Terms of Service

1. Agreement

These Terms of Service (“Terms”) form a legal agreement between you or the organisation you represent (“Customer”, “you” or “your”) and KaariWorks and its applicable contracting entity (“KaariWorks”, “we”, “us” or “our”).

By accessing or using the Service, creating an account, accepting an order form, subscription, proposal or other commercial document that incorporates these Terms, you agree to be bound by them. If you are using the Service on behalf of an organisation, you represent that you have authority to bind that organisation.

If a separate written agreement, order form or subscription agreement applies to your use of a particular Service, that agreement will control to the extent of any conflict with these Terms.

2. The Service

KaariWorks provides a vertical operating environment for businesses in the built-world ecosystem, including capabilities for lead-to-cash operations, distribution, sales force automation, order management, product information, pricing, schemes, loyalty, support, analytics, integrations and AI-assisted workflows.

The Service may connect systems, people, processes, channels, data and AI agents. Available functionality may vary by plan, subscription, geography, product, configuration or commercial agreement.

We may introduce, modify, enhance or discontinue features from time to time, provided that material changes to paid functionality will be handled in accordance with the applicable commercial agreement where one exists.

3. Accounts & Access

4. Customer Data

“Customer Data” means data, content, records, documents, product information, transaction information, communications and other materials submitted to or processed through the Service by or on behalf of Customer.

As between the parties, Customer retains its rights in Customer Data. Customer grants KaariWorks the rights reasonably necessary to host, process, transmit, display, analyse and otherwise use Customer Data to provide, secure, maintain and improve the Service, subject to the applicable agreement and privacy requirements.

Customer is responsible for ensuring that it has the necessary rights, notices, permissions and lawful basis to provide Customer Data to KaariWorks and to instruct KaariWorks to process it.

Where applicable, additional data-processing terms may govern personal data processed on Customer’s behalf.

5. AI Features

The Service may include AI-assisted search, recommendations, summarisation, classification, content generation, workflow assistance, conversational interfaces, automation and agentic capabilities.

AI-generated outputs may be incomplete, inaccurate, outdated or unsuitable for a particular business decision. Customer is responsible for reviewing outputs and applying appropriate human judgement before relying on them for material operational, financial, legal, safety, employment or customer-facing decisions.

AI features may depend on third-party models or services. Their availability and behaviour may change as those providers update their systems. Specific contractual commitments concerning AI processing, model training, retention or data use should be addressed in the applicable agreement or data-processing terms.

6. Acceptable Use

You must use the Service lawfully and responsibly. You must not:

• use the Service to violate applicable law, regulation or third-party rights;
• attempt to gain unauthorised access to the Service, another account or connected systems;
• interfere with, disrupt or circumvent security, rate limits or technical controls;
• upload malicious code, harmful files or content designed to compromise systems;
• use the Service to send unlawful, deceptive, abusive, fraudulent or unsolicited communications;
• reverse engineer, decompile or attempt to extract source code or underlying models except where applicable law expressly permits it;
• use the Service to build or operate a substantially competing service using non-public KaariWorks materials or functionality;
• misrepresent AI-generated content as verified human analysis where such representation would be misleading; or
• use the Service in a manner that creates unreasonable risk to individuals, property, safety or critical business operations.

7. Third-Party Services

The Service may integrate with or depend on third-party systems such as ERP, CRM, DMS, payment providers, messaging platforms, commerce platforms, mapping services, cloud infrastructure and AI model providers.

Third-party services are governed by their own terms and policies. KaariWorks is not responsible for third-party services, including their availability, performance, security, pricing, data practices or changes, except where expressly agreed in writing.

Customer authorises KaariWorks to exchange data with connected services as necessary to provide configured integrations and workflows.

8. Intellectual Property

KaariWorks and its licensors retain all rights, title and interest in the Service, software, platform technology, interfaces, documentation, designs, trademarks, know-how and related intellectual property, excluding Customer Data and materials owned by third parties.

Subject to these Terms and payment of applicable fees, KaariWorks grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Service during the applicable subscription period for its internal business purposes.

Feedback, suggestions or ideas provided by Customer may be used by KaariWorks without restriction, provided that KaariWorks does not disclose Customer Confidential Information in doing so.

9. Fees & Payment

Paid subscriptions, implementation services, usage-based services and other charges will be stated in the applicable order form, proposal, subscription plan or commercial agreement.

Unless otherwise agreed, invoices are payable within the payment period stated on the applicable invoice or commercial agreement. Taxes, duties and government charges applicable to the purchase are the Customer’s responsibility, excluding taxes imposed on KaariWorks’ income.

Failure to pay undisputed amounts may result in suspension after reasonable notice, subject to any applicable contractual cure period.

10. Confidentiality

Each party may receive non-public information from the other party that is reasonably understood to be confidential (“Confidential Information”). The receiving party will use reasonable care to protect Confidential Information and will use it only for purposes of the relationship.

Confidentiality obligations do not apply to information that is publicly available without breach, already lawfully known, independently developed without use of Confidential Information, or lawfully received from a third party without confidentiality restrictions.

A party may disclose Confidential Information where required by law, provided it gives advance notice where legally permitted.

11. Security

KaariWorks will maintain reasonable technical and organisational measures designed to protect the Service and Customer Data against unauthorised access, loss, misuse or alteration.

Customer acknowledges that no internet-based service can guarantee absolute security. Customer is responsible for maintaining appropriate endpoint security, access controls, credentials and configurations within its control.

12. Availability & Changes

KaariWorks will use reasonable efforts to make the Service available, subject to maintenance, upgrades, emergencies, third-party dependencies and events beyond its reasonable control.

Where a service-level agreement applies, availability, support response times, service credits and related commitments will be governed by that agreement rather than this section.

We may update these Terms from time to time. Material changes will be communicated through reasonable means. Continued use of the Service after the effective date of an updated version constitutes acceptance where permitted by applicable law.

13. Disclaimers

Except as expressly stated in a written agreement, the Service is provided on an “as available” and “as is” basis to the maximum extent permitted by law.

KaariWorks does not warrant that the Service will be uninterrupted, error-free, completely secure, or that AI-generated outputs will always be accurate or suitable for a particular purpose.

Customer remains responsible for business decisions, pricing, credit decisions, product specifications, project decisions, communications, regulatory obligations and other actions taken using information or outputs from the Service.

14. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill or anticipated savings arising from the relationship.

To the extent permitted by applicable law, KaariWorks’ aggregate liability arising out of or relating to the Service will be limited to the fees paid or payable by Customer for the Service during the twelve months preceding the event giving rise to the claim, subject to any different limitation in a signed commercial agreement.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited.

15. Indemnification

To the extent permitted by applicable law and subject to the applicable agreement, Customer will defend and indemnify KaariWorks against third-party claims arising from Customer Data, Customer’s unlawful use of the Service, or Customer’s breach of these Terms.

Any additional indemnification obligations, including intellectual-property indemnities, will apply only where expressly agreed in the applicable commercial agreement.

16. Suspension & Termination

Either party may terminate a subscription or agreement according to the applicable commercial terms. KaariWorks may suspend access where reasonably necessary to prevent security risks, unlawful activity, material abuse, or material harm to the Service or other customers.

On termination, Customer’s right to use the applicable Service ends. Subject to the applicable agreement and technical feasibility, KaariWorks will provide reasonable mechanisms for Customer to retrieve Customer Data during the applicable retention period.

Sections that by their nature should survive termination, including intellectual property, confidentiality, disclaimers, liability, indemnification and governing law, will survive.

17. Governing Law

These Terms will be governed by the laws specified in the applicable order form or commercial agreement. If no governing-law provision has been agreed, the parties should specify the contracting KaariWorks entity and applicable jurisdiction before these Terms are used as a binding customer agreement.

Nothing in these Terms prevents either party from seeking urgent or equitable relief from a court of competent jurisdiction where appropriate.

18. Contact

Questions regarding these Terms or the KaariWorks Service may be directed to:

The contracting legal entity, registered address and jurisdiction should be inserted here before publication as a binding legal agreement.