Effective date: 13 December 2025

1. Agreement

These Terms & Conditions (“Terms”) govern your use of the websites (usekosha.com, koshaops.com) and Services provided by KOSHA OPS CLOUD PRIVATE LIMITED (“KOSHA”, “we”, “us”).

By entering into a pilot, subscription, or accessing our Services, you agree to these Terms and to any Order Form, Statement of Work (“SOW”), Letter of Intent (“LOI”) or partner agreement you sign with us.

If you accept these Terms on behalf of a company or other entity, you represent that you are authorised to do so.

2. Services

KOSHA provides software and related services that help SMEs automate collections, reconciliation, ledger posting and daily cash visibility (the “Services”), including:

• Cash Agent pilots and subscriptions;

• Configuration, onboarding and support;

• Optional integrations with third-party systems (ERPs, banks, Account Aggregators, PSPs, communication tools).

We may improve or modify the Services over time, while maintaining core functionality.

3. Customer responsibilities

You agree to:

• Provide accurate information when engaging us.

• Maintain the confidentiality of login credentials and notify us of unauthorised use.

• Ensure you have appropriate rights and consents to share data (including customer and bank data) with us.

• Use the Services in compliance with applicable laws and sector regulations.

• Cooperate reasonably with us during pilots and ongoing engagements (data provision, access to stakeholders, timely feedback).

If you do not provide agreed data or access, we may not be able to achieve intended results and any performance-linked commitments may not apply.

4. Order Forms, pilots and fees

• Specific commercial terms (fees, duration, support level, performance clauses) are set out in your Order Form / SOW / LOI for each engagement.

• You agree to pay fees as per the agreed payment schedule. Taxes are extra unless stated otherwise.

• Late fees may incur interest as permitted by law and we may suspend or limit Services for non-payment.

Any money-back or performance-linked commitments apply only where explicitly stated in your Order Form / SOW and subject to the conditions mentioned there.

5. Intellectual property & data ownership

• You retain ownership of all data you provide to us (“Customer Data”). You grant us a limited licence to host, process and transmit Customer Data as needed to provide the Services and comply with law.

• KOSHA owns all intellectual property in its software, platform, documentation, designs and processes (“KOSHA IP”).

• Nothing in these Terms transfers ownership of KOSHA IP to you. You receive a limited, non-exclusive, non-transferable right to use the Services during your engagement, as described in the relevant Order Form.

6. Confidentiality

Each party agrees to:

• keep the other party’s confidential information secret;

• use it only for purposes related to the Services;

• restrict access to people who need to know it and are under similar obligations.

Confidentiality obligations do not apply to information that is publicly available, already known without breach, independently developed, or lawfully obtained from a third party.

7. Security & data protection

We will implement reasonable technical and organisational measures to protect Customer Data, as described in our Privacy Policy and security documentation.

If we become aware of an unauthorised access incident affecting your data, we will notify you without undue delay and cooperate with your reasonable requests in line with applicable laws.

8. Warranties and disclaimers

Except as explicitly agreed in an Order Form:

• The Services are provided “as is” and “as available”.

• We do not warrant that the Services will be uninterrupted, error-free or meet every specific business requirement.

• To the extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement.

Any DSO / reconciliation / effort-reduction targets we communicate are goals, not legal guarantees, unless a specific written performance clause is signed for that engagement.

9. Limitation of liability

To the fullest extent permitted by law:

• KOSHA’s total liability arising out of or related to the Services, these Terms and any Order Form shall not exceed the fees actually paid by you to us for the Services in the 12 months preceding the event giving rise to the claim.

• We are not liable for:

  • indirect, incidental, consequential or special damages;

  • loss of profits, revenue, data or goodwill;

  • business interruption.

Nothing in these Terms limits liability to the extent it cannot be limited under applicable law.

10. Term, suspension and termination

• These Terms apply while you use the Services.

• Either party may terminate an engagement as per the notice terms in the relevant Order Form / SOW, or if the other party materially breaches these Terms and doesn’t fix the breach within a reasonable cure period.

• We may suspend or restrict access if:

  • you fail to pay fees;

  • your use threatens system security or other customers;

  • we are required to do so by law or a competent authority.

Upon termination, you may export Customer Data for a limited period. Afterwards we will delete or anonymise data according to our retention practices, except where law requires longer retention.

11. Governing law & dispute resolution

These Terms and any disputes arising from them are governed by the laws of India.

Courts in Bengaluru, Karnataka shall have exclusive jurisdiction, unless a different forum is agreed in a specific Order Form.

12. Changes

We may update these Terms from time to time. We will notify you of material changes by email or in-product notice. Continued use of the Services after changes become effective constitutes acceptance of the revised Terms.

13. Contact

For questions about these Terms, email legal@usekosha.com or contact us at our registered office address when finalised.