Terms of Service

1. Definitions

1.1 In these Terms: Koalaa, we and us mean Koalaa Technologies Ltd, a company registered in the Republic of Mauritius under number C26240395, with its registered office at Avenue Paille en Queue, Morc St Daniel, Roches Brunes, Beau Bassin-Rose Hill, Mauritius. Client and you mean the business that orders our Services. Order means the proposal, quotation, order form, contract or invoice that describes the Services you ordered and their fees.

1.2 Services means everything we provide under an Order: website design and build, hosting, the admin portal at admin.koalaa.dev, the modules switched on for you (for example enquiries, booking, catalogue, ordering, payments and shop), email notifications, support and any other service named in the Order.

1.3 Website means a website we design, build or host for you. Platform means our software, builder, templates, designs, sections, code and infrastructure used to provide the Services. Portal means the admin portal and its API.

1.4 Client Data means the content and data you or your Staff Users put into the Services, and the data your End Customers submit through your Website (for example enquiries, bookings and orders). End Customers are the people who use your Website. Staff Users are the people you or your Owner give access to the Portal. Owner is the person who holds the Owner role for your business in the Portal.

2. The agreement

2.1 These Terms apply to every Order and form the agreement between Koalaa and the Client, together with the Order. If the Order and these Terms conflict, the Order wins for that Order.

2.2 You accept these Terms by signing or accepting an Order, by paying an invoice that refers to them, or by accepting them in the Portal. The person who accepts confirms that they have authority to bind the Client.

2.3 Our Services are for businesses. You confirm that you use them for your trade, business or profession and not as a consumer.

2.4 The version of these Terms that applies is the one in force when you accept an Order, as changed under section 20. Invoices and contracts may refer to these Terms by their version number and date.

3. Our services

3.1 We provide the Services described in the Order with reasonable skill and care. Modules and features you have not ordered are not part of the Services, even if the Platform offers them.

3.2 We may improve, change or replace features of the Platform from time to time. We will not remove a feature you pay for without telling you in advance, and if the change materially reduces what you ordered you may end the affected Service under section 18.3.

3.3 Features described as coming soon, in beta or in preview are provided as they are, may change and are not covered by any service commitment until we make them generally available.

4. Design and build projects

4.1 For a design or build project, the Order sets out the scope, the number of revision rounds (two, if the Order does not say) and any timeline. Timelines depend on you providing content, answers and approvals on time.

4.2 You approve the design and the finished Website before it goes live. Changes requested after approval, or outside the agreed scope, are extra work and may be quoted and charged separately.

4.3 A Website goes live once you have approved it and paid the amounts then due.

5. Accounts, staff and security

5.1 The Owner manages your business in the Portal and can invite Staff Users and give them roles and permissions. You are responsible for who you give access to, for what they do in the Portal, and for removing access when someone leaves.

5.2 Each Staff User must have their own account and keep their password and two-factor codes secret. The Owner and anyone with sensitive permissions (for example staff management, refunds, payment settings and data export) must use two-factor authentication.

5.3 Tell us straight away if you suspect someone has gained access to an account without permission. We may suspend an account or session to protect you, your End Customers or the Platform.

5.4 Staff accounts are personal. The number of staff seats is set by your plan or Order.

6. Your responsibilities

6.1 You are responsible for:

• the content you give us or publish, including text, images, prices, opening hours, offers and product details, and for having the right to use it;
• your dealings with your End Customers: your products and services, prices, bookings, orders, cancellations, refunds, deliveries and complaints;
• complying with the laws that apply to your business and your Website, including consumer, advertising, tax, accessibility and data protection law;
• your own privacy notice, cookie notice and the lawful basis for collecting your End Customers' data, including consent for marketing;
• the accuracy of the settings you choose in the Portal, for example booking rules, capacity, prices and notification email addresses;
• keeping your own copies of any content you need to keep outside the Services.

6.2 You will give us the information, content, access and decisions we reasonably need to provide the Services, in good time.

7. Acceptable use

7.1 You must not use the Services, and must make sure your Staff Users do not use them, to:

• publish or send anything unlawful, misleading, defamatory, obscene, hateful or that infringes anyone's rights;
• send spam or marketing to people who have not agreed to receive it;
• upload malware or try to gain unauthorised access to the Services, other clients' data or any system;
• overload, disrupt, scrape or probe the Services, or test their security, without our written permission;
• resell or provide the Services to third parties unless the Order allows it;
• copy, reverse engineer or build a competing product from the Platform, except as the law allows.

7.2 We may remove content or suspend a Service that breaks this section, as described in section 17.

8. Data protection

8.1 For Client Data about End Customers and Staff Users, you are the controller and Koalaa is the processor. For the data we need to run our relationship with you (for example your contacts and billing details), Koalaa is the controller and our privacy notice applies.

8.2 As processor, we will:

• process Client Data only to provide the Services and on your documented instructions, which are these Terms, the Order and your use of the Portal;
• make sure the people who process it are bound by confidentiality;
• keep it secure with appropriate technical and organisational measures, including encryption in transit, encrypted storage of credentials and secrets, access controls, two-factor authentication and audit logs;
• use only the sub-processors in section 8.4, and tell you before adding or replacing one so that you can object;
• help you, as far as we reasonably can, to answer requests from people exercising their rights and to meet your own obligations, including security, breach notification and impact assessments;
• tell you without undue delay after we become aware of a personal data breach affecting Client Data, with the information we have;
• delete or return Client Data at the end of the Services under section 18, unless the law requires us to keep it;
• make available the information needed to show we comply with this section.

8.3 Client Data is stored with Cloudflare in the European Union. Where data is transferred outside Mauritius, we rely on appropriate safeguards as the law requires.

8.4 Our current sub-processors are:

• Cloudflare, Inc.: hosting, database, file storage, security and network services;
• Resend: sending email notifications from our platform sender;
• payment providers, email providers and other services that you choose to connect, which act under their own terms with you.

8.5 We keep Client Data only as long as needed. Unless the law or your settings require otherwise, enquiries are deleted two years after they arrive and bookings two years after their date. Financial records, such as paid orders and invoices, are kept for the period that tax and company law require.

8.6 These data protection terms apply in addition to the data protection laws that govern each party, including the Mauritius Data Protection Act 2017.

9. Payments taken on your Website

9.1 If your Website takes payments, you contract directly with the payment provider (for example Peach Payments or MIPS) and the money goes from your End Customers to your own merchant account. Koalaa never holds your funds and never stores card details.

9.2 The payment provider's terms, fees, chargeback rules and payout times apply between you and the provider. We are not responsible for a provider's decisions, outages, fees or holds, or for refunds and chargebacks between you and your End Customers.

9.3 Direct transfer methods, where End Customers pay you outside a payment provider, are confirmed by you in the Portal. You are responsible for checking that a payment has arrived before you mark an order as paid.

10. Third-party services

10.1 The Services rely on, and may connect to, services run by others: for example Cloudflare, email providers, payment providers, Shopify, Google and Meta (for analytics and advertising tags), map providers and messaging apps. Where you choose to use a third-party service, its terms apply between you and that provider.

10.2 We are not responsible for third-party services, their availability or changes they make, but we will take reasonable steps to limit the effect of their problems on the Services.

11. Email sending

11.1 Notification emails can be sent from our platform sender on your behalf, or from your own domain or email provider if you set this up. Emails from our platform sender may carry a short line saying they are sent by Koalaa Technologies Ltd on your behalf.

11.2 If you connect your own email provider, you are responsible for that account, its limits and its costs. If it fails, we may send through our platform sender so that your End Customers still receive important messages.

12. Availability and support

12.1 We aim to keep the Services available at all times and use reputable infrastructure to do so, but we do not guarantee that they will be uninterrupted or error free. Any specific availability or response commitment applies only if it is written in the Order.

12.2 We may carry out maintenance that briefly affects the Services. Where we can, we do this at quiet times and tell you in advance of planned work that may cause noticeable disruption.

12.3 Support is provided through the channels and hours stated in the Order, or otherwise by email to support@koalaa.dev, during normal business hours in Mauritius.

12.4 We keep backups for disaster recovery. Backups are not a substitute for your own records, and restoring individual items at your request may be charged.

13. Fees, invoices and payment

13.1 Fees are agreed with you and set out in the Order and the invoice. Design and build fees, and how they are invoiced (for example a deposit and a balance), are negotiated for each project. Unless the Order says otherwise, subscription fees for hosting, the Portal and modules are invoiced in advance for each billing period.

13.2 Invoices are payable within 14 days of the invoice date, in the currency shown on the invoice, unless the invoice says otherwise. Fees do not include VAT or other taxes, which are added where they apply.

13.3 If an invoice is overdue, we may remind you and, if it remains unpaid 14 days after a written reminder, suspend the affected Services until it is paid. Suspension does not stop fees from continuing to fall due.

13.4 We may change subscription fees with at least 30 days' notice before the next billing period. If you do not accept the change, you may cancel the subscription before it takes effect.

13.5 Fees already paid are not refundable unless these Terms, the Order or the law say otherwise.

14. Intellectual property

14.1 You keep all rights in your Client Data, your content, your trade marks and your logos. You give us a licence to use them only to provide the Services and, unless you tell us otherwise in writing, to show your Website and logo in our portfolio and marketing.

14.2 Koalaa keeps all rights in the Platform, including our builder, templates, sections, designs, code and documentation, and in any improvements to them, even where they were made while working for you.

14.3 While your subscription is active and paid, you may use the Website and its design for your business. If the Order includes a buy-out of a design or of code, the Order sets out what transfers to you and when.

14.4 Domain names registered in your name remain yours. If we register a domain for you, we register it in your name or transfer it to you on request, once the related fees are paid.

14.5 If you send us feedback or suggestions, we may use them freely.

15. Confidentiality

15.1 Each party will keep the other's confidential information secret, use it only for the agreement and share it only with people who need it and are bound by similar duties. This does not apply to information that is public, already known, independently developed or that the law requires to be disclosed.

16. Warranties and liability

16.1 Except as written in these Terms or the Order, the Services are provided without other warranties or conditions, to the extent the law allows.

16.2 Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or data that could reasonably have been avoided with proper backups, whether in contract, tort or otherwise.

16.3 Each party's total liability arising from the agreement in any 12-month period is limited to the fees you paid to Koalaa in the 12 months before the event giving rise to the claim.

16.4 Nothing in these Terms limits liability for fraud, for death or personal injury caused by negligence, for your obligation to pay fees, or for any liability that cannot be limited by law.

16.5 You will compensate Koalaa for losses arising from claims by third parties caused by your content, your dealings with your End Customers or your breach of section 7.

17. Suspension

17.1 We may suspend all or part of the Services, with notice where reasonably possible, if fees are overdue as described in section 13.3, if we reasonably believe you are breaking section 7, or if suspension is needed to protect the security or integrity of the Services, your End Customers or other clients.

17.2 We will restore the Services promptly once the reason for the suspension is resolved.

18. Term and termination

18.1 Subscriptions continue for the period in the Order and then renew automatically for the same billing period, until either party ends them with at least 30 days' written notice before the end of the current period. Any minimum term in the Order applies.

18.2 Either party may end the agreement straight away by written notice if the other materially breaches it and does not put the breach right within 14 days of being asked to, or if the other becomes insolvent or stops trading.

18.3 You may also end an affected Service under section 3.2.

18.4 When a Service ends, access to it ends. For 30 days afterwards you may ask us to export your Client Data in a common machine-readable format (such as CSV or JSON). After that period we delete Client Data from the Services within a further 30 days, and from backups as they expire, except where the law requires us to keep it.

18.5 Ending the agreement does not affect fees already due, or sections that by their nature continue, including sections 8, 13, 14, 15, 16 and 22.

19. Branding on the Portal and Website

19.1 If you ask for it, we can show your logo and colours on your business's sign-in page and in the Portal. The Portal and sign-in page may still show a short line such as "Secured by Koalaa Technologies".

19.2 Unless the Order says otherwise, your Website may include a discreet credit to Koalaa Technologies in its footer.

20. Changes to these Terms

20.1 We may update these Terms, for example to reflect changes to the Services or the law. For changes that materially affect you, we will tell you at least 30 days before they take effect, by email or in the Portal. If you do not accept a change, you may end the affected Services before it takes effect. Continuing to use the Services after that date means you accept the updated Terms.

20.2 Each version of these Terms has a version number and an effective date, shown at the top of this page. We keep previous versions and will provide them on request.

21. General

21.1 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, cyclones, power or network failures, failures of third-party infrastructure, war or government action.

21.2 Notices. Notices must be in writing and may be sent by email: to you, at the email address on the Order or of your Owner in the Portal; to us, at support@koalaa.dev or by post to our registered office in section 23.

21.3 Assignment. You may not transfer the agreement without our written consent. We may transfer it to a company that takes over our business, and we may use subcontractors, remaining responsible for their work.

21.4 Whole agreement. The Order and these Terms are the whole agreement between the parties about the Services and replace earlier discussions. Each party confirms it has not relied on anything not written in them.

21.5 Severability and waiver. If a provision is found invalid, the rest remains in force. Not enforcing a right straight away is not a waiver of it.

21.6 Relationship. The parties are independent contractors. Nothing in the agreement creates a partnership, joint venture or employment.

21.7 Language. These Terms are written in English. If they are translated, the English version prevails.

22. Governing law and disputes

22.1 These Terms and any dispute arising from them are governed by the laws of the Republic of Mauritius.

22.2 The parties will first try in good faith to resolve any dispute through discussion between senior representatives within 30 days. If it is not resolved, the courts of the Republic of Mauritius have exclusive jurisdiction, although either party may seek urgent relief in any court that has jurisdiction.

23. Contact

23.1 Koalaa Technologies Ltd, registered in the Republic of Mauritius under number C26240395. Registered office: Avenue Paille en Queue, Morc St Daniel, Roches Brunes, Beau Bassin-Rose Hill, Mauritius.

23.2 Questions about these Terms can be sent to us at support@koalaa.dev, through the contact form on koalaa.dev or by post to our registered office.