Kudocs Legal

Last updated: May 2019
The boring but important stuff.  The following terms govern your use of Kudocs and our relationship with you.

Terms & Conditions

Introduction

Kudocs is an online company management software tool to help you streamline your corporate affairs. It is accessible online via our website, any mobile and/or web based application as available from time to time.

These terms and conditions together with our privacy policy and cookie policy (the “Terms”) govern your use of Kudocs and apply from the time that you access the Service or commence a Subscription. Kudocs will evolve over time and reserves the right to change these Terms at any time by uploading any new Terms on our website or making all reasonable efforts to communicate the new Terms to you by email or notification via the Kudocs website. It is your obligation to ensure that you have read, understood and agree to the most recent Terms available on the Kudocs website. Continued use of the Service after any such change of Terms will be deemed as acceptance of such.

By registering to use Kudocs you:

  • acknowledge that you have read, understood and agreed to these Terms; and
  • warrant that, if you are using Kudocs for or on behalf of any person or entity other than yourself, you have the authority to act on behalf of that person or entity, and have agreed to these Terms on their behalf.
  1. Definitions
    1. Admin User A User who has the highest level of access and control over a Company’s use of the Services. This includes the ability to grant other Users access to the Service, and the rights associated with those Users.
    2. Authentication Code: access and authorisation code issued by Companies House, that is unique to each Company.
    3. Billing Lead: the User responsible for the Company’s payment details and obligations.
    4. Company: the UK registered corporate entity that has a Subscription for the Services and is lawfully managed by the Admin User and/or other Users.
    5. Companies House: an executive agency of the UK Government operating as the official registrar of companies and/ or any successors in role or title.
    6. Confidential Information: all information obtained from the other party which by its nature should be treated as confidential information and which may come into a party’s possession or into the possession of a party’s employees, agents or subcontractors as a result of or in connection with a Subscription, together with all information of a confidential nature which may be derived from such information. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of its disclosure by the receiving party or its representatives in breach of these Terms (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); (b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; (c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; (d) the parties agree in writing is not confidential or may be disclosed; (e) is developed by or for the receiving party independently of the information disclosed by the disclosing party; or (f) is trivial, obvious or useless.
    7. Fee: the monthly or annual subscription fee, excluding any taxes and duties, payable by the Company for the Services, as agreed between the Company and Kudocs.
    8. GDPR: The General Data Protection Regulations
    9. Intellectual Property Rights (IPR): included but not limited to patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
    10. Invited User: any person or entity that uses the Service for a Company with the authorisation of the Admin User.
    11. Kudocs, We: Kudocs Limited, company number 09611371, registered office Third Floor, Marlborough House, Victoria Road South, Chelmsford, Essex, England, CM1 1LN.
    12. Kudocs Content: any information, document or material (copyright or otherwise) that we make available through the Service to allow your use of the Service (e.g. data that is part of the functionality or architecture of the Service) and any information, document or material we provide you for your convenience only (e.g. guidance on data protection or other regulatory requirements).
    13. Payment Details: payment card details and/or bank account details that you provide to Kudocs to process your payment of the Fee or any other amount due under these Terms.
    14. Payment Provider: Third party payment provider used by Kudocs to process card details.
    15. Service/s: the online company management software as a service tool to help you manage your corporate affairs, including the Kudocs website (currently www.kudocs.co.uk) and Kudocs Content, as available from time to time.
    16. Subscription: the right for one Company to access and use the Service in accordance with these Terms and any other provisions of their specific package (e.g. duration, Fee, functionality, etc).
    17. User: Any person who is registered with a Kudocs account to access and use the Services, whether or not they have access to a specific Company.
    18. Y/you, Y/your: any person or entity (including a Company) who registers or is registered to use the Service (whether or not they use the Service) for the Company.
    19. Y/your Content: any document, data or information (including User details) provided or obtained by a Company, you or by a User in using the Service, excluding any data that it is part of the functionality or architecture of our Service.
  2. Licence to Use Service

    Subject to these Terms, and in consideration for the Company’s payment of a Fee to Kudocs, the Company and you are granted a non-exclusive, non-transferable, license to access and use the Service.

  3. Responsibility for Use of Service
    1. A Company is responsible and accepts liability for all Users when using the Services on its behalf (whether authorised or not), including their activities, adherence to these Terms and compliance with law. If at any stage a Company has concerns about the Users associated with it or their compliance with these Terms, it must contact Kudocs immediately.
    2. Notwithstanding clause 3a), each User is also individually responsible, and accepts liability, for their lawful use of the Service and adherence to these Terms and compliance with law. If at any stage a User has concerns about, access to the Service in that User’s name, it should contact Kudocs immediately.
    3. Notwithstanding clauses 3a) and 3b), Kudocs reserves the right to bring any claim against either a Company or its Users as jointly and severally liable for any breach of these Terms or for compensation for any loss it suffers as a result of a Company or User’s use of the Service.
  4. Permitted Use
    1. You must only use the Service and Kudocs Content for lawful business purposes, in accordance with these Terms and any notice communicated to you by Kudocs. Use of the Service on behalf of a Company is permitted provided that you are authorised to do so by that Company and act in accordance with these Terms and any rules (e.g. articles of association) or laws that apply to that Company.
    2. You warrant that you will:
      1. use the Service and Kudocs Content in a fair way;
      2. not use, for the duration of the relevant Subscription and for 2 years after its termination, Kudocs Content or the elements of the Service, to create another service in direct or indirect competition with Kudocs; and
      3. not use the Service or Kudocs Content in a way that restricts or materially undermines Kudocs’ prospect of acquiring or retaining its clients.
    3. Kudocs enables Users to perform various company management activities as part of the Service. This may include:
      1. granting access to the Service to other Users;
      2. communicating with company stakeholders;
      3. passing company resolutions;
      4. filing documents at Companies House; and
      5. updating the Company’s registers on Kudocs.

      By using Kudocs to perform any such action, you warrant that you have all the requisite authorities from, and act on behalf of, the Company and Users (including the correct legal basis in accordance with GDPR to use their data) and when you use Kudocs to perform any such activity (whether that activity is carried out directly by you or is a consequence of you commencing some other activity), you shall do so in accordance with the law and rules that apply to that Company (e.g. by ensuring that where applicable the correct settings are applied). Kudocs expressly does not warrant that an activity carried using the Service will comply with the law or rules applicable to a Company: it is for the User to ensure the Service meets the requirements of the Company and is used correctly. You agree and accept that Kudocs is not liable for how you use the Service.

    4. Use of the Service is subject to functional limitations as detailed in the terms of your Subscription for the Service. In the event you wish to exceed these limitations (e.g. upgrade your Subscription) you authorise Kudocs, or any third-party payment provider, to use your Payment Details to charge you accordingly.
    5. The Service is intended solely for persons who are eighteen or older. By accessing or using the Service, you represent and warrant that you are or exceed this age. Any access to or use of the Service by anyone under eighteen is prohibited, unless authorised in writing by Kudocs.
    6. You agree and undertake to use the Service in Accordance with our Website and Permitted Use Policy.
  5. Rules of Use

      Authority and Permissions

    1. You warrant to adhere to clause 4.
    2. You warrant that the valid Authentication Code has been or will be used lawfully and correctly (and will be updated as needed) to authorise the connection between the Service and Companies House.
    3. You agree to provide Kudocs with any technical or other information as may be needed to enable Kudocs to provide the Services.
    4. By subscribing to the Service, you acknowledge, agree and undertake that:
      1. your Subscription may only be used for the Company named in the initial registration form and is not transferable;
      2. your Subscription is not transferable or assignable;
      3. you will make sure that your Invited Users are bound by and comply with these Terms.
    5. Provision of Information

    6. All your Content that is uploaded to, transferred through, processed or entered into the Services shall be your responsibility and you shall defend and indemnify Us for any claim, suit or proceeding brought against Us, by Users and/or third parties that are connected to Content processed by you within the services.
    7. You undertake to provide accurate contact, billing and payment information, including updating such information when changes occur.
    8. Your Content

    9. You are solely responsible for the content and accuracy of your Content. Kudocs provides a functionality to manage your Content, it does not warrant as to the accuracy, lawfulness of otherwise of you Content generated or stored using the Service.
    10. You may upload, download, store, reproduce, transmit, display, print, copy, distribute or use any of your Content, provided that:
      1. you do so in accordance with these Terms;
      2. you will be exclusively responsible for any such activity.
    11. Kudocs Content

    12. Subject to these Terms, you may, using the functionality of the Service search, view, download, retrieve, store, print, display and share with Users and members of your Company reasonable portions of Kudocs Content.
    13. You acknowledge and undertake:
      1. to maintain and abide by any author attribution, copyright, trademark or other proprietary notice or restriction in the Service or in any Kudocs Content downloaded, printed or reproduced in any way, and to include such notices on any copy you make;
      2. to store or retain Kudocs Content only for the duration of the Service.
    14. Use of Service

    15. To use the Service, you acknowledge, agree and undertake:
      1. to follow any instructions provided by Kudocs;
      2. to provide and maintain current, accurate and complete information about you;
      3. in the case of a Company, to ensure that the Company and its Users update Us to ensure all information remains current, accurate and complete;
      4. in the case of a Company to ensure that the individual settings that apply to that Company’s use of the Service are applied correctly to the particular requirements of that Company, so that the Service operates lawfully insofar as that Company is concerned;
      5. not to do anything which would assist an unauthorised access or use of our Service;
      6. not to pass yourself off as another user.
    16. Communication Functionality

    17. You agree and undertake to use any communication tools available through the Service (such as any forum, chat room, or circulation of resolutions for approval) exclusively for lawful and legitimate purposes relating to:
      1. your own corporate affairs; or
      2. providing professional services to your clients within the limits set forth in these Terms.
    18. You must not use any such communication tool for direct or indirect marketing purposes and/or for posting or disseminating:
      1. any material unrelated to the use of the Service for the Company concerned;
      2. files that may damage any other person's computing devices or software;
      3. content that may be offensive to any other users of the Service; and
      4. content violating any law, including, but not limited to, material that is immoral or protected by copyright or trade secrets which you do not have the right to use.
    19. When you use any communication tool available through the Service you represent and warrant that you:
      1. are permitted to make such communication (e.g. with the authority of the Company concerned); and
      2. take full responsibility for such communication and any content related to it.
    20. Your use of Kudocs’ communication tools is at your own risk. Without prejudice to clauses 14 and 15 of these Terms, Kudocs disclaims any responsibility in relation to the reliability, security, availability, completeness, accuracy, availability, timeliness, security or reliability of our communication tools and to any content uploaded, posted, or shared through our communication tools.
    21. Kudocs reserves the right to remove any communication uploaded, posted or shared through our communication tools at any time if we feel that it may breach these Terms, to be decided in our sole discretion.
  6. Users and Login
    1. A User registers for their own unique account, either proactively through the Kudocs website, or as an Invited User. Kudocs will use reasonable endeavours to ensure that login requirements for an account remain safe and secure. This may include imposing restrictions on passwords and requiring users to renew their passwords periodically.
    2. It is your obligation to take all actions reasonably necessary to maintain the security of the credentials you use for the Service. This includes, but is not limited to, ensuring that usernames and passwords are kept secure and confidential and not shared with anyone. You must immediately notify Kudocs of any unauthorized use of your login details or any other breach of security. Kudocs can reset login details if needed.
    3. You warrant that:
      1. As a User you are authorized to use the Service for a Company and access, upload download and make changes to the Data stored for that Company on the Service.
      2. As a Company, you are responsible for authorizing any User to access or use the Service on your behalf and you agree that Kudocs has no obligation to provide any person access to the Service without your authorization and may refer any requests for access to you.
      3. You will indemnify Kudocs against any claims or loss relating to: Kudocs’ refusal to provide any person access to the Service in accordance with these Terms; or Kudocs granting access to the Service with your authorization.
    4. You acknowledge, undertake and agree that:
      1. further to clause 3, a Company is responsible for all Users of the Service, including the actions they perform using the Service, and Users are individually responsible for their own use of the System. A Company will ensure that all Users are fully aware of and bound by these Terms;
      2. a Company must have at least one Admin User and a Billing Lead (they can be the same User);
      3. the User that creates an account for a Company will default to an Admin User.
      4. an Admin User can create other Users (Invited Users) and determine individual User rights;
      5. You (whether a Company or a User) will comply with all data protection requirements (including but not limited to the requirements of GDPR) when providing information about its stakeholders and/or Users.
      6. the User that first sets up the Company’s payment details will default to the Billing Lead. To change this, please contact Kudocs;
      7. if there is any dispute between Users regarding access to or use of the Service, the Admin Users shall decide (by simple majority) what use of and access to the Service that User shall have.
  7. Subscription
    1. Kudocs offers monthly and annual Subscriptions. Unless otherwise agreed with Kudocs in writing, a Subscription gives one Company access to the Service in accordance with the terms of that Subscription
    2. Each order placed through our website is deemed to be an offer by you to use the Service and where applicable pay the Fee subject to these Terms and acceptance of the order by Kudocs. We may accept or decline a request for Subscription at our discretion.
    3. Unless otherwise agreed with Kudocs:
      1. your Subscription begins on the date Kudocs emails you confirming receipt of your payment of the Fee and that your Subscription has been activated.
      2. your Subscription anniversary will be the day before the annual or monthly anniversary of your activation of the Service. If that date does not exist (e.g. you started your Subscription on 31st, but the following month ends on 30th), the renewal date will become the previous calendar day (i.e. 30th).
      3. If you have a monthly Subscription, it will automatically renew unless you give Kudocs not less than thirty days written notice to terminate your Subscription.
      4. If you have an annual Subscription, unless otherwise agreed with Kudocs, it will automatically renew unless you give Kudocs not less than 30 days written notice to terminate your Subscription. Kudocs will send a reminder to the Billing Lead 45 days prior to the anniversary.
    4. Kudocs reserves the right to change the Fee from time to time.
      1. Changes to your Fee will not take effect until after the end of your initial Subscription period.
      2. Kudocs will contact the Billing Lead by email giving you 14 days’ notice of any change in your Fee. If you do not agree to this Fee change, you must notify Kudocs in writing within this fourteen day notice period.
      3. Your continued use of our Service constitutes acceptance of any Fee change.
    5. You can cancel your Subscription and receive a full refund within 14 days of activation, provided that you have not used the Service in that time. If you have used the Service, Kudocs reserves the right to give you a partial refund, reflecting the use of the Service to date. To cancel your Subscription, please contact Kudocs in writing.
  8. Payment
    1. Unless otherwise agreed with Kudocs, you acknowledge and agree that your Fee must be paid in full at the beginning of each Subscription period.
    2. When you purchase a Subscription you will provide Us with your Payment Details and authorise Us to use your Payment Details:
      1. to charge you for the corresponding Fee;
      2. to charge you for future payments of the Fee on renewal of your Subscription;
      3. to charge you for any additional payment above and beyond the Fee (see clause 4d); and
    3. You may be required to provide your Payment Details to a Payment Provider. This may require registering with and agreeing to the terms of service of the Payment Provider. Kudocs is not a part of any agreement between you and the Payment Provider, Kudocs has no control over the Payment Provider website or service. your use of the Payment Provider service or website is at your own risk.
    4. The Fee is non-refundable except as expressly set out in these Terms.
    5. The Fee should not change for the duration of your Subscription (unless you upgrade your Subscription) but may change on renewal.
    6. All payments made by you under this Service Agreement will be made in full without any set-off or counterclaim and free from any deduction or withholding.
    7. An invoice will be issued each month or year, determined by your Subscription term. All Kudocs invoices will be sent to the Billing Lead’s email address. You can change your Billing Lead by contacting Kudocs.
    8. The Fee is exclusive of taxes.
  9. Termination
    1. You may terminate a Subscription without cause only in accordance with clause 7.
    2. Either party may terminate a Subscription, upon notice, if
      1. an effective resolution is passed for the winding up of the other party (other than for the purposes of amalgamation or reconstruction);
      2. the other party enters into a composition with its creditors; receives a court order for its winding up; has a receiver, manager, administrative receiver or administrator appointed with respect to it; ceases to be able to pay its debts as they fall due; or takes or suffers any action similar to any of the above in any jurisdiction.
      3. the other party materially breaches these Terms and the breach is incapable of being cured.
    3. Kudocs may, with 7 days’ notice, terminate the Subscription in whole or in part, or modify it or modify the terms on which it is provided, if:
      1. you fail to pay any Fee due in accordance with these Terms; or
      2. you commit a breach of any of these Terms (if such a breach is remediable) and you fail to remedy that breach within 14 days of being notified of the breach
    4. Kudocs may suspend all or part of the Service and your rights in relation to that Service if:
      1. all or part of the Subscription becomes: illegal or contrary to any law, regulation, guideline or request of any regulatory authority; or subject to a claim or potential claim that it infringes or violates the rights of any third party. You acknowledge that Kudocs but may not be able to give reasonable prior notice if the triggering event is under the control of a third party;
      2. Kudocs is required to do so: by law or regulation or at the request of any relevant regulatory authority; or in order to protect Kudocs’ systems and security and for the purposes of scheduled maintenance. Any such suspension may continue until Kudocs is satisfied that the condition is remedied.
    5. Termination of all or any part of this Service Agreement will not affect a party’s respective accrued rights and obligations. You shall have the right to retain copies of your Content. Clauses shall survive termination if survival is obvious by their nature.
  10. Maintaining the Service
    1. Kudocs aims to provide the best service possible but does not give any warranty that the Service will be uninterrupted or error free, that defects will be corrected or that the Service or external servers are free of viruses or anything else which may be harmful.
    2. Kudocs may perform maintenance and development activities to ensure the efficiency or safety of the Service and will use reasonable endeavours to minimise the impact of any such disruption. You acknowledge that the Service may therefore be unavailable from time to time and waive any claim that you may have against Kudocs arising from such unavailability.
    3. Kudocs reserve the right to change, suspend, add or withdrawn aspects of the Service from time to time without notice or liability to you. You waive any claim that you may have against Kudocs arising from such unavailability.
    4. Continued use of the Service following any change constitutes your acceptance of the change.
  11. Intellectual Property Rights

      Kudocs IPR

    1. You acknowledge that, except for your Content, Kudocs is the sole owner of all IPR in the Service, including any underlying software and in Kudocs Content and all such rights are reserved, unless specifically granted in these Terms.
    2. Kudocs is a registered trademark. you may not use “Kudocs” or other marks that are the same or similar to “Kudocs”, (including graphics, logos, page headers, etc) in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Kudocs. All other trademarks not owned by Kudocs that may appear on the Service or in the Kudocs Content are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Kudocs.
    3. Except as expressly authorised by Kudocs in the Terms, you shall not, with regards to the Service or Kudocs Content, do any of the acts restricted by copyright, as defined in the Copyright, Designs and Patents Act 1988, as amended, unless previously authorised in writing by Kudocs.
    4. Your IPR

    5. You acknowledge and warrant to be the sole owner or licensee of all IPR in your Content and that our use of your Content for the purpose of providing you with the Service is fully authorised by the respective owner and will not infringe any third-party IPRs.
    6. Title to, and all IPR in, your Content remain your property. However, your access to your Content is contingent on payment of Fee when due.
    7. Subject to these Terms, you grant Kudocs a licence to use, copy, transmit, store, and back-up your Content for any lawful purpose necessary to provide and maintain the Service for you and other Users. In addition, Kudocs reserves the right to run statistical analysis and other researches on your aggregate anonymised data.
    8. If you enable third-party applications to be used in conjunction with the Service, you acknowledge that Kudocs may allow the providers of those third-party applications to access your Content as required.
    9. Kudocs adheres to its best practice policies and procedures to prevent data loss, including a system data back-up regime, but cannot guarantee there will be no data loss. Kudocs expressly excludes liability for any data loss howsoever caused.
    10. In the event of termination or cancellation:
      1. you must make all reasonable efforts to remove or take copies your Content from the Service as soon as possible (in the event of cancellation before the expiry of your notice period).
      2. you may contact Kudocs to arrange support for removal of your Content from the Service (such arrangement not to be unreasonably withheld). Kudocs reserves the right to charge for any support.
      3. Unless otherwise agreed with Kudocs, we will retain a secure copy of your Content for 6 months after termination or cancellation.
    11. Kudocs recommends you maintain copies of all your Content.
  12. Data Protection
    1. Kudocs is the data controller for the purpose of these Terms. We will process your personal data on the basis that: (i) such processing is necessary in order to enter into and perform Terms, and provide you with the Service; and (ii) we have a legitimate interest as a service provider to process personal data to provide our service. To learn more about your rights and how we use your data, please read our Privacy Policy available on our Website.
    2. you remain responsible for the fair treatment of any personal data that you process, such as any personal data contained in your Content (including personal data about other people, such as your stakeholders or Users). To learn more about your obligation and rights in relation to privacy and data protection please visit the Information Commissioner’s Office (https://ico.org.uk/).
  13. Confidential Information
    1. Except as expressly permitted by this clause 13, each party undertakes that for the duration that these Terms apply and for two years after termination it shall not disclose or use the other party's Confidential Information for any purpose other than to perform its obligations under these Terms.
    2. Notwithstanding clause 13a) above, each party may disclose the other party's Confidential Information:
      1. to its representatives who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with these Terms, provided that the party informs such representatives of the confidential nature of the Confidential Information before disclosure; and it procures that its representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause 13 as if they were a party to these Terms. At all times, the party will be liable for the failure of any Representatives to comply with the obligations set out in these Terms;
      2. as may be required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
    3. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this clause 13 are granted to the other party, or to be implied from these Terms.
    4. On termination of a Subscription Service Agreement, each party shall destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information.
  14. Limitations of Service and No Warranties
    1. The Service is provided on an "as is" and "as available" basis. Kudocs limits its warranties to the fullest extent permissible under applicable law. You acknowledge and agree that you use the Service at your own sole risk.
    2. Kudocs takes all reasonable care to ensure that the Service is accurate and up to date. Kudocs makes no representations, warranties or undertakings about any of the information, content or functionality provided by the Service (including, but not limited to quality, accuracy, fitness for purpose, completeness or reliability).
    3. Kudocs benefits from the retrieval of information from Companies House, but has no control over this and accepts no liability for the quality or accuracy of that information.
    4. The Service and Kudocs Content are available to you for your convenience only. Kudocs is not a professional services firm. Kudocs does not provide (through the Service, by customer support or otherwise) you with professional advice (legal, regulatory or otherwise) relating to your use of the Service. By using the Service you confirm your agreement to this limitation of Service and warrant to obtain separate professional advice whenever reasonably appropriate.
    5. You remain solely responsible for complying with all applicable laws and regulatory obligations. It is your responsibility to check that Users of the Service comply with applicable laws (including any laws requiring you to retain records).
    6. Kudocs disclaims all responsibility and liability for any harm, loss or damages to your devices, computer systems, networks or data, resulting or deriving from access or use of third-party applications available on or through the Service.
    7. No advice or information, whether oral or written, obtained from Kudocs or through the Service or Kudocs Content creates any warranty or representation not expressly made herein.
    8. Where the Service contains links to other sites and resources provided by third parties, these links are provided for your information only and activating these links may cause you to leave the Website. Kudocs has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them.
  15. Limitation of Liability
    1. Kudocs’ only liability under these Terms and your only remedy shall be for breach of contract for the supply of Services and all other liability is excluded to the maximum extent permitted by law as detailed in this clause 15 below.
    2. If you are not satisfied with the Service, your sole and exclusive remedy is Termination in accordance with these Terms.
    3. In any event Kudocs’ liability in any event (including breach of contract) for the supply of the Service or any representation given in connection with such a contract) shall be:
      1. limited to the aggregate Fees paid for the Service over the 24 months prior to the event giving rise to the claim; and
      2. confined only to you.
    4. You acknowledge and accept that to the maximum extent permitted by law, Kudocs and its affiliates (including officers, employees, successors or assignees) excludes all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
    5. You acknowledge and agree that, to the fullest extent permitted by law, regardless of the form of action, in no event will Kudocs or its affiliates (including, without limitation, officers, employees, successors or assignees) be liable to you or any other party for any direct or indirect loss, damage, cost, expense or liability of any kind arising in any way out of or in connection with:
      1. The availability, access, use, reliance on, or inability to use or access the Service, or any of your or Kudocs Content;
      2. Kudocs access or use of your Data or Content in connection with the Service;
      3. Any conduct or data of any third party submitted or accessible through the Service, including without limitation, any defamatory, offensive or illegal content or conduct of other users or third parties; and
      4. Unauthorised access, use, disclosure or alteration of your Content or Data.
    6. Without prejudice to clause 15e) above, Kudocs disclaims, to the fullest extent permitted by applicable law, any liability arising in any way out of or in connection with the Service, including but not limited to: loss of profits; loss of revenue; business interruption; loss of business; loss of goodwill; loss of customers; loss of programs and the cost of replacing equipment or software; loss of records, information or Data; loss of use of Data; loss of or damage to reputation; loss of capital; downtime costs; loss under or in relation to any other contract; loss of anticipated savings or benefits; any indirect, special, consequential, exemplary, punitive, or incidental loss; and any loss attributable to errors, omissions, or other inaccuracies in the Service.
    7. You acknowledge that Kudocs has no control over or responsibility for databases, data, or computer systems managed by Companies House or any other third-party and you release and hold Kudocs harmless from all liability arising out of or in connection with any use of such third-party systems.
    8. Nothing in these Terms shall be construed so as to exclude or limit Kudocs’ liability for death or personal injury as a result of Kudocs’ (or its officers, employees or agents) negligence, nor Kudocs’ liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
  16. Not Dealing as a Consumer
    1. You warrant and represent that you are registering for and using the Service wholly or mainly within your trade, business, craft or profession.
    2. You agree and acknowledge that to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect consumers in any jurisdiction does not apply to the supply or use of the Service, Website and App.
    3. Kudocs reserves the right to monitor your usage of the Service and to terminate your Subscription in case of any substantial breach of these Terms.
  17. Third Parties

    Nothing in these Terms shall be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person that is not a party to these Terms.

  18. Entire Agreement

    These Terms contain the entire agreement and understanding between the parties relating to the Service or Subscription and supersedes all prior and/or contemporary agreements, arrangements, statements and understandings, whether oral or written, relating to the subject matter of these Terms.

  19. Severability

    Should any provision of these Terms be or become fully or partially invalid, illegal or unenforceable, the remainder of these Terms shall remain in full force and effect.

  20. Waiver

    Should any provision of these Terms be or become fully or partially invalid, illegal or unenforceable, the remainder of these Terms shall remain in full force and effect.

  21. Force Majeure
    1. Any delay in or failure by either party in performance of the Terms shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labour disturbances, war or sabotage (each being a Force Majeure Event).
    2. The affected party will promptly notify the other party upon becoming aware that any Force Majeure Event has occurred or is likely to occur and will use its best efforts to minimise any resulting delay in or interference with the performance of its obligations under these Terms.
  22. Assignment
    1. You may not assign the Subscription without the prior written consent of Kudocs.
    2. Kudocs reserves the right, upon written notice to you, to assign the Subscription (in whole or in part) to one or more of our subsidiaries, or to a third party in connection with the sale of all or part of Kudocs’ equity, business or assets. Subject to the above, the Terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assignees.
  23. No Partnership, Joint Venture, etc

    Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

  24. Notices
    1. Any notice given under these Terms must be in writing by email and will be deemed to have been given only on receipt of a confirmed delivery by the other party. If the party sending the notice has not received a confirmation within 48 hours of sending, that party should resend the notice, and can deem it served 24hours thereafter.
    2. Notices to Kudocs must be sent to info@kudocs.co.uk.
    3. Notices will be sent to your Billing Lead email address.
  25. Governing Law

    These Terms and the use of the Service and/or Kudocs Content shall be governed by and construed in accordance with the laws of England and the English courts shall have exclusive jurisdiction over any dispute arising out of or relating to these terms, the use of the Service, or Kudocs Content.

Back to top

Privacy Policy

  1. BACKGROUND

    Kudocs Limited (“Kudocs”, “we”, “us” or “our”), is an online company management software tool to help you streamline your corporate affairs. It is accessible online via our website, any mobile and/or web based application as available from time to time.

    We care about privacy and data protection and we are committed to protecting your personal information. We also aim at transparency, we want you to know what data we collect about you and how it is used and shared. Please be aware that, whilst we make our best efforts to keep your personal information safe, no website can be completely secure.

    The following privacy policy (“Privacy Policy”) and cookies policy (“Cookies Policy”) relates to our use of any personal information regarding you we collect and process via our website, any mobile and/or web based application as available from time to time or any other personal information you provide us in person, via email, telephone, text message, or other means (whether that information concerns you or another person).

    In the Privacy Policy and Cookies Policy, the terms “processing”, “personal data”, “data controller”, “data processor”, “data subject” shall have the same meaning as set out in the General Data Protection Regulation (the “GDPR”) and/or any corresponding or equivalent national laws or regulations once in force and applicable (“Applicable Data Protection Laws”).

    To learn more about your rights to privacy and data protection, we recommend you visiting the Information Commissioner’ Office (“ICO”) website at https://ico.org.uk/.

  2. ABOUT US & CONTACT DETAILS

    Kudocs Limited is a limited liability company (company number 09611371) registered in England and Wales with registered office at Third Floor, Marlborough House, Victoria Road South, Chelmsford, Essex, England, CM1 1LN.

    We are based and only operate in the United Kingdom. If you have any query regarding our use of your personal data, please contact us at info@kudocs.co.uk.

  3. KEY TERMS
    • Data Controller: the individual or organisation that, alone or jointly with others, exercises overall control over how Personal Data are processed and the purposes of such treatment.
    • Data Processor: any person (other than an employee of the data controller) who processes the data on behalf and under the instruction of the Data Controller.
    • Communication Methods: email, telephone, notices posted on our Site, or any other communication methods.
    • Personal Data: any information relating to a living individual who can be directly or indirectly identified in particular by reference to an identifier. Personal Data may include identification numbers, location data and online identifiers.
    • Processing: obtaining, recording or holding data or carrying out any operation in relation to Personal Data.
    • Sensitive Personal Data: data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation.
    • Services: the online company management software as a service tool to help you manage your corporate affairs, including the Kudocs website (currently www.kudocs.co.uk) and Kudocs Content, as available from time to time.
    • Site: the Kudocs website or app or web-based application as available from time to time.
    • Third-Party Websites: websites owned and/or operated by third parties.
    • User: any person who is registered with a Kudocs account to access and use the Services, whether or not they have access to a specific company.
    • User Generated Content: means any data uploaded or in any way inputted in or through the Service or Site by each User.
    • Y/you, Y/your: any person or entity (including a Company) who registers or is registered to use the Service (whether or not they use the Service) for the Company.
  4. PRIVACY POLICY: WEBSITE USERS

    The terms in this paragraph 4) apply only to users of the Site who are not otherwise Users nor actively enquiring about our Services.

    1. DATA CONTROLLER

      Kudocs will be the Data Controller with regards to the processing of your Personal Data provided to, or collected by or for, in connection with your use of our Site.

    2. LEGAL BASIS FOR PROCESSING

      We have a legitimate interest to process your Personal Data. The basis for our legitimate interest includes:

      1. our commercial interest in offering our Services to you and other users;
      2. that is is necessary for us to process the Personal Data, because without it we cannot provide the Services (as you would expect) and comply with our legal obligations;
      3. we only process the information we need to provide the Services. We have considered your rights and interests in determining what information we store and use and consider that they are not unduly impacted.
    3. INFORMATION WE COLLECT ABOUT YOU
      1. We log your visits and your usage data when you visit our Site. In particular, we use internet protocol (“IP”) addresses, cookies and similar technologies (e.g., web beacons, pixels, ad tags and device identifiers) to identify you or your device. Please read our Cookies Policy below to learn more about how we use cookies and similar tracking technologies and how to opt out.
      2. We receive data from your devices and networks, including location data. When you visit or leave our Site, we receive the URL of both the site you came from and the one you go to next. We also get information about your IP address, proxy server, operating system, web browser and add-ons, device identifier and features, and/or ISP or your mobile carrier. If you use our Site from a mobile device, that device will send us data about your location. Most devices allow you to prevent location data from being sent to us and we respect your settings.
    4. HOW WE USE YOUR PERSONAL DATA

      We use your Personal Data to give you access to our Site to use the Services. In addition to:

      1. provide you with information about the Services;
      2. contact you through any Communication Method about our Services, provided that you have previously consented to us contacting you. You may always opt to be excluded from communications regarding Kudocs and our Services by sending an email to info@kudocs.co.uk;
      3. produce aggregate insights that do not identify you; and
      4. investigate, respond to and resolve complaints and service issues.
    5. RECIPIENTS OF YOUR DATA

      To provide and develop our Site, we may share your Personal Data with:

      1. our subsidiaries (if any), as defined by section 1162 of the Company Act 2006 as amended, extended or re-enacted from time to time, provided that our subsidiaries will be subject to the same terms of this Privacy Policy; and
      2. third parties for maintenance, analysis, audit, payments, marketing and development. Third parties will only have access and use your information as reasonably necessary to perform these tasks on our behalf and they will be bound to non-disclosure obligations and to the terms of this Privacy Policy.
      3. We may have to disclose your Personal Data if it is reasonably necessary to:
        1. investigate, prevent, or take action regarding suspected or actual illegal activities or to assist government enforcement agencies;
        2. enforce our agreements with you; investigate and defend ourselves against any third-party claims or allegations;
        3. protect the security or integrity of our Services.
      4. We will attempt to notify you about legal demands for your Personal Data when appropriate in our judgement, unless prohibited by law or court order or when the request is an emergency. We may dispute such demands when we believe, in our discretion, that the requests are overbroad, vague or lack proper authority, but we do not promise to challenge every demand.
      5. We may share your Personal Data as part of a sale, merger or change in control, or in preparation for any of these events. Any other entity which buys us, or part of our business, will have the right to continue to use your data, but only in the manner set out in this Privacy Policy.
    6. DATA RETENTION

      We will normally keep your Personal Data for as long as it is necessary to provide you with access to our Site or Services. We periodically delete Personal Data that is no longer needed for our legitimate interests.

  5. PRIVACY POLICY: USERS AND INDIVIDUALS ENQUIRING ABOUT THE SERVICES

    The terms in this paragraph 5) apply only to users of the Site who are not otherwise Users nor actively enquiring about our Services.

    1. DATA CONTROLLER
      1. With the exception of User Generated Content, Kudocs will be the Data Controller with regards to the processing of your Personal Data provided to, or collected by, for or in relation to, our Services.
      2. Each user will have exclusive responsibility for User Generated Content and in respect of such data Kudocs will only be a Data Processor.
    2. LEGAL BASIS FOR PROCESSING
      1. We may process Personal Data of Users and of individuals enquiring about the Services for the purpose of performing and providing information about the Services.
      2. We do so on the basis that we have a legitimate interest in such processing that includes:
        1. for the most part our commercial interest in offering and providing our Services;
        2. if it is necessary for the entry into, or performance of, a contract or in order to take steps at their request prior to the entry into a contract; or
        3. if it is necessary for compliance with a legal obligation.
      3. We consider that in all cases, it is necessary for us to process the Personal Data, because without it we cannot provide the Services (as you would expect) and comply with our legal obligations.
      4. We only process the information we need to provide the Services. We have considered your rights and interests in determining what information we store and use and consider that they are not unduly impacted.
    3. INFORMATION WE HOLD
      1. We may collect Personal Data about you or any User of the Services that you or a Company adds to the Service. This includes but is not limited to your name, email address, home address, mobile number, and password, when you register or enquire about the Service.
      2. In addition, to provide you with our Services and while you use the Service or Site (e.g. search for information, submit requests, participate in discussion boards or other social media functions on our site, enter a competition, promotion or survey, submit information for storage or to be sent to Companies House, report a problem with our Site), we may have to collect and process your biographical data, financial and credit card information, your nationality and other Personal Data (e.g. name, address, nationality, date of birth and similar information about directors and employees of any company you have registered with us).
      3. We log your visits and use of our Services, your usage data when you visit or otherwise use our Services. We use log-ins, IP addresses, cookies and similar technologies (e.g., web beacons, pixels, ad tags and device identifiers) to log your use and identify you or your device. Please read our Cookies Policy below to learn more about how we use cookies and similar tracking technologies and how to opt out.
      4. When you visit or leave our Site, we receive the URL of both the site you came from and the one you go to next. We also get information about your IP address, proxy server, operating system, web browser and add-ons, device identifier and features, and/or ISP or your mobile carrier. We process information about your visit, including the full Uniform Resource Locators (URL) clickstream to, through and from our site (including date and time); products you viewed or searched for; page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), and methods used to browse away from the page and any phone number used to call our customer service number. If you use our Site from a mobile device, that device will send us data about your location. Most devices allow you to prevent location data from being sent to us and we respect your settings.
      5. Upon your request we may acquire information relating to you and/or the directors and/or employees of the companies you have registered with us from Companies House or other governmental departments, including but not limited to Her Majesty’s Revenue & Customs. This information will be acquired using governmental services and upon you requesting that we acquire such information on your behalf to generate content for your account.
    4. USERS ADDING PERSONAL DATA BELONGING TO OTHER PEOPLE
      1. By using the Service each User confirms that:
        1. they have complied and will comply with all legal obligations concerning the provision or use of another person’s data, including but not limited to the GDPR.
        2. They will comply with the Kudocs terms and conditions – either as published on our website from time to time, or separately agreed in writing.
    5. INFORMATION FROM OTHER SOURCES
      1. We may receive information about you if you use any other websites we operate or the other services we may provide. In this case we will have informed you when we collected that data that it may be shared internally and combined with data collected on this site.
      2. We are also working closely with third parties (including, for example, business partners, sub-contractors in technical, payment and delivery services, advertising networks, analytics providers, search information providers, credit reference agencies) and may receive information about you from them.
    6. HOW WE USE YOUR PERSONAL DATA

      We use your Personal Data to give you access to our Site and to provide you with our Services. In addition to:

      1. administer and process registrations;
      2. authenticate and grant you with access to some areas of our Site;
      3. correspond with Users and individuals enquiring about the Services through any Communication Methods, about enquires, registrations and other Services relates requests;
      4. contact Users via any Communication Methods about the availability of our services, security, other service-related issues, network updates, reminders and suggestions;
      5. provide Users and individuals enquiring about the Services with information about our offering. You may opt to be excluded from communications regarding Kudocs and our products and services by ticking the appropriate box on the Registration Section or by sending an email to info@kudocs.co.uk;
      6. produce aggregate insights that do not identify any individual user of our Services; and
      7. investigate, respond to and resolve complaints and service issues.
      8. Please be aware that as long as you are using our Services you cannot opt out of receiving essential service messages from us, including security and legal notices.

    7. RECIPIENTS OF YOUR DATA
      1. To provide and develop our Services, we may share your Personal Data with:
        1. our subsidiaries (if any), as defined by section 1162 of the Company Act 2006 as amended, extended or re-enacted from time to time, provided that our subsidiaries will be subject to the same terms of this Privacy Policy;
        2. subcontractors who may perform the whole or part of the Services on behalf of Kudocs (“Subcontractors”), provided that the Subcontractors will be bound to the terms of this Privacy Policy or to substantially similar obligations; and
        3. third parties (e.g. for maintenance, analysis, audit, payments, marketing and development). Third parties will only have access and use your information as reasonably necessary to perform these tasks on our behalf and they will be bound to non-disclosure obligations and to the terms of this Privacy Policy.
      2. We may have to disclose your Personal Data if it is reasonably necessary to: (i) investigate, prevent, or take action regarding suspected or actual illegal activities or to assist government enforcement agencies; (ii) enforce our agreements with you; (iii) investigate and defend ourselves against any third-party claims or allegations; (vi) protect the security or integrity of our Services.
      3. We will attempt to notify you about legal demands for your Personal Data when appropriate in our judgment, unless prohibited by law or court order or when the request is an emergency. We may dispute such demands when we believe, in our discretion, that the requests are overbroad, vague or lack proper authority, but we do not undertake or warrant to challenge every demand.
      4. We may also share your Personal Data as part of a sale, merger or change in control, or in preparation for any of these events. Any other entity which buys Kudocs or part of our business will have the right to continue to use your data, but only in the manner set out in this Privacy Policy.
    8. DATA RETENTION
      1. “USERS” ONLY
        1. Unless you have agreed for us to retain your Personal Data for a longer period, we will keep your Personal Data only for as long as it is necessary to provide you with our Services.
        2. We may need to retain part of your Personal Data even after termination of the agreement to provide you with our Services, if reasonably necessary to comply with our legal obligations (including law enforcement requests), meet regulatory requirements, resolve disputes, maintain security, prevent fraud and abuse, enforce our agreements with you. Such retention shall be in accordance with the terms of any agreement we have with you.
      2. INDIVIDUALS ENQUIRING ABOUT THE SERVICES ONLY

        We keep your Personal Data only for as long as it necessary to provide you with the information you requested about the Services. We periodically delete Personal Data that is no longer needed for our legitimate interests.

  6. GENERAL
    1. CROSS-BORDER DATA TRANSFERS

      We do not transfer, store or process your Personal Data at destinations outside the European Economic Area (“EEA”).

    2. CHANGE TO THIS PRIVACY POLICY

      As we are committed to constantly improving our Services, we may change the selection of data and the way we process it. We reserve the right to change or adapt this Privacy Policy from time to time. In case of any material change to our Privacy Policy, we will update the version available on our Site as soon as reasonably possible.

    3. LINKING TO OTHER WEBSITES

      For your information and convenience only, the Site contains hyperlinks to Third-Party Websites. Kudocs has no control over and does not endorse any content or service displayed, contained or related to those Third-Party Websites. We make no warranties or representations, express or implied, about Third-Party Websites or any content, products, material or service contained, displayed or related to them. If you decide to access any Third-Party Websites and make use of the information contained on them or to enter into any contract for the supply of goods or services from such third party, you do so entirely at your own risk. We accept no liability for damage or loss, however caused in connection with the use of or reliance on any information, material, products or services contained on or accessed through any such Third-Parties Websites.

    4. THIRD-PARTY ADVERTISERS

      We do not share your Personal Data with any third-party advertisers or ad networks for their advertising.

    5. SECURITY
      1. We implement a number of security safeguards designed to protect your data, such as HTTPS, secure log-ins and auto log-out functionality. We regularly monitor our systems for possible vulnerabilities and attacks. However, we cannot warrant the security of any information that you send us.
      2. Your use of our Services is at your own risk. We do not guarantee that data may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards.
  7. YOUR RIGHTS
    1. RIGHT OF ACCESS
      1. You have access to the Personal Data we hold about you and can make an access request to:
        1. confirm the accuracy of Personal Data we are holding about you;
        2. confirm the lawfulness of our processing; or
        3. allow you to exercise your rights under Applicable Data Protection Laws if necessary.
      2. We reserve the right to reject manifestly unfounded (e.g. made for other, non-data protection purposes) or excessive requests.
      3. To access the Personal Data we store about you, please contact us at: info@kudocs.co.uk.
    2. RIGHT TO WITHDRAW CONSENT.
      1. If you we have explicitly asked for your consent to process your data for the purposes detailed in this Privacy Policy, you can always change your mind and withdraw your consent by contacting us at info@kudocs.co.uk. If we have not asked for your consent, we are processing it for other legitimate interests, as detailed in clause 5)b).
      2. In order to process your requests, we may ask you to send us a copy of two forms of identification.
    3. RIGHT TO COMPLAIN
      1. You have the right to lodge a complaint about our processing of your data and/or our handling of your complaints to the ICO or the appropriate data protection authority if you reside outside the United Kingdom.
      2. To learn more about your rights please visit ICO’s website at https://ico.org.uk/.
Back to top

Permitted Use Policy

  1. Any capitalised terms not defined here are defined in our Terms & Conditions.
  2. You agree and undertake not to misuse our Service. You must not:
    1. attempt to undermine the security or integrity of any Kudocs systems or networks or, where the Service is hosted by a third party, that third party’s computing systems and networks;
    2. use, or misuse, the Services in any way which may impair the functionality of the Service, or other systems used to deliver the Service or impair the ability of any other user to use the Service;
    3. attempt to gain unauthorized access to any Service or Content (Ours or any other User’s) other than those to which you have been given express permission to access;
    4. transmit, or input into the Service any files that may damage any computing devices or software, content that may be offensive, or material or data in violation of any law (including material protected by copyright or trade secrets which You do not have the right to use); and
    5. attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service.
  3. In particular, you may not do any of the following while accessing or using the Service:
    1. access, tamper with, or use non-public areas of the Service, Kudocs’ computer systems, or the technical delivery systems of Kudocs’ providers;
    2. probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
    3. access or search or attempt to access or search the Service by any means (automated or otherwise) unless you have been specifically allowed to do so in a separate agreement with Kudocs. Crawling and scraping the Service without the prior consent of Kudocs is expressly prohibited;
    4. forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information;
    5. interfere with, or disrupt, or attempt to do so, the access of any User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service; or
    6. attempt to disassemble, reverse engineer or reserve compile or otherwise reduce to a human-perceivable form any of the Service.
  4. You acknowledge and undertake that you will not:
    1. create a database in electronic or paper form comprising or deriving in all or part from Our Content or other data available through the Service;
    2. store, distribute or transmit anything through the Service that is unlawful, dishonest, fraudulent, libelous, harmful, defamatory, obscene, harassing or racially or ethnically offensive, discriminatory based on gender, religious belief, race, sexual orientation; or in any way breaches the law, statute, regulation standards, or codes of practise of any relevant authority; or
    3. use the Service or Our Content in a way that infringes any copyright, trademark or other proprietary rights in the Service or Kudocs Content, irrespective of whether the relevant right belongs to Kudocs or to a third party.
Back to top