These Terms and Conditions apply to the supply of Kandu CostGuard, product onboarding, sandbox evaluation support, configuration support, and related product services by Confidenza Limited t/a Kandu Solutions, unless a signed agreement, order form, statement of work, quotation, or proposal says otherwise.

By accepting a quotation, signing an order form, approving a statement of work, using a product, allowing users to access a product, or receiving services from Kandu, the customer agrees that these terms form part of the contract between the customer and Kandu.

If there is a conflict between these terms and a signed agreement, order form, statement of work, or quotation, the signed document takes priority for that conflict.

Confidenza Limited is registered in England and Wales under company number 14372780. Its registered office is 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ. Confidenza Limited trades as Kandu Solutions.

Customer, you, and your mean the organisation purchasing or using the product or services. Kandu, we, us, and our mean Confidenza Limited t/a Kandu Solutions.

Product means Kandu CostGuard, associated software, product configuration, documentation, updates, support, and related product services described in the applicable quotation, order form, statement of work, or agreement.

Product services means onboarding, sandbox evaluation support, configuration support, product support, and related CostGuard activities described in the applicable quotation, order form, statement of work, or agreement.

Customer Data means data, content, files, records, supplier information, cost information, item information, transaction information, approval information, NetSuite-related information, and other material submitted to or processed through the product or services by or on behalf of the customer.

Kandu CostGuard supports supplier cost-file intake, Supplier Cost Batch review, staged target management, exception handling, exposure review, approval support, controlled application to NetSuite item-vendor purchasing costs, and audit evidence. The exact scope, subscription period, users, environments, support level, implementation work, and service deliverables will be set out in the quotation, order form, statement of work, or signed agreement.

Product descriptions, demonstrations, roadmap discussions, service examples, and marketing material are provided to explain Kandu's products and services. They are not binding commitments unless included in the quotation, order form, statement of work, or signed agreement.

The customer is responsible for providing accurate information, making timely decisions, maintaining appropriate NetSuite licences and access, managing its users, reviewing product outputs and service deliverables, and confirming that configuration or advice meets its business, finance, tax, audit, operational, and control requirements.

The customer remains responsible for the accuracy, legality, and completeness of Customer Data and for any accounting, tax, payment, approval, purchasing, pricing, reporting, or operational decisions made using the product or services.

Kandu grants the customer a limited, non-exclusive, non-transferable right to use the product during the agreed subscription or contract term for the customer's internal business purposes.

The customer must not misuse the product or services, attempt to bypass security controls, reverse engineer the product, use the product or services to process unlawful material, interfere with service operation, or allow unauthorised access.

Fees, billing frequency, currency, taxes, expenses, payment dates, subscription terms, product support terms, and usage limits will be set out in the applicable quotation, order form, statement of work, invoice, or signed agreement. Unless stated otherwise, fees are payable in GBP and VAT or other taxes are applied where applicable.

If payment is overdue, Kandu may suspend access, pause delivery, charge interest or recovery costs where permitted by law, and withhold further work until overdue amounts are paid.

Delivery dates, onboarding activities, configuration work, support arrangements, and product timelines are estimates unless expressly stated as fixed commitments in a signed agreement.

Kandu will use reasonable skill and care when providing products and services. The customer agrees to provide access, information, test data, approvals, and personnel reasonably needed for delivery.

Kandu may improve, update, modify, or replace product features from time to time, including to maintain security, reliability, compatibility, performance, or legal compliance.

Where a product change materially reduces agreed core functionality during an active subscription, Kandu will use reasonable efforts to provide notice or an appropriate alternative. Changes to services outside the agreed scope may require a new quotation, order form, or statement of work.

The product and services may depend on NetSuite, hosting providers, email systems, AI services, integration tools, file storage, payment processors, professional tools, or other third-party platforms. Kandu is not responsible for third-party products, outages, changes, licence terms, security incidents, or data issues outside Kandu's control.

The customer is responsible for ensuring it has the rights, licences, consents, and access needed to connect the product or services to third-party systems.

Kandu and its licensors retain all intellectual property rights in the product, documentation, templates, configuration methods, know-how, software, product improvements, service methods, and related materials.

The customer retains ownership of Customer Data. The customer grants Kandu the rights needed to host, process, transmit, display, support, and otherwise use Customer Data to provide and improve the product and services.

Unless a signed agreement says otherwise, reusable know-how, methods, templates, utilities, scripts, patterns, and general improvements developed by Kandu while providing services may be reused by Kandu, provided customer confidential information is protected.

Each party will comply with applicable data protection law. Where Kandu processes personal data on behalf of the customer through the product or services, the customer will usually be controller and Kandu will usually be processor, unless the relevant agreement says otherwise.

Kandu will process personal data only as needed to provide, support, secure, maintain, and improve the product or services, or as otherwise agreed with the customer. Additional data processing terms may be included in the customer agreement or a separate data processing agreement.

Each party may receive confidential information from the other. The receiving party must protect that information with reasonable care, use it only for the contract, and disclose it only to personnel, advisers, contractors, or providers who need to know it and are bound by suitable confidentiality obligations.

Confidentiality obligations do not apply to information that is already public, independently developed, lawfully received from another source, or required to be disclosed by law.

Kandu will use reasonable technical and organisational measures designed to protect the product, services, and Customer Data. The customer is responsible for its own devices, networks, credentials, user access, NetSuite permissions, and internal controls.

Kandu aims to provide reliable products and services, but availability may be affected by maintenance, third-party systems, customer environments, network issues, security events, or circumstances outside Kandu's reasonable control.

Kandu will provide the product and services with reasonable skill and care. Except as expressly stated in the contract, the product and services are supplied without implied warranties to the fullest extent permitted by law.

Kandu does not warrant that the product or services will be uninterrupted, error-free, compatible with every customer configuration, or able to meet requirements that have not been agreed in writing.

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot legally be excluded or limited.

Subject to the previous sentence and unless the applicable signed agreement says otherwise, Kandu will not be liable for indirect or consequential loss, loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings, business interruption, or loss arising from third-party systems.

Unless the applicable signed agreement says otherwise, Kandu's total aggregate liability arising out of or in connection with the product or services will be limited to the fees paid or payable by the customer for the affected product or services during the 12 months before the event giving rise to the claim.

Kandu may suspend access or delivery where the customer fails to pay, creates a security risk, materially breaches the contract, exceeds agreed usage, or uses the product or services unlawfully or outside the agreed scope.

Either party may terminate where the other party commits a material breach and does not remedy it within a reasonable period after written notice, or where the other party becomes insolvent or ceases trading.

On termination, the customer must stop using the product and pay all outstanding fees. Terms that should reasonably survive termination will continue, including confidentiality, payment, data protection, intellectual property, liability, and law and jurisdiction.

Neither party will be liable for delay or failure to perform caused by events outside its reasonable control, including failures of third-party platforms, internet outages, cyber incidents, industrial disputes, changes in law, fire, flood, war, terrorism, epidemic, or government action.

Formal notices must be sent in writing to the address or email address set out in the applicable order form, quotation, statement of work, signed agreement, or the most recent contact details notified by the receiving party.

Neither party's delay in enforcing a right prevents it from enforcing that right later. If any part of these terms is found to be invalid or unenforceable, the remaining parts will continue to apply.

The customer may not assign or transfer the contract without Kandu's prior written consent. Kandu may assign or transfer the contract as part of a business sale, restructuring, or transfer of the product, services, or relevant business.

These terms and any non-contractual obligations connected with them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, unless the applicable signed agreement states otherwise.