Please read these Terms of Service carefully before accessing or using the Service. By creating an account, clicking "I agree", or otherwise accessing or using the Service, you agree to be legally bound by these Terms. If you do not agree, you must not access or use the Service.
TABLE OF CONTENTS
In these Terms, the following capitalised terms have the meanings set out below. Other terms are defined where they first appear in the text.
By accessing or using the Service in any manner, including by creating an Account, clicking an acceptance button, or otherwise accessing or using any feature of the Platform, you: (a) confirm that you have read and understood this Agreement in its entirety; (b) agree to be legally bound by this Agreement; and (c) represent and warrant that you have the legal authority and capacity to enter into this Agreement.
If you are entering into this Agreement on behalf of a company, organisation, or other legal entity, you represent and warrant that you are authorised to bind that entity to this Agreement. In such case, "you" and "your" shall refer to that entity. If you do not have such authority, you must not access or use the Service on behalf of that entity.
To be eligible to use the Service, you must satisfy all of the following requirements at the time of registration and at all times during your use of the Service:
The Service is intended for use by individuals located in jurisdictions where use of the Service is lawful. You are solely responsible for ensuring that your use of the Service complies with the laws and regulations applicable in your jurisdiction. Kōda makes no representation that the Service is appropriate or available for use in all locations.
Access to most features of the Service requires you to register for an Account. When registering, you must provide accurate, current, complete, and truthful information. You must promptly update your Account information to keep it accurate and complete at all times. You may register using an email address and password, or via a supported third-party authentication provider (such as Google OAuth), subject to the terms of that provider.
You are solely and entirely responsible for maintaining the confidentiality and security of your Account credentials, including your username, password, and any authentication tokens. You must not disclose your Account credentials to any third party under any circumstances. You acknowledge that Kōda will never ask you for your password via email, live chat, or any other channel.
You must notify Kōda immediately upon becoming aware of any actual or suspected unauthorised access to or use of your Account, including any actual or suspected compromise of your credentials, by contacting us at support@kodatrade.co.uk. You acknowledge that Kōda is not liable for any loss or damage arising from your failure to comply with this section or from any unauthorised access to your Account prior to you notifying us.
You are solely responsible for all activity that occurs under your Account, whether or not you authorised such activity. Kōda is entitled to assume that all actions taken via your Account are authorised by you, unless and until you notify us otherwise in accordance with clause 3.3.
You may only maintain one active Account per individual. The creation of multiple Accounts by a single individual — whether to circumvent a suspension, access restrictions, avoid paying subscription fees, or for any other reason — is strictly prohibited and constitutes a material breach of this Agreement. Kōda reserves the right to merge, suspend, or permanently terminate all Accounts associated with such activity.
You must not register an Account using a false identity, impersonate any other person, or misrepresent your affiliation with any person or entity. Accounts registered using false information may be suspended or terminated without notice.
Kōda provides a cloud-based trading journal and analytics platform that enables users to record, organise, analyse, and review their financial trading activity. The Service includes, without limitation, the following features:
The Service is offered in two tiers: a Free Plan and a Pro Plan. The features available under each tier are described on the Pricing page of the Platform and within the Platform itself. Kōda reserves the right to modify the features available under each tier with reasonable notice to users, subject to clause 23.
Kōda will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week. However, the Service is provided on an "as available" basis and Kōda does not warrant or guarantee any specific level of uptime or availability. The Service may be unavailable due to scheduled maintenance, emergency maintenance, or factors outside Kōda's reasonable control. Kōda will endeavour to provide advance notice of planned maintenance where practicable.
Kōda is continuously developing and improving the Service. We reserve the right to add, modify, suspend, or discontinue any feature or aspect of the Service at any time, subject to the notice provisions in clause 23. Features described as "beta", "experimental", or "preview" are made available on an exploratory basis and may be changed or removed without notice.
Kōda provides access to software tools only. Nothing in the Service constitutes the provision of professional financial, legal, tax, accounting, or investment advisory services. See clause 12 for the full disclaimer of financial advice.
Subject to your compliance with this Agreement and payment of any applicable Subscription Fees, Kōda grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service solely for your own personal, non-commercial purposes in accordance with this Agreement.
Except as expressly permitted by this Agreement or by applicable law which cannot be excluded, you must not, and must not permit any third party to:
See clause 24 for the licence applicable to feedback you provide to Kōda.
You agree to use the Service only for lawful purposes and in a manner that does not infringe the rights of any third party or restrict or inhibit any other user's use or enjoyment of the Service. You are solely responsible for your conduct and all User Content submitted through your Account.
You must not use the Service to:
Kōda reserves the right, but assumes no obligation, to monitor the Service for violations of this clause 6. Upon becoming aware of a suspected violation, Kōda may, at its sole discretion and without prior notice: (a) remove or disable access to any User Content; (b) suspend or terminate the offending Account; (c) report the conduct to relevant law enforcement authorities; and (d) take any other action Kōda deems necessary or appropriate.
If you become aware of any conduct that violates this Acceptable Use Policy, you may report it to Kōda at support@kodatrade.co.uk. Kōda will review all reports in good faith but is not obligated to take any specific action.
As between you and Kōda, you retain all ownership rights in and to your User Content. This Agreement does not transfer any ownership of your User Content to Kōda, and Kōda does not claim any ownership interest therein.
By submitting, uploading, or otherwise making User Content available through the Service, you grant Kōda a worldwide, non-exclusive, royalty-free, sublicensable, transferable licence to host, store, cache, reproduce, process, adapt, modify, transmit, display, and distribute your User Content solely to the extent necessary to: (a) operate and provide the Service to you; (b) display your User Content to other users where you have enabled public sharing or Circle membership; (c) comply with applicable legal obligations; and (d) enforce this Agreement. This licence terminates upon deletion of your User Content or closure of your Account, except where retention is required by law or for legitimate operational purposes (such as backup retention periods).
All User Content is private by default and visible only to you. You may elect to make specific trade records or profile information public by enabling the relevant settings within the Platform. Once content is made public, it may be indexed, cached, or viewed by other users of the Service. Kōda accepts no responsibility for the further distribution of content you voluntarily make public. You may revert public content to private at any time, provided that Kōda cannot guarantee the immediate removal of content that has already been cached by other users' browsers or devices.
Messages, posts, and trade shares submitted within a Circle are visible to all members of that Circle. You acknowledge that Circle content is not fully private and you should exercise appropriate judgement before disclosing sensitive personal or financial information within a Circle. The Circle's creator or designated moderator may remove content from that Circle.
You represent and warrant that: (a) you own all User Content you submit or have obtained all necessary rights and permissions to submit it and grant the licence in clause 7.2; (b) your User Content does not infringe any Intellectual Property Rights, privacy rights, or other rights of any third party; (c) your User Content is accurate and not misleading; and (d) your User Content complies with this Agreement and all applicable laws.
Kōda may collect, aggregate, anonymise, and use statistical data derived from your use of the Service and your User Content — in a form that does not identify you individually — to improve the Service, develop AI Features, conduct research, and for other legitimate business purposes. Such aggregated and anonymised data does not constitute your User Content and is not subject to the ownership provisions in clause 7.1.
You may export your User Content at any time in CSV format via the data export function within the Platform's settings. You are responsible for maintaining your own backups. Kōda strongly recommends that you regularly export your data. Kōda accepts no liability for loss of User Content that you have not independently backed up.
Kōda reserves the right to remove or disable access to any User Content that, in Kōda's sole determination, violates this Agreement, applicable law, or poses a risk to the Service, other users, or third parties, without prior notice to you. Where reasonably practicable, Kōda will notify you of such removal.
All Intellectual Property Rights in and to the Service, the Platform, and all content, software, technology, designs, graphics, trade marks, and other materials made available by Kōda through the Service (excluding User Content) are owned by or licensed to Kōda. Nothing in this Agreement transfers any such rights to you, except for the limited licence expressly set out in clause 5.1.
The "Kōda" name, logo, and all related names, logos, product and service names, designs, and slogans are trade marks of Kōda or its licensors. You must not use any such trade marks without Kōda's prior written consent. All other names, logos, product and service names, designs, and slogans mentioned in the Service are the trade marks of their respective owners.
All rights not expressly granted to you under this Agreement are reserved by Kōda and its licensors. No implied licences are granted under this Agreement.
If you believe that any content made available through the Service infringes your copyright, please notify us at support@kodatrade.co.uk with: (a) identification of the copyrighted work you claim has been infringed; (b) identification of the material you claim is infringing and its location within the Service; (c) your contact information; (d) a statement that you have a good faith belief that the use is not authorised; and (e) a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or are authorised to act on the copyright owner's behalf.
Kōda offers a Free Plan that provides access to a limited subset of Service features at no cost. The features available under the Free Plan are described on the Pricing page within the Platform. Kōda reserves the right to modify, limit, or discontinue the Free Plan at any time with reasonable notice. Continued use of the Free Plan following any modification constitutes your acceptance of the modified terms.
The Pro Plan is a paid subscription that unlocks the full feature set of the Service. To access the Pro Plan, you must provide valid payment details and subscribe through the Platform. The features available under the Pro Plan are described on the Pricing page and are subject to change in accordance with clause 23.
The current Subscription Fee for the Pro Plan is as displayed on the Pricing page of the Platform and at the point of purchase. All prices are stated in pounds sterling (GBP) and are exclusive of any applicable taxes, unless otherwise stated. Kōda reserves the right to introduce pricing in other currencies for users in specific jurisdictions.
Kōda reserves the right to change the Subscription Fee at any time. Kōda will provide you with no less than 30 days' advance written notice of any increase to the Subscription Fee via email to your registered email address and/or by an in-app notification. The new price will take effect at the start of your next Subscription Period following the expiry of the notice period. If you do not wish to continue at the new price, you must cancel your subscription before the new price takes effect. Failure to cancel before the new price takes effect shall constitute your acceptance of the revised Subscription Fee.
You are responsible for the payment of all applicable taxes, levies, duties, and similar governmental assessments arising from your use of the Service or your subscription, including but not limited to value-added tax (VAT), goods and services tax (GST), and withholding taxes. Where Kōda is required by law to collect and remit such taxes, the applicable tax amount will be added to your Subscription Fee at checkout.
All payments are processed by Stripe, Inc. ("Stripe"), a third-party payment processor. By subscribing to the Pro Plan, you agree to Stripe's Services Agreement and Privacy Policy. Kōda does not store your full payment card details. Only a Stripe Customer ID and, where applicable, the last four digits of your card number and card type are retained by Kōda for reference purposes.
By providing your payment details and subscribing, you authorise Kōda and Stripe to charge your designated payment method the applicable Subscription Fee on the first day of each Subscription Period on a recurring basis, until your subscription is cancelled in accordance with clause 11.
Your Pro Plan subscription will automatically renew at the end of each Subscription Period for a further Subscription Period of the same duration, at the then-current Subscription Fee, unless you cancel your subscription in accordance with clause 11 before the renewal date.
If a payment fails for any reason (including insufficient funds, expired card, or bank decline), Kōda may: (a) retry the charge up to three times over a period of seven days; (b) notify you by email of the failed payment and request updated payment details; and (c) if payment remains outstanding after the retry period, downgrade your Account to the Free Plan or suspend your access to the Pro Plan features. You remain liable for all outstanding amounts. Kōda reserves the right to charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate, calculated daily.
If you believe you have been charged in error, you must notify Kōda in writing at support@kodatrade.co.uk within 14 days of the relevant charge. Kōda will investigate all billing disputes in good faith and provide a written response within 10 business days. Kōda will not entertain billing disputes raised more than 60 days after the disputed charge.
All charges are made in GBP unless otherwise stated. If your bank or payment provider processes the transaction in a different currency, you may be subject to foreign exchange fees or rate differences, for which Kōda accepts no liability.
You may cancel your Pro Plan subscription at any time by: (a) navigating to Settings → Manage Subscription within the Platform; or (b) contacting Kōda at support@kodatrade.co.uk. Cancellation will take effect at the end of your current Subscription Period. You will retain access to all Pro Plan features until the expiry of the Subscription Period for which you have paid.
Except as expressly set out in clauses 11.3 and 11.4, or as required by applicable law, Kōda does not offer refunds or credits for any partial Subscription Period, unused subscription time, or any period during which you chose not to use the Service.
If you are a consumer resident in the United Kingdom or the European Union, you may have a statutory right to cancel your subscription within 14 days of purchase (the "cooling-off period") under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 or equivalent EU consumer law. If you exercise this right, you must notify us at support@kodatrade.co.uk within 14 days of your initial subscription. By accessing Pro Plan features during the cooling-off period, you expressly consent to immediate performance of the contract and acknowledge that your right of cancellation will be lost once the service has been fully performed. Where a partial refund is due, it will be calculated on a pro-rata basis.
Kōda may, at its sole discretion, issue a refund in exceptional circumstances, including: (a) where Kōda has materially failed to deliver the Service as described and has failed to remedy the failure within a reasonable period; or (b) where required by applicable consumer protection law. All requests for exceptional refunds must be submitted in writing to support@kodatrade.co.uk and will be considered on a case-by-case basis.
If Kōda terminates your Account for reasons other than your breach of this Agreement, Kōda will provide a pro-rata refund of any prepaid Subscription Fees for the unused portion of your current Subscription Period. No refund will be provided where Kōda terminates your Account due to your breach of this Agreement.
If you initiate a chargeback or payment reversal with your bank or card provider in respect of a charge that Kōda believes to be valid, Kōda reserves the right to suspend your Account pending investigation, dispute the chargeback with the relevant payment provider, and pursue recovery of any amounts successfully charged back through all available legal means. Repeated or unjustified chargebacks may result in permanent termination of your Account.
Kōda is a journaling and analytics tool only. Nothing within the Service constitutes, or should be construed as constituting, financial advice, investment advice, trading recommendations, or any other form of regulated financial guidance.
The Service is designed to assist you in recording, organising, and reviewing your own trading activity. All data, statistics, analytics, performance summaries, charts, pattern detections, AI-generated insights, and any other outputs generated by the Service are provided strictly for informational, educational, and journaling purposes. They do not take into account your individual financial situation, investment objectives, risk tolerance, experience, or specific circumstances.
Kōda is not authorised or regulated by the Financial Conduct Authority (FCA) or any equivalent regulatory body in any jurisdiction to provide investment advice, execute trades, hold client money, or carry on any regulated financial activity. The Service does not constitute a trading platform, brokerage, or investment management service.
Past performance of your trades as reflected within the Service is not indicative of, nor any guarantee of, future results. Financial markets are inherently unpredictable. All trading activity carries significant risk, including the risk of partial or total loss of capital. Kōda expressly disclaims any responsibility for trading decisions made in reliance on data or insights presented within the Service.
You should always seek independent financial advice from a suitably qualified and appropriately regulated financial adviser before making any investment or trading decision. The use of the Service is not a substitute for professional financial advice.
Any content posted by other users within the Service — including Circle messages, public trade records, and profile commentary — does not represent the views of Kōda and should not be treated as financial advice. Kōda does not verify the accuracy of user-generated content and accepts no responsibility for it.
Kōda offers AI Features that use machine learning and statistical models to analyse trade data and generate insights, pattern summaries, and performance analytics. These features are designed as analytical aids only. AI-generated outputs are probabilistic and automated in nature; they may not be accurate, complete, or appropriate for your specific circumstances in every case.
You must not rely on AI-generated outputs as the basis for any trading, investment, or financial decision. All AI outputs are subject to the no-financial-advice disclaimer in clause 12. Kōda accepts no liability for any loss or damage arising from reliance on AI-generated insights or recommendations.
Kōda may use aggregated, anonymised data — derived from the collective use patterns of its users, not from your individual identifiable User Content — to train, test, and improve its AI models. This does not involve disclosing your personal trade data to any third party. Any use of personal data in connection with AI operations is subject to Kōda's Privacy Policy.
Certain AI Features may be powered by third-party AI models or APIs. Where this is the case, your User Content processed by such features may be subject to the third-party provider's terms and conditions and privacy policy. Kōda will only use third-party AI providers that provide adequate data protection and confidentiality commitments. The list of third-party AI providers used may be updated from time to time and will be reflected in the Privacy Policy.
AI Features are subject to ongoing development and may be modified, updated, suspended, or removed at any time as the technology evolves, regulatory requirements change, or for other operational reasons. Kōda will endeavour to provide reasonable notice of material changes to AI Features.
The Service integrates with or relies upon the following third-party services for its operation:
| Provider | Purpose | Privacy Policy |
|---|---|---|
| Supabase | Database infrastructure and authentication | supabase.com/privacy |
| Stripe | Payment processing and subscription management | stripe.com/privacy |
| Vercel | Cloud hosting, deployment, and serverless functions | vercel.com/legal/privacy-policy |
| PostHog | Product analytics (with your consent) | posthog.com/privacy |
| Sentry | Application error monitoring | sentry.io/privacy |
Reference to any third-party service within the Platform does not constitute an endorsement by Kōda. Kōda is not responsible for the practices, content, security, or availability of any third-party service. Your use of any third-party service is governed by that service's own terms and conditions and privacy policy, and Kōda accepts no liability in connection therewith.
The Service may contain links to external websites, resources, or services that are not operated by Kōda. Such links are provided for convenience only. Kōda has no control over and assumes no responsibility for the content, accuracy, privacy practices, or availability of any linked third-party website or resource.
Kōda may add, modify, or replace third-party service providers at any time for operational, security, or legal reasons. Material changes to third-party integrations that affect the processing of your personal data will be reflected in an updated Privacy Policy.
Kōda's collection, use, storage, and disclosure of personal information is governed by the Privacy Policy, available at kodatrade.co.uk/privacy, which is incorporated into and forms part of this Agreement. By using the Service, you consent to the processing of your personal data in accordance with the Privacy Policy.
Kōda processes personal data in accordance with applicable data protection law, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 as they apply in the United Kingdom, and the Protection of Personal Information Act 4 of 2013 (POPIA) as it applies in the Republic of South Africa.
Kōda implements appropriate technical and organisational security measures to protect the personal data and User Content it holds against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access. Notwithstanding the foregoing, you acknowledge that no method of transmission over the internet or electronic storage is completely secure, and Kōda cannot guarantee absolute security.
Kōda's use of cookies and similar tracking technologies is governed by the Cookie Policy, available at kodatrade.co.uk/cookies.
Each party agrees to keep confidential all information disclosed by the other party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").
Confidential Information does not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was already known to the receiving party at the time of disclosure; (c) is rightfully received by the receiving party from a third party without restriction on disclosure; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.
Either party may disclose Confidential Information to the extent required by law, court order, or regulatory requirement, provided that the disclosing party gives the other party prompt written notice (to the extent legally permissible) and cooperates reasonably with any effort to seek a protective order or other appropriate relief.
You represent and warrant to Kōda, on the Effective Date and on each date you access or use the Service, that:
Kōda represents and warrants that: (a) it has the right, power, and authority to enter into this Agreement and to grant the rights and licences set out herein; and (b) the Service, as delivered by Kōda, does not infringe any Intellectual Property Rights of any third party to Kōda's actual knowledge.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE PLATFORM, AND ALL CONTENT, DATA, MATERIALS, AND FUNCTIONS MADE AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. KŌDA EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:
Nothing in this clause affects any statutory rights you may have as a consumer that cannot be excluded or restricted under applicable law. See clause 29.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL KŌDA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:
WHETHER ARISING OUT OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, EVEN IF KŌDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KŌDA'S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICE — WHETHER IN CONTRACT, TORT, BREACH OF STATUTORY DUTY, OR OTHERWISE — SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO KŌDA IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE; OR (B) £100 GBP.
Nothing in this Agreement shall limit or exclude Kōda's liability for: (a) death or personal injury caused by Kōda's negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under applicable law, including liability under the Consumer Rights Act 2015 (where applicable); or (d) any breach of the terms implied by section 12 of the Supply of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.
The limitations of liability set out in this clause 19 reflect the allocation of risk agreed between the parties and form an essential basis of the bargain between Kōda and you. Kōda would not have entered into this Agreement without these limitations.
You agree to defend, indemnify, and hold harmless Kōda and its officers, directors, employees, agents, licensors, and service providers (each an "Indemnified Party") from and against any and all claims, demands, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable legal fees and disbursements) incurred by any Indemnified Party arising out of or relating to:
Kōda will: (a) promptly notify you in writing of any claim for which it seeks indemnification; (b) give you sole control of the defence and settlement of the claim (provided that you may not settle any claim without Kōda's prior written consent if the settlement imposes any obligation on or adversely affects Kōda); and (c) provide reasonable cooperation in the defence of the claim at your expense. Kōda reserves the right, at its own expense, to assume exclusive control of the defence of any claim if it determines that doing so is in its best interest.
You may terminate this Agreement and close your Account at any time by: (a) navigating to Settings → Danger Zone → Delete My Account within the Platform; or (b) sending a written request to support@kodatrade.co.uk. Termination does not entitle you to a refund of any prepaid Subscription Fees, except as provided in clause 11.
Kōda may suspend your Account or restrict your access to some or all features of the Service, without prior notice, if Kōda reasonably believes that: (a) you are in breach or suspected breach of this Agreement; (b) your continued access poses a security risk to the Service or other users; (c) your Account has been compromised or is being used fraudulently; (d) you have failed to pay any Subscription Fees when due; or (e) suspension is required by applicable law or the order of a competent authority. Kōda will notify you of any suspension as soon as reasonably practicable and, where the cause is remediable, will give you a reasonable opportunity to remedy it.
Kōda may terminate this Agreement and your Account with immediate effect, without prior notice or liability, if: (a) you commit a material or persistent breach of this Agreement; (b) you engage in fraudulent, abusive, or seriously harmful conduct; (c) you submit false or misleading information to Kōda; (d) continuation of your Account poses a legal or regulatory risk to Kōda; or (e) Kōda discontinues the Service generally. Where Kōda terminates for reasons other than your breach, Kōda will provide you with 30 days' prior written notice and a pro-rata refund of any prepaid Subscription Fees.
Upon termination of your Account (whether by you or Kōda), Kōda will delete or anonymise your private User Content from its active databases within 30 days, subject to: (a) any legal obligation requiring retention; (b) legitimate backup and disaster-recovery retention periods not exceeding 90 days; and (c) any content that has been publicly shared and cached by other users' browsers or devices, which may persist for a period outside Kōda's control.
Upon termination of this Agreement for any reason, all licences and rights granted to you under this Agreement will immediately cease, and you must immediately stop accessing and using the Service.
The following clauses shall survive termination of this Agreement for any reason and remain in full force and effect: clause 1 (Definitions), clause 7.1 (User Content ownership), clause 7.6 (Aggregated data), clause 8 (Intellectual Property Rights), clause 12 (No Financial Advice), clause 16 (Confidentiality), clause 18 (Disclaimer of Warranties), clause 19 (Limitation of Liability), clause 20 (Indemnification), clause 22 (Effect of Termination), clause 24 (Feedback), clause 27 (Governing Law), clause 28 (Dispute Resolution), and clause 30 (General Provisions).
Termination of this Agreement does not affect any rights, obligations, or liabilities that have accrued prior to the date of termination.
Kōda reserves the right to add, modify, suspend, or discontinue any feature or component of the Service at any time. For material changes that materially reduce the functionality of the Service to your detriment, Kōda will provide at least 30 days' advance notice. For non-material changes, bug fixes, security updates, and feature additions, no advance notice is required.
Kōda may amend these Terms at any time. When Kōda makes material changes to these Terms, it will: (a) update the "Last Updated" date at the top of this document; (b) notify you by email to your registered email address at least 14 days before the changes take effect; and (c) display a prominent notice within the Platform.
Your continued access to or use of the Service after the effective date of any revised Terms constitutes your acceptance of those revised Terms. If you do not agree to the revised Terms, you must stop using the Service and may terminate your Account in accordance with clause 21.1 before the effective date of the changes.
If you give written notice of disagreement with a material change to these Terms before the effective date, and the disagreement cannot be resolved, either party may terminate this Agreement on written notice, and Kōda will refund any prepaid Subscription Fees for the unexpired portion of your current Subscription Period.
If you submit any ideas, suggestions, feedback, enhancement requests, recommendations, or other information regarding the Service to Kōda ("Feedback"), you hereby assign to Kōda, free of charge, all Intellectual Property Rights in and to such Feedback, and Kōda shall be free to use, disclose, reproduce, incorporate, and otherwise exploit any Feedback without restriction or compensation to you.
You acknowledge that Feedback is not confidential and that you have no expectation of privacy in relation to any Feedback you provide.
By using the Service, you consent to receive communications from Kōda in electronic form. Kōda may communicate with you by email to your registered email address or by posting notices within the Platform. You agree that all agreements, notices, disclosures, and other communications delivered electronically by Kōda satisfy any legal requirement that such communications be in writing.
All notices and communications from you to Kōda under or in connection with this Agreement must be in writing and sent by email to support@kodatrade.co.uk or by post to Koda Group Ltd, 232 Cradigan Road, 9 The Embankment, Leeds, LS6 1QL, United Kingdom. Notices sent by email are deemed received at the time of transmission, provided no delivery failure notification is received. Notices sent by post are deemed received three business days after posting.
You are responsible for ensuring that your registered email address is current and accurate. Kōda is not liable for any failure of communication arising from an incorrect or outdated email address on your Account.
Neither party shall be liable to the other for any delay in or failure to perform its obligations under this Agreement (other than a payment obligation) to the extent that such delay or failure is caused by a Force Majeure Event, provided that the affected party: (a) promptly notifies the other party of the Force Majeure Event and its expected duration; (b) uses commercially reasonable efforts to mitigate the effect of the Force Majeure Event; and (c) resumes performance as soon as reasonably practicable after the Force Majeure Event ceases.
"Force Majeure Event" means any event beyond a party's reasonable control, including acts of God, natural disasters, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil disorder, government action, changes in law, industrial action, power failures, or failures of third-party infrastructure or networks (including internet backbone failures).
If a Force Majeure Event continues for more than 60 days, either party may terminate this Agreement on 14 days' written notice to the other party, without liability, except that Kōda will refund any prepaid Subscription Fees for the unexpired portion of your current Subscription Period.
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter, or its formation shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.
Subject to clause 28 (Dispute Resolution), each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising out of or in connection with this Agreement.
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the Service, the parties agree first to attempt to resolve the matter informally. You must submit a written description of your complaint to Kōda at support@kodatrade.co.uk. Kōda will acknowledge receipt within 5 business days and endeavour to provide a substantive response within 15 business days. Both parties agree to negotiate in good faith for a period of 30 days from the date Kōda receives the complaint ("Negotiation Period") before initiating formal proceedings.
If a dispute cannot be resolved through the informal process in clause 28.1 within the Negotiation Period, either party may bring a claim before the courts of England and Wales in accordance with clause 27.2. Nothing in this clause prevents either party from seeking urgent interim relief from a court of competent jurisdiction where necessary to prevent irreparable harm.
Where you are a consumer, you may be entitled to use an alternative dispute resolution (ADR) scheme. Kōda is willing to engage with an approved ADR scheme where required by applicable law or where both parties agree in writing to do so.
If you are a consumer accessing the Service from the United Kingdom, nothing in this Agreement affects your statutory rights under UK consumer protection law, including: the Consumer Rights Act 2015; the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013; and the Unfair Terms in Consumer Contracts Regulations 1999. To the extent that any provision of this Agreement is inconsistent with your statutory rights, your statutory rights shall prevail.
If you are a consumer accessing the Service from the Republic of South Africa, nothing in this Agreement affects your statutory rights under South African consumer protection law, including the Consumer Protection Act 68 of 2008 and POPIA. To the extent that any provision of this Agreement is inconsistent with your statutory rights under applicable South African law, your statutory rights shall prevail.
If you are a consumer resident in a European Union member state, you may access the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr for the resolution of disputes arising from online contracts.
This Agreement, together with the Privacy Policy and Cookie Policy, constitutes the entire agreement between you and Kōda with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, negotiations, and understandings, whether oral or written, between the parties relating to the same subject matter.
If any provision of this Agreement is found by a court or other competent authority to be invalid, unlawful, or unenforceable in any respect, that provision shall be modified to the minimum extent necessary to make it valid, lawful, and enforceable. If modification is not possible, the provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.
No failure or delay by Kōda in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy. No single or partial exercise of any right or remedy shall preclude any other or further exercise of that right or remedy or the exercise of any other right or remedy. No waiver by Kōda shall be effective unless given in writing and signed by a duly authorised representative of Kōda.
You may not assign, transfer, charge, sub-contract, or otherwise deal in any way with any of your rights or obligations under this Agreement without Kōda's prior written consent. Kōda may assign or transfer its rights and obligations under this Agreement to any affiliate, successor entity, or acquirer in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets, without your consent, provided that Kōda notifies you of such assignment within a reasonable time. In such case, the assignee assumes all of Kōda's obligations under this Agreement.
This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer any rights, benefits, or remedies upon any other person or entity.
The relationship between Kōda and you is that of independent contracting parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.
The section headings and clause numbers in this Agreement are for convenience only and shall not affect the interpretation of any provision.
This Agreement is drafted in the English language. If it is translated into any other language, the English version shall prevail in the event of any conflict or ambiguity between the English version and the translated version.
This Agreement may be accepted electronically, including by clicking "I agree" or by continued use of the Service. Electronic acceptance is equally binding as a wet-ink signature.
If you have any questions, concerns, or complaints relating to this Agreement or the Service, please contact Kōda using the following details:
| support@kodatrade.co.uk | |
| Company | Koda Group Ltd · Company No. 17266832 · Registered in England and Wales |
| Post | Koda Group Ltd, 232 Cradigan Road, 9 The Embankment, Leeds, LS6 1QL, United Kingdom |
| Response time | We aim to respond to all enquiries within 5 business days |