Alira SaaS Terms & Conditions
These SaaS Subscription and Services Standard Terms and Conditions govern your use of the Alira platform provided by Kocho Group Limited.
These SaaS subscription and services terms (the “SaaS Terms”) are hereby incorporated into (a) the Order Form and/or Statement of Work executed by the company identified as the “Subscriber” or “You” and Kocho Group Limited (“Kocho”), or (b) the Microsoft Azure Marketplace Offer; pursuant to which the Subscriber received the right to use SaaS and/or Professional Services subject to these SaaS Terms.
By executing such SoW, Order Form, or Microsoft Azure Marketplace Offer (individually or collectively an “Order” as applicable), You agree to be bound by these SaaS Terms. These SaaS Terms will form a binding agreement between You and Kocho and govern Your current and all future Orders for the SaaS and may not be amended without the written consent of both Parties.
These SaaS Terms and the Orders together form a binding agreement between Subscriber and Kocho, effective as of the Effective Date of the Order.
Definitions
“Administrator User” means an Authorized User who is designated by the Subscriber as an administrator for the Authorized Users with respect to the usage of the SaaS.
“Affiliate” means any entity that, directly or indirectly, controls, is controlled by or is under common control with such entity (but only for so long as such control exists), where “control” means the ownership of more than 50% of the outstanding shares or securities.
“Authorized Users” means individuals who are employees or contractors of Subscriber or its Affiliates and who will use the SaaS in order to perform their obligations to Subscriber or its Affiliates.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Charges” means all amounts payable by the Subscriber to Kocho pursuant to these SaaS Terms, any Order Form and/or SOW, including without limitation, Subscription Fees, Support Fees and Expenses.
“Confidential Information” means non-public business information, know-how, and trade secrets in any form, including information regarding a Party’s product plans and any other information a reasonable person should understand to be confidential. Confidential Information excludes information that:
- was publicly known and made generally available prior to disclosure by the Disclosing Party;
- becomes publicly known after disclosure through no action of the Receiving Party;
- is already in the possession of the Receiving Party at the time of disclosure;
- is obtained by the Receiving Party from a third party without breach of confidentiality; or
- is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
“Documentation” means operation manuals and other user manuals relating to the SaaS made available by Kocho to Subscriber.
“Entra Tenant” means a dedicated and trusted instance of Microsoft Entra ID (formerly Azure AD) provided by the Subscriber to the Authorized Users for accessing the SaaS application.
“Malicious Code” means software designed to permit unauthorized access to or damage Subscriber’s data, hardware or software, including components commonly referred to as “back doors,” “bots”, “malware”, “time bombs,” “Trojan Horses,” “viruses”, and “worms”.
“Order Form” means an Order Form executed by Kocho and Subscriber and includes details of subscription to SaaS by Subscriber.
“SaaS” means the cloud-based software application identified in an Order Form as made available by Kocho to Subscriber in a hosted, software-as-a-service format, and including all fixes and upgrades made available at no additional charge.
“Subscriber Data” means all data, information and other content submitted by Subscriber for processing by the SaaS, and the output of the processing of such data by the SaaS.
“Subscription Fees” means the subscription fees payable by the Subscriber to Kocho for the User Subscriptions, as set out in the Order Form.
“Support Services” means the technical support services for the SaaS, as described in Exhibit A to these SaaS Terms.
“User Subscription” means the user subscriptions purchased by the Subscriber pursuant to the Order Form, which entitle Authorised Users to access and use the SaaS and Documentation in accordance with these SaaS Terms.
The Services
2.1 Order Forms & Statements of Work
Subscriber may order one or more subscriptions to use the SaaS pursuant to an Order Form and may engage Kocho for Professional Services by the execution of a separate SOW. Once executed by both Parties, each Order Form and SOW will be a unique agreement that incorporates these SaaS Terms. If there is a conflict between these SaaS Terms and the terms of an SOW or Order Form, the terms of the Order Form or SOW shall prevail.
2.2 Access and Use of the SaaS
Access to the SaaS will be made available to the Subscriber remotely via the Internet. The SaaS shall be deemed made available and accepted upon successful access to the login interface, unless otherwise specified in the Order Form.
Subject to the Subscriber purchasing the Services in accordance with the Order Form, Kocho grants to Subscriber a limited, nontransferable, nonexclusive licence to the SaaS for the term defined in the Order Form, solely for Subscriber’s internal business use by Authorized Users. Kocho will use reasonable efforts to improve and enhance its offerings and will from time-to-time provide Upgrades to Subscriber as and when made generally available.
2.3 Use of the Documentation
Subject to the Subscriber purchasing the Services in accordance with the Order Form, Kocho grants to Subscriber a limited, nontransferable, nonexclusive licence for the term defined in the Order Form to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with Subscriber’s use of the SaaS.
2.4 Restrictions
Authorized User accounts cannot be used by more than one individual. Subscriber is responsible for the accuracy, quality and legality of the Subscriber Data. Except as otherwise explicitly provided, Subscriber will not, and will not permit or authorize third parties to:
- reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the SaaS or Documentation;
- rent, lease, or sublicense the SaaS or Documentation or otherwise provide unauthorized access thereto;
- circumvent or disable any technological or security features or measures in the SaaS; or
- use the SaaS to violate the rights of others, gain unauthorized access to any service or network, spam or distribute malware, or harm the SaaS or impair anyone else’s use of it.
Subscriber will only use the SaaS and Documentation in compliance with all applicable laws and regulations.
Charges and Payment Terms
The Order Form shall specify if subscriptions are to be billed on a monthly or annual basis in advance. Other than amounts disputed in good faith, Subscriber shall pay all amounts payable under these SaaS Terms including Subscription Fees, Support Fees and Professional Services Fees.
3.1 Travel and Expenses
Subscriber will reimburse reasonable travel and related expenses incurred by Kocho in connection with onsite visits, including direct out of pocket expenses and economy class air fares. Kocho will give Subscriber prior written notice of any travel expenses not specified in an Order Form or SOW.
3.2 Payment
Without limiting Kocho payment rights, Subscriber will make payments directly to Microsoft (acting as a payment agent) for purchases through the Microsoft Azure Marketplace. When purchasing directly from Kocho, Subscriber will pay all amounts within thirty (30) days of the date of the applicable invoice.
Any undisputed amount not paid when due will be subject to finance charges equal to three percent (3%) per month above the Barclays Bank Plc’s base rate, compounded daily from the date due until the date paid. Except as otherwise set out in these SaaS Terms, all payments to Kocho are non-refundable and non-cancellable.
3.3 VAT and Taxes
The Charges confirmed in the Order Forms and/or SOWs are exclusive of VAT, or other applicable governmental taxes, duties, fees, excises, or tariffs now or hereafter imposed on the SaaS and/or Services. Subscriber shall be responsible for, and shall reimburse, Kocho for all such Taxes, except for Taxes imposed on Kocho’s net income.
3.4 Annual Indexation and Change to Charges
The Charges shall be reviewed annually on each anniversary of the Subscription Start Date. The Charges may be increased by an amount equal to the percentage increase (if any) in the Consumer Price Index (CPI) published by the UK Office for National Statistics for the 12-month period ending 3 months prior to such anniversary. The Charges shall not decrease in the event of a negative movement in the CPI. For avoidance of doubt, Kocho may increase Charges in line with any increases imposed upon Kocho by Microsoft or any third-party distributor.
3.5 Compliance and Auditing
Kocho may, from time to time, audit Subscriber’s account without notice to ensure compliance with agreed-upon terms and pricing. Kocho will give Subscriber at least five (5) Business Days’ notice for all other audits. If an audit discloses any underpayment, Subscriber shall immediately pay such underpaid amount together with interest thereon.
Term and Termination
4.1 Term
The agreement between the Parties pursuant to these SaaS Terms will commence on the Subscription Start Date and will continue for the Subscription Term as set out in the Order Form and/or SOW, unless terminated earlier in accordance with these SaaS Terms.
4.2 Notice of Material Breach
If either Party commits a material breach of these SaaS Terms or of any of its obligations under any Order Form or SOW, the other Party may give the breaching Party written notice of the breach and its intent to terminate.
4.3 Notice of Suspension
Any failure by Subscriber to timely pay any undisputed amounts when due will constitute a material breach. Kocho may suspend performance of any or all SaaS, Professional Services and Support Services following ten (10) days of notice of suspension. If the payment remains outstanding after the ten (10) day notice period, Kocho may terminate the agreement immediately without any further notice.
4.4 Notice of Termination
If a Party fails to cure any material breach within thirty (30) days after receipt of the written notice, then the non-breaching Party may terminate these SaaS Terms or the applicable Order Form or SOW with respect to which the breach or default occurred by giving written notice of termination.
4.5 Effects of Termination
Upon expiration or termination: (i) the Subscriber shall pay all outstanding sums owing up to and including the date of termination; (ii) all licences granted will terminate immediately; and (iii) Kocho will provide reasonable assistance to Subscriber at Kocho’s then-current prevailing rate card.
Upon written request, Kocho will return Subscriber Data at no additional fee. If not so requested within thirty (30) days of the effective date of termination, Kocho shall have no obligation to maintain or provide any Subscriber Data and may delete and destroy any Subscriber Data and materials.
4.6 Survival
The Parties’ respective rights and obligations under Sections 1, 3, 4, 5, 7, 10.1–10.3, 11 and 12 of these SaaS Terms, and any and all liabilities accrued prior to the effective date of termination, will survive the termination of these SaaS Terms.
Proprietary Rights
5.1 Services and Documentation
Notwithstanding any other provision in these SaaS Terms, as between Subscriber and Kocho, Kocho exclusively owns all right, title and interest in and to the SaaS and Documentation and all portions thereof, as well as all improvements, enhancements, modifications, configurations, and derivative works thereto, together with all intellectual property rights therein.
5.2 Subscriber Data
Kocho acknowledges that, as between Kocho and Subscriber, Subscriber owns all intellectual property and other proprietary rights in and to the Subscriber Data. Subscriber hereby grants to Kocho a worldwide, nonexclusive, fully paid up licence to use the Subscriber Data to perform its obligations hereunder, including to improve and enhance its offerings. In any such use, Subscriber Data will never be shared with third parties and Subscriber will remain anonymous.
5.3 Feedback
By providing Feedback to Kocho, Subscriber hereby grants Kocho a worldwide, fully paid-up, perpetual, irrevocable and transferable licence to use the Feedback (including by incorporation of such Feedback into the SaaS). Feedback excludes Subscriber Data and Subscriber’s proprietary information.
5.4 Open-Source Software
Certain items of software embedded within the SaaS are subject to open-source or free software licences. Nothing in these SaaS Terms limits Subscriber’s rights or obligations under the terms and conditions of any applicable end user licence for the Open-Source Software. The terms of the open-source licences shall not impose any additional restrictions on Your use of the SaaS.
Data Security; Service Availability and Support Services
6.1 Data Security and Data Protection
Kocho has implemented and will maintain reasonable administrative, physical and technical security measures consistent with current prevailing security practices in the software-as-a-service industry and intended to protect against the loss, misuse, unauthorized access, alteration or disclosure of Subscriber Data. Kocho will comply with all applicable law concerning privacy, data transfer and security.
Subscriber must immediately notify Kocho of any suspected security breach at dpo@kocho.co.uk, followed by contacting Subscriber’s customer relationship manager.
6.2 Malicious Code
Kocho will use measures consistent with prevailing practices to screen the SaaS for the purpose of avoiding the introduction of any Malicious Code into Subscriber Data or Subscriber’s computer hardware and software systems. In the event Kocho introduces Malicious Code, Kocho will reasonably assist Subscriber in removing such Malicious Code at no additional charge.
6.3 Service Availability
Kocho uses an industry-leading hosting infrastructure to provide the SaaS and has implemented and will maintain commercially reasonable business resumption and contingency plans intended to avoid unplanned SaaS interruptions. Kocho will comply with the Service Levels set forth in Exhibit A to these SaaS Terms.
6.4 Data Corruption / Loss
In the event of the loss of, or corruption of, Subscriber Data stored on the SaaS, Kocho shall use all reasonable endeavours promptly to restore the Subscriber Data from the most recent available backup copy, if available. Kocho shall not be responsible for any loss, destruction, alteration or disclosure of the Subscriber Data caused by any third-party, other than Kocho’s sub-contractors.
6.5 Support Services
Kocho will provide Administrator User of the Subscriber with Support Services set forth in Exhibit A with respect to the SaaS so long as Subscriber is current in payment of the Charges. Kocho is not obligated under these SaaS Terms to provide any Support Services to any Authorized User other than the named Administrator User.
Confidentiality
7.1 Mutual Confidentiality
The Receiving Party agrees to take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, but not less than reasonable care, to prevent the unauthorized duplication or use of the Disclosing Party’s Confidential Information and the disclosure of the Disclosing Party’s Confidential Information to third parties without prior written consent.
7.2 Exceptions
The Receiving Party may disclose the Disclosing Party’s Confidential Information as required by applicable law or regulation or as may be required to comply with a court order; provided that, unless legally prohibited, the Receiving Party gives the Disclosing Party prompt written notice prior to the disclosure and reasonable assistance in limiting disclosure or obtaining a protective order.
7.3 Publicity
Subscriber agrees that upon request by Kocho, Kocho may identify Subscriber by name and logo as a customer on public facing customer lists and in marketing collateral, provided that Kocho does not otherwise disclose Subscriber’s Confidential Information. Kocho may issue a press release featuring multiple Kocho customers, including Subscriber.
Representations; Warranties and Disclaimer
8.1 Mutual Representations and Warranties
Each Party represents and warrants to the other that: (a) the agreement under these SaaS Terms has been duly executed and constitutes a valid and binding agreement; (b) no authorization or approval from any third party is required; and (c) the execution and performance of the agreement does not violate the laws of any jurisdiction or the terms of any other agreement.
8.2 Kocho Representations and Warranties
Kocho represents and warrants to Subscriber that:
- Kocho has sufficient right, title and interest in the SaaS to license the SaaS to Subscriber;
- Subscriber’s use of the SaaS in accordance with these SaaS Terms will not infringe any third-party intellectual property rights;
- the Support Services and Professional Services will be performed in a professional and workmanlike manner meeting prevailing industry standards; and
- at all times during the applicable subscription term the SaaS will materially conform to the Documentation.
8.3 Subscriber Representations and Warranties
Subscriber represents and warrants that it has all necessary permissions, consents and authority to provide Subscriber Data and that any Subscriber Data hosted by Kocho will not infringe or violate the Intellectual Property Rights or other legal rights of any third party; be deceptive, defamatory, obscene, or unlawful; or contain any viruses, worms, malware, spyware, or other malicious computer programming codes.
8.4 Disclaimer
Indemnity
9.1 Kocho Indemnity
Kocho will defend and indemnify Subscriber, its employees and Affiliates from and against any and all third party claims, proceedings, or suits and all related settlements or court-awarded liabilities that arise out of or are based on a claim that your use of the SaaS in accordance with these SaaS Terms infringes, misappropriates or violates such third party’s intellectual property rights. You will notify us promptly of any such claim and we agree to provide you with reasonable assistance, at our expense, in defending any such claim.
9.2 Subscriber Indemnity
You agree to indemnify, defend and hold harmless Kocho, its Affiliates, officers, directors, employees, consultants, licensors, agents, and representatives from and against any and all third-party claims, losses, liabilities, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the SaaS or the Services, violation of these SaaS Terms, or infringement of any of our or any third-party intellectual property or other rights.
Limitation of Liability
10.1 Disclaimer of Consequential Damages
10.2 Cap on Liability
10.3 Independent Allocations of Risk
Each provision of these SaaS Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of these SaaS Terms between the Parties. This allocation is reflected in the pricing offered by Kocho to Subscriber and is an essential element of the basis of the bargain between the Parties.
Subscriber Responsibility
You shall use the SaaS solely for Your own business purposes in accordance with these SaaS Terms and any related Order Form and SOW. You shall be responsible for providing and maintaining Your own Microsoft Entra ID tenant and for ensuring that Authorized Users are authenticated via Your own Entra Tenant login credentials. Kocho shall have no responsibility for the configuration, security, or administration of Your Entra tenant.
You shall ensure that You and any Authorised Users abide by all applicable laws and regulations in connection with the use of the Services and SaaS. You shall not, and shall ensure that any Authorized User shall not:
- license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, operate as a service bureau or managed service, or otherwise commercially exploit or make the SaaS available to any third party;
- modify, adapt, alter, translate or create derivative works of the SaaS;
- reverse engineer, decompile or disassemble the SaaS or otherwise attempt to derive the source code or underlying ideas or algorithms;
- take any action that would cause the SaaS to be placed in the public domain;
- remove, alter, or obscure any proprietary notices of Kocho, its licensors or suppliers included in the SaaS;
- use the SaaS to send or store Malicious Code or infringing, obscene, threatening, harmful, illegal, fraudulent, abusive, defamatory, or otherwise unlawful material;
- interfere with or disrupt the integrity or performance of the SaaS or the data contained therein or other equipment or networks connected to the SaaS;
- attempt to gain unauthorized access to the SaaS or its related systems or networks;
- circumvent, disable, or interfere with security-related features of the SaaS; or
- access the SaaS for the purpose of building a competitive product or service or copying its features or user interface.
General
12.1 Independent Contractor & Subcontractors
It is the express intention of the Parties that Kocho performs all of the Services as an independent contractor. Kocho may use a subcontractor or other third party in carrying out its obligations; however, Kocho remains responsible for all of its obligations under the agreement and for any breach by any such subcontractor or third party.
12.2 Governing Law; Venue
These SaaS Terms will be interpreted, construed, and enforced in all respects in accordance with the laws of England and Wales, without reference to its choice of law rules. The Parties agree that any action arising out of or in connection with these SaaS Terms will be heard in the courts in London, United Kingdom, and each Party hereby irrevocably consents to the exclusive jurisdiction and venue of these courts.
12.3 Notices
Any notice required or permitted under these SaaS Terms must be in writing and must be delivered in person or sent by overnight air courier with tracking, properly posted and fully prepaid to the appropriate address. Notices will be deemed given at the time of actual delivery in person or one day after delivery to an overnight air courier service.
12.4 Force Majeure
Neither Party will be liable for, or be considered to be in breach of or default under these SaaS Terms on account of, any delay or failure to perform as required (other than payment of Charges) as a result of any cause or condition beyond such Party’s reasonable control (e.g., natural disaster, earthquake, flood, severe storms, fire, explosion, war, riots, acts of terrorism including cyber terrorism, civil or military authority, government action, power blackout, strike, embargo, labour disputes), so long as such Party uses all commercially reasonable efforts to avoid or remove such causes of non-performance.
12.5 Waiver & Severability
Any waiver of the provisions of these SaaS Terms must be in writing to be effective. Failure, neglect, or delay by a Party to enforce the provisions of these SaaS Terms will not be construed as a waiver of the Party’s rights and will not affect the validity of the whole or any part of these SaaS Terms. If any term, condition, or provision is found to be invalid, unlawful, or unenforceable, the Parties will endeavour in good faith to agree to amendments that will preserve, as far as possible, the intentions expressed in these SaaS Terms.
12.6 Assignment
Subscriber may not assign these SaaS Terms or otherwise transfer any right created hereunder without the prior written consent of Kocho. Kocho may assign these SaaS Terms, sub-contract or otherwise transfer any right or obligation to a third party without Subscriber’s prior written consent. Either Party may, upon fifteen (15) days’ prior written notice, assign all of its rights and delegate all of its duties to the surviving entity in a merger or to an entity that acquires all or substantially all of the assigning Party’s assets.
12.7 Export Compliance
Subscriber represents that it understands that the SaaS may be subject to export controls under the U.S. Commerce Department’s Export Administration Regulations or export controls of other relevant countries; is not located in a prohibited destination country; will not export, re-export, or transfer the SaaS to any prohibited destination or persons; and will not use the SaaS in connection with any nuclear, chemical or biological weapons, missile technology, or military end-uses where prohibited.
12.8 Business Continuity
Kocho will maintain and comply with its then-current business continuity and disaster recovery plans.
12.9 Integration
These SaaS Terms and all exhibits and addenda, as well as all Order Forms and SOWs, contain the entire agreement of the Parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the Parties with respect to said subject matter. These SaaS Terms may not be amended, except by a writing signed by both Parties.
12.10 Address for Notice
Kocho Group Limited
Exhibit A — Support Services and Service Levels
Support Services
Kocho will provide Support Services to assist the Subscriber in their use of the SaaS Application, including troubleshooting and resolution of specific issues resulting from the use of the SaaS Application on supported platforms. Standard Support Services will include:
- Provision of updates and upgrades (if and when available)
- Meeting, Email and phone support for integration and setup only
- Email support for general questions
- Access to technical documentation
- A dedicated Customer Support Representative
Hours of Support Services
Incident Levels and Response Times
| Severity | Description | Response Time | Resolution Time |
|---|---|---|---|
| P1 – Critical | A down situation where core components of the SaaS Application are non-operational and there is no known workaround. | Up to 6 hours during Support hours | Within 4 hours during Support hours |
| P2 – High | A major component of the SaaS Application is not functioning and no workaround is available, but the SaaS still supports core functionality. | Up to 8 hours during Support hours | Within 1 Business Day during Support hours |
| P3 – Medium | A minor component of the SaaS Application is not functioning and any other case where a feature is not operating as documented. | Up to 24 hours during Support hours | Within 3 Business Days during Support hours |
| P4 – Low | Cosmetic issues, general questions. | Within 5 Business Days during Support hours | Miscellaneous — Within 30 Business Days |
Uptime
Kocho will use commercially reasonable efforts to ensure that the SaaS Application achieves a Monthly Uptime Percentage of 99.9% as measured by Kocho on a quarterly basis of the Term of subscription. The Alira SaaS Application shall be considered “available” if the user is able to login and initiate a request using the Alira SaaS Application.
Support Exclusions
The following items are not supported and are expressly excluded from support scope:
- Operating systems and third-party applications
- Alterations or revisions to the Application made by the customer or third parties
- Use of the SaaS Application in a manner other than as authorised in the applicable licence agreement
- Use of any software announced as end of life
- Free Kocho software products and tools
- Any migration services
- Direct configuration on the Subscriber’s Entra Tenant
- Business to Consumer (Entra External ID) Identities
- On-premise connectors (i.e. integrations directly from the SaaS Application to Active Directory)
- Custom development work unless scoped in a separate SoW
Kocho Support Service principles shall not apply due to account suspension or termination due to Subscriber’s breach of the SaaS Terms, routine scheduled maintenance, unscheduled emergency maintenance caused by factors outside Kocho’s reasonable control including Force Majeure events and/or connectivity failures, or a Subscriber’s equipment, software or technology that the Subscriber is relying on.
