Terms of Use

1. Introduction

These Terms of Use govern the Client's access to and the non-exclusive, non-transferable and temporary use of the Koala Docs software (the "Services") provided by Softventure.

These Terms of Use form a legally binding agreement between Softventure and the Client. By accepting these Terms of Use and using the Services, the Client acknowledges having read, understood and agreed to be bound by them. Softventure reserves the right to modify these Terms at any time by posting a revised version. Continued use of the Services after such changes constitutes acceptance.

2. The Services

Koala Docs is a Microsoft Word add-in that provides document automation capabilities including, but not limited to: template management, smart snippets, dynamic document creation, AI-powered translation, and team collaboration features.

The Services are provided on an "as is" and "as available" basis. Softventure reserves the right to modify, update, or discontinue features of the Services at any time, with or without notice.

Access to the Services requires a valid Microsoft Word 2016 or newer installation. The Client is responsible for maintaining the necessary hardware and software environment required to use the Services.

3. Account & Data

3.1 Account Registration

To use Koala Docs, the Client must create an account using a valid email address. The Client is responsible for maintaining the confidentiality of account credentials and for all activities that occur under their account.

3.2 Client Content

The Client retains all ownership rights to documents, templates, and other content ("Content") created or stored using the Services. The Client grants Softventure a limited licence to store and process the Content solely for the purpose of providing the Services.

3.3 Data Recovery

Softventure may assist the Client in saving and recovering Content. However, the Client is solely responsible for maintaining backups of their Subscription Data and Content, particularly prior to any termination of Services.

4. Access & Licence

Subject to payment of the applicable Subscription Fee and compliance with these Terms, Softventure grants the Client a non-exclusive, non-transferable, revocable licence to access and use the Services during the Subscription Period solely for the Client's internal business purposes.

The Client may not:

• Sub-licence, sell, resell, transfer, assign or otherwise commercially exploit the Services
• Reverse engineer, decompile, or disassemble any part of the Services
• Use the Services to develop a competing product or service
• Use the Services to store or transmit infringing, defamatory, or unlawful content
• Attempt to gain unauthorised access to the Services or related systems

5. Fees & Payment

5.1 Subscription Fee

Access to the Services is subject to payment of the Subscription Fee as set out in the applicable pricing plan. All prices are exclusive of VAT. Softventure reserves the right to change pricing with reasonable prior notice.

5.2 Payment Terms

The Subscription Fee is due in advance for each Subscription Period. For electronic payments, it is considered paid when the amount is effectively transferred to Softventure's bank account.

5.3 Late Payment

If the Subscription Fee is not paid within 15 days of the start of the Subscription Period, use of the Services will be automatically suspended. Softventure reserves the right to apply penalties of 0.2% per day of delay on the outstanding amount until full payment is received.

5.4 Declined Payments

If a payment is declined, the Client will receive a notification. It is the Client's responsibility to update payment details promptly to avoid service interruption.

6. Client Obligations

The Client agrees to:

• Use the Services in compliance with all applicable laws and regulations
• Ensure all users of the account comply with these Terms
• Promptly notify Softventure of any suspected unauthorised use of their account
• Not use the Services in any manner that could damage, disable, or impair the platform
• Provide accurate and complete information during registration and maintain its accuracy

7. Intellectual Property

All intellectual property rights in and to the Services — including software, algorithms, interfaces, documentation, and underlying technology — are and shall remain the exclusive property of Softventure or its licensors.

These Terms do not grant the Client any rights in or to Softventure's intellectual property other than the limited licence set out in Section 4. The Koala Docs name, logo, and all related marks are trademarks of Softventure.

8. Limitation of Liability

To the maximum extent permitted by applicable law, Softventure shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill, arising out of or in connection with these Terms or the use of the Services.

Softventure's total aggregate liability to the Client for any claims arising under these Terms shall not exceed the total Subscription Fees paid by the Client in the twelve (12) months preceding the event giving rise to the claim.

Softventure does not warrant that the Services will be uninterrupted, error-free, or entirely secure, although it will use reasonable efforts to maintain service availability and security.

9. Term & Termination

9.1 Term

These Terms commence on the date the Client first accepts them and continue until terminated in accordance with this section.

9.2 Termination by Client

The Client may terminate the Services at any time before the end of the current Subscription Period. The Client shall have the right to use the Services until the expiration of the paid Subscription Period. The Client must save their Subscription Data and Content prior to termination, as Softventure has no obligation to retain data after termination.

9.3 Termination by Softventure — Without Cause

Softventure may unilaterally terminate the Services at any time, without cause, by providing the Client with 30 days' written prior notice.

9.4 Termination by Softventure — For Cause

Softventure may terminate the Services immediately, without prior notice or court intervention, if the Client fails to fulfil any of its obligations under these Terms, including non-payment of the Subscription Fee.

9.5 Effect of Termination

Upon termination, all licences granted under these Terms will immediately cease. Provisions that by their nature should survive termination (including intellectual property, liability limitations, and governing law) shall survive.

10. Data Processing

In providing the Services, Softventure processes personal data as a data controller in accordance with applicable data protection law, including the GDPR. The collection and use of personal data is governed by our Privacy Policy, which forms part of these Terms.

Where the Client uploads or processes personal data of third parties using the Services, the Client acts as a data controller and is responsible for ensuring it has the appropriate legal basis to do so. Softventure processes such data as a data processor on the Client's behalf, in accordance with the Data Processing Agreement.

11. Miscellaneous

11.1 Governing Law

These Terms are governed by and construed in accordance with the laws of Romania. Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the courts of Bucharest, Romania.

11.2 Entire Agreement

These Terms, together with the Privacy Policy and any applicable order forms, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements.

11.3 Severability

If any provision of these Terms is found to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

11.4 Contact

For questions about these Terms, please contact us at office@softventure.ro or hello@koaladocs.com.