Khep Terms and Conditions

Version 1.1 | Last updated: 30 October 2026

Who we are and who these Terms apply to

Khep is provided by ODREN LTD, a company registered in England and Wales under company number 15944303, with its registered office at 7 Manchester Square, London, England, W1U 3PQ. Company information is available from Companies House.

“Khep”, “we”, “us” and “our” mean ODREN LTD. “Customer”, “you” and “your” mean the business, professional or agency purchasing or using the service for its trade, business or profession.

These Terms govern the Khep application and related services, including services offered through khep.io, app.khep.io and Khep-branded pages at khep.lovable.app. For contractual notices and account requests, contact privacy@khep.io, marked “Khep Terms” or “Khep Billing”, or write to our registered office.

Khep is offered as a business service, not for personal or household use. You must be at least 18 and have authority to enter into the agreement and authorise the relevant use of your organisation's accounts.

An organisation's authorised representative accepts these Terms on its behalf. Describing an account as “business” does not remove mandatory rights from someone who is legally a consumer; any such rights prevail over inconsistent provisions of these Terms.

Agreement and related documents

The agreement is formed when you expressly accept these Terms and we confirm the relevant registration, trial activation or order. Paid subscription and recharge obligations arise only through the applicable purchase or authorisation process, not merely because you visit the website.

The agreement includes these Terms, the plan and billing period shown in your accepted order, disclosed usage limits, and any separately agreed order form or service schedule. The Privacy Policy explains personal-data processing; it is not a blanket consent to every activity described.

Where we process personal data on your behalf, an applicable data processing agreement must govern that processing. These Terms do not substitute for the required controller-processor provisions or establish that a separate DPA has already been concluded.

If documents conflict, a separately signed agreement prevails to the extent it expressly changes these Terms, and the DPA prevails for the subject matter of personal-data processing. Your accepted order controls the plan, price and billing period; these Terms govern matters not expressly changed.

What Khep provides

Khep provides AI-assisted and agent-operated social marketing tools for business analysis, brand knowledge retrieval, content and media generation, campaign planning, scheduling, publication, community handling and performance analysis. Features operate according to the plan, configuration, connection permissions and operational mandate you set.

The planned channel scope includes LinkedIn, Facebook, Instagram, TikTok and YouTube. Actual availability depends on configuration, platform, account type, region, format, API access, permissions and approved use cases. Inclusion is not confirmation that an integration is already operational or that private messaging, advertising or publication is available through Khep.

Where an account does not yet exist, Khep may provide materials and an assisted setup process. It does not promise that it can create or verify every social account automatically.

There is no guarantee of a particular audience reach, engagement level, advertising return, sales result, platform ranking or acceptance of content. Khep provides tools and automation rather than a promise of commercial success.

Accounts, teams and agencies

You must provide accurate account and billing information, maintain appropriate access controls and promptly remove users who are no longer authorised. You are responsible for instructions given through authorised users and for promptly reporting suspected compromise, subject to our own responsibilities for protecting the service.

An organisation or agency must have authority to upload the relevant materials and connect, operate and spend through the relevant social and advertising accounts. You must not assume that access to a client's password or account automatically authorises every campaign or use of that client's data.

For an agency account, the agency is the contracting customer and is responsible for its subscription, AI usage, users and allocation of resources between brands. An agency's arrangements with its clients do not make those clients parties to its Khep agreement or give Khep authority beyond the mandates actually provided.

Account ownership and permission disputes may require us to pause the affected operation and request reasonable evidence. We do not resolve disputes by disclosing another customer's confidential information or silently transferring control of an account.

Plans and subscription fees

The standard plan configuration at the date of these Terms is set out below. The plan and total charge accepted at checkout, including applicable taxes and any expressly agreed promotion, determine your purchase.

The annual subscription applies a 15% discount to twelve months of the monthly software price and is charged in one upfront payment. It is not a monthly instalment arrangement, and the discount does not apply to AI consumption or advertising spend.

Subscription fees cover access to the software within the plan's disclosed limits. They include no AI credit, and the permitted number of social profiles is the total across the organisation rather than a separate allowance for each brand.

Storage, rendering, browser time, concurrent operations and other resource limits may also apply. Those limits must be disclosed before purchase or activation and are not a promise of unlimited use.

Browser infrastructure is included within plan quotas and is not charged as an undisclosed deduction from AI credit. AI model calls used to operate an authorised browser task remain AI usage and are billed separately.

If you reach a resource quota, the affected feature may pause while other available features continue. We do not impose an undisclosed overage charge merely because a quota has been reached.

The software trial and initial AI recharge

The software trial lasts for up to 30 consecutive days from confirmed activation following the initial payment. The software fee is waived during that period, but AI consumption is not free.

To activate the trial, you must make an initial USD 20 purchase of AI credit using the supported payment process. This is an actual recharge, not simply a card-verification hold; applicable tax treatment and the total payment are shown before confirmation.

The trial stops when the 30-day period ends or the purchased AI credit is exhausted, whichever occurs first. If a small remaining balance cannot fund any available billable AI operation, the trial may be operationally blocked, but that balance is preserved rather than written off.

Once the initial credit has been exhausted, an additional recharge alone does not restart or extend the trial. To resume the service, you must actively purchase a paid subscription and have sufficient credit for the AI activities you request.

The trial never converts automatically into a paid subscription. Providing a card for the initial recharge does not authorise a software subscription or future automatic recharges.

If you subscribe before the trial ends, the paid period begins as shown in the checkout you accept. Unused purchased AI credit remains in the account and does not expire when the trial ends.

Trials are intended to allow a genuine evaluation by a customer. Creating replacement accounts or brands to evade trial, payment or resource limits is prohibited, but a suspected duplicate must be assessed fairly rather than used to confiscate legitimate purchased credit.

AI credit, pricing and metering

Cost plus 200%

AI usage is billed separately from the software subscription at the actual attributable provider cost plus a 200% markup, meaning:

Customer AI charge = attributable provider cost × 3.00

For example, a provider cost of USD 1.00 produces an AI-credit charge of USD 3.00 before any applicable tax treatment. “Plus 200%” does not mean cost multiplied by two.

Billable AI activities can include model calls, knowledge ingestion and embeddings, text or media generation, voice generation, quality checks and external research tools used by the agents. Charges must be identified in usage records; merely viewing material already held by Khep is not itself a new external AI charge.

We use the cost attributable to the authorised operation under the applicable provider arrangement. Discounts, bundles and adjustments must be reflected through a documented allocation method; we do not add unrelated hosting costs or idle infrastructure costs to the AI cost base and call them provider usage.

Estimates, reservations and reconciliation

Before an operation, Khep may estimate its maximum charge and reserve the relevant amount against your available credit and authorised budget. A reservation temporarily reduces the spendable balance but is not the same as a final consumption charge.

We record the authorised pricing version and reconcile the operation's attributable cost, releasing any unused reservation. We must obtain further authorisation before exceeding the operation's authorised charge, unless your existing mandate already expressly covers the higher limit.

Provider costs can vary by model, duration, resolution, input, output and other disclosed parameters. The software plan's annual discount does not reduce those costs or the 200% markup.

A request already accepted by a provider may incur authorised costs even if subsequently cancelled or interrupted. Cancellation does not automatically reverse work already performed, but we investigate errors and apply appropriate credits or refunds where charges are incorrect or a remedy is due.

We do not charge twice for the same operation, apply the markup again to an already marked-up campaign total, or charge you for duplicate attempts caused by Khep's own implementation error. Provider corrections and refunds relating to your metered usage are reconciled with the corresponding account records.

Nature and preservation of AI credit

Purchased AI credit is a contractual entitlement to use supported AI services through Khep. It is not an interest-bearing account, is not transferable between unrelated customers and is not ordinarily redeemable for cash, except as stated under “Refunds and billing corrections” or required by law.

Unused purchased AI credit does not expire. Cancelling, downgrading or allowing a subscription to end does not erase the balance; using it again normally requires an active paid subscription.

A balance recorded by an agency belongs to the agency's Khep account, subject to any separate legal rights between the agency and its client. Internal allocation to a brand does not create a separate transferable payment account.

We may reverse credit for a payment that was not received, was refunded or was successfully reversed through a payment dispute. We will not treat such a reversal as permission to confiscate unrelated credit paid for by the customer.

No customer-supplied AI keys

Khep manages its AI-provider accounts and credentials. Customer-supplied API keys, commonly called BYOK, are not supported in any plan.

This does not prevent the authorised connection of your own social or advertising accounts. Social permissions and credentials are distinct from AI-provider billing arrangements.

Manual and automatic recharges

After subscribing, you can purchase further AI credit manually. Optional automatic recharges require a separate authorisation specifying the balance threshold, recharge amount and monthly automatic-recharge cap.

Automatic recharge is off unless you enable it through the relevant authorisation process. The subscription payment, initial trial recharge or storage of a payment method does not, by itself, enable automatic recharges.

You can disable future automatic recharges without cancelling the software subscription. Disabling the feature does not undo a recharge already properly authorised and processed, but does stop new automatic recharge instructions after the withdrawal takes effect.

If a recharge fails, requires further authentication or would exceed the authorised cap, the additional credit is not made available until payment is confirmed. AI-dependent operations may pause, and the service must not continue creating unapproved charges or a hidden negative balance.

With an active paid subscription and insufficient AI credit, non-AI functions and already-prepared operations may continue where technically possible and still authorised. New AI-dependent operations cannot proceed without sufficient credit.

Paid subscriptions, renewals and changes of plan

Renewals

A paid monthly or annual subscription renews for the same billing period at the accepted renewal price unless you cancel before renewal or your order states otherwise. This recurring authorisation is obtained when you purchase the subscription and is separate from the trial, which does not renew automatically.

The billing period, renewal mechanism and next payment must be clearly disclosed before purchase. We provide required notices and reminders and do not rely on a general acceptance of these Terms as permission for a different plan or an undisclosed amount.

Cancellation

You can cancel renewal through the available billing controls or by emailing privacy@khep.io with sufficient information to identify the account. A request received before renewal is treated according to the time received, even if our administrative processing occurs later.

Unless an immediate termination or refund right applies, cancellation takes effect at the end of the paid period and you retain the subscribed access until then. An annual subscription cancelled part-way through the year does not turn retrospectively into monthly billing.

We will confirm the cancellation and effective date. A payment taken incorrectly after an effective cancellation must be corrected rather than treated as a fresh subscription you intended to purchase.

Upgrade and downgrade

An upgrade can take effect once you accept the disclosed prorated charge and payment is confirmed. A downgrade normally takes effect at the end of the current paid period.

If your existing brands, profiles or users exceed the lower plan's limits, you must select which remain active. We will not arbitrarily delete customer data to enforce a downgrade, but may restrict new automations until the excess is resolved.

Price and material service changes

Software-price changes apply no earlier than a future renewal after at least 30 days' notice, unless you expressly accept a change sooner. They do not retroactively increase a prepaid subscription period or a completed AI operation.

Actual third-party AI rates may vary, and updated estimates must reflect the provider cost for newly authorised work. A change to Khep's 200% markup requires clear advance notice and express acceptance before work is charged using the new markup.

If you do not accept a material adverse change, you may cancel future renewal without penalty. Where a change would prevent meaningful use of prepaid services during a paid period, or a change to the markup is not accepted, the refund provisions below apply to the affected prepaid amounts.

Taxes and payments

Charges are denominated in USD unless an accepted order expressly specifies another currency. Applicable taxes and the total payable must be shown before payment; any conversion or other charge levied independently by your bank is distinct from Khep's fees.

Stripe processes supported payments. You must provide accurate billing details and maintain a valid payment method for payments you have authorised, but a failed payment does not give us unrestricted authority to debit a different amount.

If a subscription invoice is unpaid, we may place the service on a proportionate billing hold after notifying you. A hold may stop new automations and trigger the advertising safety measures below, but does not erase unused purchased AI credit.

Please report suspected billing errors promptly so that we can investigate. This request is not a shortened statutory limitation period or a waiver of a lawful right to dispute a charge.

Refunds and billing corrections

Customer cancellation for convenience

For a business customer cancelling for convenience, software fees for a paid period are ordinarily not refunded pro rata. Access continues to the end of that period unless another termination provision applies.

Authorised AI usage already supplied is ordinarily not refundable merely because you change your mind or dislike an otherwise properly supplied output. This does not exclude remedies for an incorrect charge, unauthorised operation, material service failure or a right required by law.

Unused purchased AI credit remains available without expiry and is not routinely cashed out on ordinary subscription cancellation. It is not forfeited for inactivity or the absence of an active subscription.

When a correction or refund is due

We correct duplicate, erroneous and unauthorised charges following investigation. Where an operation is materially defective because of our failure to meet the agreement, we provide the appropriate correction, repeat performance, account credit or refund, subject to applicable law and the circumstances.

If you terminate an affected service because of our material breach that we have not remedied within the applicable period, we refund the unused portion of the affected prepaid software term and unused purchased AI credit that can no longer reasonably be used. This is separate from a claim for additional damages.

If we permanently discontinue the service or terminate your account for our convenience without a customer breach, we refund the unused portion of the prepaid software period and the unused purchased AI balance. We do not leave an indefinitely non-expiring credit balance attached to a service we have permanently made unavailable.

If you reject a change to the AI markup, you may request a refund of unused purchased AI credit rather than accepting the changed pricing. The request does not permit reversal of properly charged prior consumption.

If an account is permanently closed so that its purchased credit can no longer be used, the unused balance must be settled and is not forfeited merely because the closure followed a customer breach. A lawful preservation requirement, payment dispute or identified amount properly due may affect settlement, but ordinary subscription cancellation is not permanent account closure.

Refunds due under this section are normally returned to the original payment method within 30 days after entitlement and the amount have been established, or sooner where the law requires. We may deduct only identified, properly due and undisputed charges, or amounts finally determined to be due; a customer allegation or a disputed indemnity claim is not enough to confiscate the balance.

Your operational mandate

You define the brands, accounts, permitted actions, content rules, publishing cadence, budget limits and escalation instructions under which agents may operate. You must provide sufficient instructions and ensure that the persons setting the mandate have the relevant authority.

Within that mandate, agents may act without asking you to approve every individual post or reply. A general mandate does not replace any separate consent, platform confirmation or permission required for a specific operation.

You must review and maintain the accuracy of business facts, claims, offers, legal restrictions and campaign materials supplied to Khep. We remain responsible for performing our service with the care required by the agreement and cannot treat an agent's mistake as automatically your fault merely because automation was enabled.

You may pause or revoke a mandate and use available controls to take over a conversation. An instruction takes effect for future actions as soon as it can reasonably be applied; operations already submitted to a third party may require reconciliation, cancellation or manual intervention.

A stop instruction does not necessarily remove a post already published or undo a third-party action already completed. We must report uncertain outcomes accurately, rather than claiming that an action has been reversed when it has not.

Advertising accounts and spend

You pay advertising platforms directly through the connected advertising account. Khep does not collect or advance your advertising budget and does not become the owner of the advertising account merely because you connect it.

You authorise the accounts, budgets, periods, objectives and permitted adjustments. Agents may optimise within those limits, but must not increase the authorised overall spending limit without a new authorisation.

Advertising reports and pause confirmations may be delayed by the platform. Platform pacing, settlement and reporting can mean that a budget figure or pause request is not an instantaneous guarantee that all spend has stopped.

At the end or block of the trial, a billing suspension or the end of a paid subscription, you authorise Khep to attempt to pause the campaigns it manages under your mandate. This does not authorise interference with unrelated or unmanaged campaigns.

We must attempt and verify the pause where access permits and warn you if it fails or the result is unknown. You remain able and responsible to intervene directly with the platform when notified; we do not exclude liability for our own actionable breach simply because the platform, rather than Khep, invoices the resulting spend.

Insufficient AI credit on an otherwise active subscription does not automatically cancel all advertising. It stops uncovered AI-dependent work while deterministic safeguards and the existing campaign mandate continue, unless a different pause rule has been agreed.

Social-platform and third-party limitations

Connected services have their own terms, eligibility rules, permissions, rate limits and review processes. You must comply with the conditions applicable to your accounts, and Khep must comply with the conditions applicable to its integrations.

An API outage, unavailable feature or access refusal does not automatically authorise browser automation. Any browser-assisted alternative must itself be authorised and must not bypass security, approval, territorial or usage restrictions.

Some tasks may require your direct action, authentication or review. We do not promise a universal browser workaround or require you to disable multifactor authentication to use Khep.

Third parties may change or discontinue capabilities. We will take reasonable steps to adapt, explain material effects and provide an appropriate workaround or remedy; their involvement does not relieve us of our own contractual responsibilities.

Khep manages AI-provider integrations and may use service providers for hosting, generation, research, voice, rendering and browser execution. A provider substitution must respect the agreed functionality, data protection requirements and any necessary authorisation; it cannot silently increase an already-authorised job's maximum charge.

LinkedIn

You must own the LinkedIn account or Page or have the authority needed to manage it. The Khep developer application identifies ODREN LTD’s software; it is not a separate Khep company, and each customer must separately authorise its own accounts and Pages. Functions depend on LinkedIn APIs, available and approved permissions and approved use cases. A general mandate to agents does not replace any consent, approval or confirmation required by LinkedIn.

Khep must not collect LinkedIn passwords or use scraping or browser automation to circumvent denied APIs, limitations or app review. The general automation, customer-material licence and service-provider provisions do not expand the rights granted by LinkedIn. The general 30-day period to request an export does not permit prohibited exports or extend LinkedIn retention or deletion deadlines, including for backups and after termination. These are conditions of the integration, not a declaration that unverified functionality or approval is already operational.

Use is subject to the applicable LinkedIn API Terms, Marketing API Terms, data storage requirements, restricted uses and Community Management app review requirements. Khep is not presented as approved, certified or a LinkedIn partner.

YouTube

Where you use Khep's YouTube API integration, you agree to be bound by the YouTube Terms of Service. You must also review and accept Khep's applicable Privacy Policy before using the relevant integration, as required for YouTube API clients (YouTube Developer Policies).

That acknowledgement is not a blanket consent to unrelated processing of your personal data. Our Privacy Policy explains the relevant access, permitted use, revocation and deletion arrangements.

Customer materials, outputs and intellectual property

Customer materials

You retain your rights in files, brand assets, instructions and other material you provide. You warrant that you have the rights, permissions and legal basis needed for the instructed use, including relevant rights in likenesses, voices, music, trademarks and customer information.

You grant us a limited licence to host, copy, process, adapt and transmit that material as needed to provide the service, generate requested outputs, follow your publication instructions and meet the agreement. This licence does not authorise unrelated advertising for Khep, sale of your confidential content or unrestricted general-purpose model training.

After the relationship ends, the licence continues only as needed for permitted retention, legal requirements, account settlement and deletion procedures. It does not become a perpetual permission to exploit your content for unrelated purposes.

AI-generated outputs

As between you and ODREN LTD, and to the extent legally possible, we assign to you any rights we hold in the generated outputs supplied for your workspace, excluding Khep technology, templates and third-party material. You may use those outputs subject to the rights and restrictions applicable to their components and the platforms on which they are used.

AI outputs may be similar to material generated for others and may not qualify for intellectual-property protection in every jurisdiction. We do not guarantee exclusivity, registrability, originality or freedom from third-party claims for every AI-generated element.

You must carry out appropriate review before using content in circumstances where factual accuracy, regulated claims, copyright, publicity rights or reputation are material. This review obligation does not excuse us from agreed quality controls or our own infringements.

Khep technology and third-party components

We and our licensors retain rights in the software, underlying workflows, tools, reusable templates, interfaces and documentation. Subject to the agreement, you receive a limited right to access and use the service during the permitted trial or paid term.

Open-source and other third-party components remain subject to their relevant licences. No clause transfers a licence we do not hold or prevents rights that cannot lawfully be restricted.

Acceptable use

You must use the service lawfully and within your authority. In particular, you must not:

• Misrepresent identity or authority: impersonate another person, operate an account without permission or publish misleading testimonials.
• Infringe rights: use unlicensed media, confidential material, personal data, trademarks, likenesses or voices without the required authority.
• Conduct abuse: send spam, harassment, unlawful discrimination, threats, fraudulent promotions or malicious content.
• Evade platform rules: bypass access controls, security checks, rate limits, regional restrictions or app-review requirements.
• Compromise systems: introduce malware, attempt unauthorised access, exfiltrate another tenant's data or interfere with service integrity.
• Manipulate billing: evade metering, misuse trials, trigger unauthorised payments or transfer access in breach of plan limits.
• Use unsupported high-impact automation: treat Khep as an autonomous decision system for credit, employment, insurance, legal entitlement or comparable outcomes without an expressly agreed and lawful specialised arrangement.
• Obtain unrelated training rights: use access to customer content or provider outputs in a manner prohibited by applicable agreements or law.

Sensitive personal data and information about children require additional care and an appropriate authorised purpose. The service's ordinary marketing features are not approval to collect highly sensitive information or profile vulnerable people indiscriminately.

We may investigate credible misuse and take proportionate action. Where it is safe and lawful, we explain the concern and provide an opportunity to correct or contest it.

Confidentiality and personal data

Each party must protect the other's non-public business information disclosed in connection with the agreement and use it only for the agreement's purposes. Disclosure is permitted to people or providers who need it for those purposes and are subject to appropriate duties, or where disclosure is legally required.

These obligations do not apply to information that is lawfully public without breach, already known without restriction, independently developed without use of the confidential information, or lawfully received from a third party. A compelled disclosure must be limited appropriately, with advance notice where lawful.

Customer-content processing, subprocessor arrangements, security obligations and deletion instructions must be addressed in the applicable DPA. Neither acceptance of these Terms nor activation of an AI agent replaces a required lawful basis, privacy notice or consent.

Our Privacy Policy describes ODREN LTD's own processing and the distinction between our controller and processor roles. Statutory rights of individuals and powers of supervisory authorities are not reduced by the limitations applicable to commercial claims between the parties.

Service standard, availability and AI limitations

We will provide the service with reasonable care and skill. This is consistent with the standard implied into relevant business-service contracts under section 13 of the Supply of Goods and Services Act 1982.

We do not warrant that every operation will be uninterrupted or error-free, that AI output will always be accurate, or that a third-party service will remain unchanged. There is no uptime percentage, response-time commitment or service-credit scheme unless separately agreed in writing.

The community-scanning feature is designed to check accessible interactions every 60 minutes while the connection and relevant entitlements remain active. That cadence is not a guarantee that every comment is visible through an API or that a reply will be delivered within an hour despite platform outages, rate limits, quota exhaustion or an expired permission.

We must give appropriate notice of material restrictions and take reasonable steps to restore affected functionality. These qualifications do not give us a right to provide substantially different performance or no performance without the remedies required by the agreement or law.

Suspension and termination

Suspension

We may suspend the affected part of the service where reasonably necessary because of non-payment, a credible security incident, unlawful use, a material breach, a binding legal requirement or loss of an essential third-party permission. The scope and duration must be proportionate to the reason.

Where safe and practicable, we give notice and an opportunity to resolve the issue before suspension. Immediate action may be necessary for security, unlawful activity or unauthorised expenditure, followed by an explanation where lawful.

Suspension does not automatically terminate the agreement or forfeit purchased AI credit. Read-only, billing, export and safety functions remain available where reasonably possible and consistent with the reason for suspension.

Termination for breach

Either party may terminate the affected agreement for a material breach that remains unremedied 14 days after a written notice describing the breach and required remedy. An irremediable material breach may justify immediate termination.

Applicable law may limit termination rights in insolvency or other protected circumstances. This clause is subject to those limits and does not create an unrestricted right to terminate where the law prohibits it.

Termination or discontinuation for convenience

You may cancel future renewal as described above. We may end the service for convenience on at least 30 days' written notice, with the applicable refunds of unused prepaid service and purchased credit.

If a serious external event requires an earlier end, we will explain the position and apply the same applicable settlement obligations. A dependency disappearing does not turn unused customer balances into our unrestricted revenue.

Consequences of expiry or termination

New automations and relevant access stop when the entitlement ends, subject to safety operations and any agreed wind-down. Managed advertising must be paused as described above; published content and independent social accounts remain governed by the relevant platforms.

You should export required materials before the end of service. Subject to security, platform and legal restrictions, we provide a 30-day period after ordinary termination to request an export of customer materials held by us, without reviving paid automations.

Deletion and any residual retention follow the DPA, Privacy Policy and applicable platform requirements. The export period does not extend a platform's earlier deletion deadline or permit continued access after consent has been revoked.

For LinkedIn data, this 30-day request period neither permits a prohibited export nor extends the applicable retention or deletion deadlines, including for residual copies.

Termination does not make unused purchased credit expire. We retain the minimum records needed to recognise the balance and settle applicable refunds, and distinguish those records from customer files or conversations that should be deleted.

Accrued payment obligations, confidentiality, intellectual-property provisions, applicable settlement duties, liability provisions and dispute provisions survive to the extent needed to give them effect. No survival clause authorises unrelated use of customer data.

Third-party claims

You will reimburse reasonable losses and costs arising from a third-party claim to the extent directly caused by your material breach of the rights assurances for Customer Materials, an unlawful instruction you gave, or deliberate misuse by your authorised users. This does not cover the part of a claim caused by our breach, negligence, unauthorised modification or conduct outside your instructions.

We must notify you promptly, take reasonable steps to mitigate and allow you a reasonable opportunity to participate in the defence. We may not admit liability or agree a settlement imposing an obligation on you without your consent, which must not be unreasonably withheld.

For this reimbursement obligation, the aggregate customer limit is twice the General Cap defined below, except for fraud or liabilities that cannot lawfully be limited. Ordinary payment obligations for agreed fees and authorised usage remain payable separately.

Liability and limits

Liabilities that are not excluded

Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited. The applicable statutory rules, including the reasonableness requirements for relevant business standard terms, continue to apply (UCTA section 2, section 3, section 11).

General Cap

For this section, a “Contract Year” is each successive twelve-month period starting on your first trial activation or, if there is no trial, your first paid activation. A later subscription purchase or plan change does not restart that period.

Subject to the exceptions in this section, ODREN LTD's total aggregate liability for events occurring in a Contract Year, whether in contract, tort, breach of statutory duty or otherwise, is limited to the greater of:

• USD 1,000; or
• the software subscription fees and AI usage charges paid or charged against paid credit for your account during the 12 months before the first event giving rise to a claim in that Contract Year.

The second amount excludes taxes, advertising spend paid to platforms and unconsumed AI-credit deposits. Related claims arising from the same or substantially the same events are allocated to the Contract Year of the first such event, without multiplying the cap merely because a claim is presented later or described in several ways.

Confidentiality and data protection

For our breach of confidentiality or our data protection obligations, the aggregate limit is twice the General Cap. Ordinary claims remain subject to the General Cap, and all capped claims together cannot exceed the higher aggregate limit; the limits do not stack for the same loss.

These contractual limits do not restrict the rights of individuals under applicable data protection law or any regulatory power. They also do not limit the obligation to correct an erroneous charge, return an amount contractually due as a refund, or preserve an unused purchased credit balance.

Excluded losses and responsibility for our acts

Neither party is liable to the other for indirect or consequential loss to the extent that exclusion is lawful and reasonable. This is not an exclusion of every loss described as commercial, loss of data, remedial expenditure or advertising spend.

Reasonable direct costs of correcting our actionable breach, restoring affected data or addressing advertising spend caused by operations outside the authorised mandate are not excluded merely by those labels. They remain subject to causation, mitigation, the applicable caps and any non-excludable rights.

We are not responsible for loss to the extent caused by instructions you gave unlawfully or without authority, inaccurate information you supplied, or your failure to take a reasonable protective step after a clear warning. This allocation does not excuse our own failure to follow agreed limits or exercise reasonable care.

Events outside reasonable control

A party is not responsible for delay to the extent caused by an event outside its reasonable control that it could not reasonably prevent or overcome, provided it promptly explains the effect and takes reasonable steps to mitigate. A normal supplier problem, avoidable capacity issue or the party's own negligent design is not automatically such an event.

If a material part of the service remains unavailable for more than 30 consecutive days because of such an event, either party may terminate the affected service. Any unused prepaid period and purchased credit made unusable by the termination are settled under the refund provisions; this clause does not erase an accrued debt or customer balance.

Changes to these Terms

We may update these Terms for a legitimate legal, security or service reason. Material adverse changes require at least 30 days' notice unless a shorter period is necessary to comply with law or address an immediate risk, in which case we explain the reason.

Changes do not retrospectively alter completed transactions, accepted job pricing or rights already accrued. Where a change requires express agreement, including a change to the AI markup, continued use alone does not replace that agreement.

If you reject a materially adverse change, you may stop the affected use and cancel renewal. Where the change removes material prepaid functionality during a paid period, the appropriate refund or other remedy described above remains available.

Governing law, disputes and mandatory rights

For business customers, the agreement and non-contractual obligations arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to mandatory law and the right to seek appropriate urgent protective relief from another competent court.

Before bringing ordinary proceedings, the parties will try in good faith to resolve the issue through written escalation for up to 30 days. This does not prevent urgent relief, stop a limitation period from expiring, or restrict a statutory complaint to a regulator.

If a customer is legally a consumer despite the intended business-only scope, mandatory protections, applicable cancellation and refund rights, and mandatory jurisdiction rules are preserved. No clause deems a consumer's rights waived merely because AI usage began, a trial was activated or a business checkbox was selected.

In particular, any applicable consumer request for early service performance or consent to immediate digital-content supply must be obtained separately where required. The rules for services and digital content are not interchangeable, and accepting these Terms alone does not satisfy every cancellation-right condition (Consumer Contracts Regulations 2013, Part 3).

General provisions and notices

You may not assign the agreement or transfer an account to an unrelated party without our consent, which will not be unreasonably withheld where the transfer is lawful and operationally supportable. We may assign it as part of a genuine business transfer, with notice and without reducing your accrued rights or the applicable data protections.

The parties are independent contractors. The operational mandate authorises defined technical actions but does not appoint Khep as a general agent able to enter unrelated contracts or make unlimited commitments on your behalf.

If a provision is unenforceable, the remaining agreement continues to the extent legally possible. A delay in enforcing a right is not automatically a waiver, and no variation is effective merely because an AI agent generated text purporting to change the contract.

These Terms and the incorporated documents contain the agreement on the service, without excluding liability for fraud or a representation that cannot lawfully be excluded. Rights of a person who is not a party are excluded to the extent permitted, except for rights expressly granted or arising independently under law.

We send contractual notices to the account's designated contact and may also display them in the application. You can send notices, cancellation requests or billing concerns to privacy@khep.io or our registered office; we will not impose a hidden communication fee for exercising those rights.