment systems, you authorise Kuga to access and exchange data with those services as configured by you.
11.2 Your responsibility for integrations
You are responsible for integration settings, credentials, permissions, scopes, API limits, third-party terms, charges, data flows, testing, monitoring, and revocation. You must not connect a third-party account unless you have authority to do so.
11.3 Third-party terms
Third-party services are governed by their own terms and privacy notices. Kuga does not control third-party services and is not responsible for their acts, omissions, security, availability, or data handling.
12. Intellectual property
12.1 Kuga technology
Kuga and its licensors own all rights in the Services, software, source code, object code, APIs, SDKs, scripts, models, prompts, prompt templates, workflow templates, interfaces, documentation, designs, trade marks, trade dress, know-how, algorithms, infrastructure, analytics, and other Kuga technology.
12.2 Limited licence
Subject to these Terms and payment of applicable fees, Kuga grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services during your subscription for your internal business purposes and permitted agency client services.
12.3 Restrictions
You must not copy, modify, translate, reverse engineer, decompile, disassemble, scrape, extract, train on, benchmark, replicate, or create derivative works from the Services except as expressly permitted by law or these Terms. You must not remove proprietary notices or use Kuga marks without permission.
12.4 Feedback
If you provide ideas, suggestions, requests, bug reports, or feedback, Kuga may use them without restriction or compensation. You assign to Kuga any rights needed for Kuga to use that feedback.
12.5 Usage data
Kuga may collect and use aggregated, anonymised, or de-identified usage, performance, diagnostic, and security data to operate, analyse, improve, and market the Services, provided it does not identify you, your clients, or end users.
13. Confidentiality
13.1 Confidential Information
"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential, including business plans, pricing, product roadmaps, security information, customer lists, technical information, credentials, non-public product features, and Customer Content.
13.2 Protection
Each party must protect the other party's Confidential Information using at least reasonable care and may use it only to perform or receive the Services, exercise rights, comply with law, or enforce these Terms.
13.3 Permitted disclosure
A party may disclose Confidential Information to its employees, contractors, professional advisers, affiliates, processors, and representatives who need to know it and are bound by confidentiality obligations. A party may also disclose Confidential Information if required by law, court order, regulator, or stock exchange rule, after giving notice where legally permitted.
13.4 Exceptions
Confidential Information does not include information that is public without breach, already known without restriction, independently developed without use of Confidential Information, or lawfully received from a third party without restriction.
14. Security
14.1 Kuga safeguards
Kuga will maintain reasonable technical and organisational measures designed to protect the Services and Customer Content against unauthorised access, accidental loss, destruction, alteration, and disclosure. Security measures may vary by plan and feature.
14.2 Customer safeguards
You must configure the Services securely, protect credentials, limit user permissions, review integrations, avoid exposing secrets in prompts or knowledge sources, keep embed scripts under control, monitor usage, and promptly remove access for users who no longer need it.
14.3 Security reports
You must promptly report suspected vulnerabilities or security incidents to Kuga and must not publicly disclose vulnerabilities until we have had a reasonable opportunity to investigate and remediate.
14.4 No unauthorised testing
You must not perform penetration testing, load testing, vulnerability scanning, scraping, fuzzing, denial-of-service testing, or similar security testing against the Services without Kuga's prior written permission.
15. Publicity and references
Unless you opt out by written notice, Kuga may identify you as a customer using your name and logo in customer lists, pitch decks, investor materials, and website materials. We will not imply endorsement or disclose confidential details without permission. If your plan includes white-label use, Kuga will respect applicable white-label settings in client-facing surfaces.
16. Compliance, export, and sanctions
You must comply with all laws applicable to your use of the Services, including laws relating to privacy, data protection, cookies, marketing, telecommunications, consumer protection, ecommerce, AI, employment, intellectual property, export controls, sanctions, anti-bribery, anti-corruption, and sector-specific regulation.
You confirm that you, your users, your clients, and your end users are not subject to sanctions or located in a jurisdiction where use of the Services is prohibited by UK, US, EU, UN, or other applicable sanctions or export controls. You must not use the Services for prohibited end uses.
17. Warranties and disclaimers
17.1 Mutual warranties
Each party warrants that it has authority to enter into these Terms and will comply with laws applicable to its own performance.
17.2 Service disclaimer
Except as expressly stated in these Terms or a signed agreement, the Services are provided "as is" and "as available". To the maximum extent permitted by law, Kuga disclaims all implied warranties, conditions, and representations, including merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, availability, and uninterrupted operation.
17.3 Customer responsibility
You are responsible for determining whether the Services are suitable for your intended use, industry, clients, end users, legal obligations, risk tolerance, and technical environment.
18. Indemnities
18.1 Your indemnity
You will defend, indemnify, and hold harmless Kuga, its affiliates, directors, officers, employees, contractors, processors, and licensors from and against claims, losses, damages, liabilities, penalties, fines, costs, and expenses, including reasonable legal fees, arising from or related to:
- Customer Content or your instructions;
- your clients, end users, agents, portals, widgets, preview links, deployments, or integrations;
- your breach of these Terms, laws, third-party rights, or third-party terms;
- your use of website crawling, file uploads, product catalogues, CRM data, booking data, or personal data without required rights or notices;
- claims that your products, services, promises, marketing, or client deliverables caused harm; or
- your misuse of AI outputs or automated workflows.
18.2 Kuga IP indemnity
Kuga will defend you against a third-party claim alleging that your authorised use of the Services infringes that third party's intellectual property rights, and will pay damages finally awarded or settlement amounts approved by Kuga, provided that you promptly notify us, give us control of the defence and settlement, and reasonably cooperate.
18.3 IP indemnity exclusions
Kuga's IP indemnity does not apply to claims arising from Customer Content, third-party services, open-source software, your modifications, your combination of the Services with non-Kuga products or data, use after we provide a workaround or termination right, beta features, or use outside these Terms.
18.4 Remedies for IP claims
If the Services are or may be subject to an infringement claim, Kuga may procure the right to continue providing them, modify them, replace them, or terminate the affected Services and refund prepaid unused fees for the terminated portion. This section states your exclusive remedy for third-party IP infringement claims.
19. Limitation of liability
19.1 Unlimited liability
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, wilful misconduct, payment obligations, misuse of intellectual property, or any liability that cannot be excluded or limited by law.
19.2 Excluded losses
To the maximum extent permitted by law, Kuga will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, anticipated savings, business opportunity, data, contracts, reputation, or business interruption, whether arising in contract, tort, negligence, statute, or otherwise, even if Kuga knew or should have known such losses were possible.
19.3 Liability cap
To the maximum extent permitted by law, Kuga's total aggregate liability arising out of or related to the Services and these Terms will not exceed the greater of: (a) the fees you paid to Kuga for the Services giving rise to the claim in the 12 months before the event giving rise to liability; or (b) GBP 100.
19.4 Basis of bargain
The limitations in this section are fundamental to the allocation of risk between the parties and apply even if a remedy fails of its essential purpose.
19.5 Claims period
To the extent permitted by law, any claim against Kuga must be brought within 12 months after the event giving rise to the claim, or it is permanently barred.
20. Suspension and termination
20.1 Your cancellation
You may cancel your subscription through the account interface or by contacting support where no self-serve option is available. Cancellation takes effect at the end of the current billing period unless we agree otherwise.
20.2 Termination for cause
Either party may terminate these Terms or an affected order if the other party materially breaches and does not cure the breach within 30 days after written notice. Kuga may terminate immediately for serious misuse, unlawful use, non-payment, security risk, repeated breaches, infringement, or conduct that may expose Kuga to liability.
20.3 Suspension
We may suspend or limit access immediately where reasonably necessary to prevent harm, address security risk, comply with law, respond to third-party claims, enforce usage limits, address payment failure, or protect the Services. We will try to limit suspension to the affected account, agent, feature, or content where practical.
20.4 Effect of termination
On termination, your right to access the Services ends, live widgets and agents may stop working, integrations may be disconnected, client portals may be disabled, and unpaid amounts become due. You must stop using Kuga scripts, APIs, and confidential information.
20.5 Data export and deletion
We may provide reasonable data export functionality during an active subscription. After termination, we may delete or anonymise Customer Content according to our retention practices, backup cycles, legal obligations, and data processing terms. You are responsible for exporting Customer Content before termination or downgrade.
20.6 Survival
Sections relating to fees, Customer Content, data protection, confidentiality, intellectual property, restrictions, disclaimers, indemnities, liability, termination effects, governing law, and any provisions intended to survive will survive termination.
21. Disputes and complaints
21.1 Informal resolution
Before starting formal proceedings, each party agrees to try to resolve disputes in good faith by escalating the issue to an authorised representative, unless urgent injunctive relief, debt recovery, IP protection, or legal compliance requires faster action.
21.2 Injunctive relief
Either party may seek injunctive or equitable relief to protect confidentiality, intellectual property, security, or data without first completing informal resolution.
21.3 Governing law and courts
These Terms and any dispute or claim arising out of or in connection with them, including non-contractual disputes or claims, are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that Kuga may seek injunctive relief or enforce payment obligations in any competent jurisdiction.
22. Notices
Kuga may send notices by email, account notification, in-product message, posting on the website, or other reasonable method. You may send legal notices to KUGA AI LTD at the registered office above, with a copy by email to legal@kuga.ai. Notices are deemed received when delivered, posted, or sent, unless the sender receives a delivery failure.
23. General legal terms
23.1 Assignment
You may not assign or transfer these Terms without Kuga's prior written consent. Kuga may assign or transfer these Terms to an affiliate, successor, acquirer, or in connection with a merger, reorganisation, sale of assets, financing, or change of control.
23.2 Subcontracting
Kuga may use employees, contractors, affiliates, processors, and service providers to perform the Services, subject to Kuga remaining responsible for its obligations under these Terms.
23.3 Force majeure
Kuga is not liable for delay or failure caused by events outside its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, epidemics, government action, internet failures, cloud-provider failures, model-provider failures, utility failures, cyberattacks, or third-party service disruption.
23.4 Severability
If any provision is invalid or unenforceable, the remaining provisions remain in effect and the invalid provision will be interpreted or replaced to best achieve its intended economic and legal effect.
23.5 Waiver
A failure or delay in enforcing a provision is not a waiver. A waiver must be in writing and applies only to the specific instance stated.
23.6 No partnership
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, employment, fiduciary, or agency relationship, except where expressly stated.
23.7 Third-party rights
Except for Kuga affiliates, licensors, processors, and indemnified parties, no person other than the parties has rights to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
23.8 Entire agreement
These Terms and any documents incorporated by reference form the entire agreement between the parties about the Services and replace prior or contemporaneous understandings on that subject. You may not rely on any statement not expressly included in the agreement.
24. Definitions
In these Terms:
- "Account Data" means account registration, authentication, billing, support, security, and administrative data.
- "Agent" means an AI chat agent, widget, preview, workflow, or related configuration created through the Services.
- "Customer Personal Data" means personal data contained in Customer Content that Kuga processes as processor on your behalf.
- "Documentation" means Kuga's published user guides, technical instructions, support materials, and product documentation.
- "End User" means a person who interacts with an Agent, widget, portal, preview page, form, booking flow, or other customer-facing deployment.
- "Order Form" means an online checkout, invoice, plan selection, quote, or signed order document accepted by Kuga.
- "Services" means Kuga's websites, software, hosted platform, APIs, widgets, scripts, dashboards, portals, agents, integrations, support, and related services.
- "Usage Data" means technical, diagnostic, analytics, performance, security, and usage information generated by use of the Services.
25. Data Processing Terms
This Section 25 applies only to the extent Kuga processes Customer Personal Data as processor for you. The terms "controller", "processor", "sub-processor", "personal data", "processing", "personal data breach", and "data subject" have the meanings given in applicable Data Protection Laws.
25.1 Data Protection Laws
"Data Protection Laws" means all data protection and privacy laws applicable to the processing of Customer Personal Data under these Terms, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations, and any successor or replacement laws, each as amended from time to time.
25.2 Subject matter and duration
The subject matter is Kuga's provision of the Services. The duration is the period during which Kuga processes Customer Personal Data for you, including any post-termination retention or deletion period.
25.3 Nature and purpose of processing
Kuga processes Customer Personal Data to provide, host, secure, maintain, support, troubleshoot, monitor, and improve the Services; operate Agents; process conversations; ingest knowledge sources; route leads; support integrations; generate reports; provide client portals; prevent abuse; comply with law; and perform these Terms.
25.4 Categories of data subjects
Data subjects may include your employees, contractors, users, clients, client users, end users, website visitors, leads, contacts, prospects, customers, and other people whose data is submitted to or processed by the Services.
25.5 Categories of personal data
Personal data may include names, email addresses, phone numbers, business contact details, IP addresses, device and browser information, conversation content, lead details, booking details, CRM fields, support requests, user account details, integration metadata, uploaded file content, and other data submitted by or for you. You must not submit restricted sensitive data unless expressly permitted under Section 5.5.
25.6 Your instructions
Kuga will process Customer Personal Data only on your documented instructions, including these Terms, your account settings, product configurations, support requests, order forms, and written instructions, unless required by law. If Kuga believes an instruction infringes Data Protection Laws, Kuga will notify you where legally permitted.
25.7 Confidentiality
Kuga will ensure that personnel authorised to process Customer Personal Data are subject to appropriate confidentiality obligations.
25.8 Security measures
Kuga will implement appropriate technical and organisational measures designed to protect Customer Personal Data, taking into account the nature of processing, state of the art, implementation costs, and risks to individuals. Measures may include access controls, encryption in transit, logging, backups, network security, vulnerability management, incident response, and personnel controls.
25.9 Sub-processors
You give Kuga general written authorisation to use sub-processors to provide the Services. Kuga will impose data protection obligations on sub-processors that are materially equivalent to those in this Section 25. Kuga remains responsible to you for sub-processor performance of those obligations. Kuga may update sub-processors from time to time and will provide notice of material changes by reasonable means.
25.10 International transfers
Kuga may transfer Customer Personal Data outside the United Kingdom or European Economic Area where necessary to provide the Services, provided it uses a lawful transfer mechanism where required, such as adequacy regulations, standard contractual clauses, the UK International Data Transfer Agreement, the UK Addendum, or another valid mechanism.
25.11 Personal data breaches
Kuga will notify you without undue delay after becoming aware of a personal data breach affecting Customer Personal Data and will provide information reasonably available to help you meet your breach-notification obligations. You are responsible for notifying regulators and data subjects unless law requires Kuga to do so.
25.12 Assistance
Taking into account the nature of processing and information available to Kuga, Kuga will provide reasonable assistance with data subject requests, security obligations, breach obligations, data protection impact assessments, and regulator consultations. Kuga may charge reasonable fees for assistance that is not caused by Kuga's breach of these Terms.
25.13 Deletion or return
On termination, expiry, or your written request, Kuga will delete or return Customer Personal Data in accordance with the Services' functionality, retention practices, backup cycles, and legal obligations. Kuga may retain Customer Personal Data where required by law, for legitimate dispute, security, compliance, or backup purposes, or where data has been anonymised.
25.14 Audits
Kuga will make available information reasonably necessary to demonstrate compliance with this Section 25. Audits must be reasonable, limited to relevant records, conducted during normal business hours, subject to confidentiality, avoid disruption, and not compromise the security or confidentiality of other customers. Kuga may satisfy audit requests through security summaries, certifications, questionnaires, or third-party reports where appropriate.
25.15 Customer responsibilities
You are responsible for the lawfulness, fairness, transparency, accuracy, minimisation, retention, and security of Customer Personal Data before and after it is submitted to the Services. You must ensure that your instructions are lawful and that you have all required notices, consents, lawful bases, contracts, and assessments.
26. Contact
For questions about these Terms, contact legal@kuga.ai or write to KUGA AI LTD, 128 City Road, London, EC1V 2NX, United Kingdom.