Legal Center

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and Keplor Limited ("Keplor", "we", "our", or "us"), a company registered in England and Wales with its registered address at 20 Eastbourne Terrace, London W2 6LG. These Terms govern your access to and use of the Keplor platform, website (keplor.io), application programming interfaces ("APIs"), and all related services, features, content, and applications (collectively, the "Services").

By creating an account, accessing, or using any part of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.

The Services are intended for use by professional and institutional users in the infrastructure, energy, and financial sectors. By using our Services, you represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity and authority to enter into these Terms
• Your use of the Services complies with all applicable laws and regulations
• If acting on behalf of an organisation, you are duly authorised to bind that organisation

Certain aspects of the Services may be subject to additional terms, including Enterprise Subscription Agreements, Data Processing Agreements, API Terms of Use, and Service Level Agreements. In the event of a conflict between these Terms and any additional agreement, the additional agreement shall prevail to the extent of the inconsistency.

• "Account" means the registered account you create to access the Services.
• "Authorised User" means any individual authorised by the Customer to access and use the Services under the Customer's subscription.
• "Confidential Information" means any non-public information disclosed by one party to the other in connection with these Terms, including business plans, technical data, financial information, and Customer Data.
• "Customer Data" means all data, content, documents, files, communications, and materials that you or your Authorised Users upload, submit, transmit, or otherwise make available through the Services.
• "Intelligent Outputs" means any analytics, reports, summaries, recommendations, or other outputs generated by the Services using artificial intelligence, machine learning, or other computational methods.
• "Services" means the Keplor platform, website, APIs, and all related features, tools, integrations, and applications provided by Keplor.
• "Subscription" means the paid plan under which you access the Services.
• "Third-Party Integration" means any third-party service, application, or platform that may be connected to the Services at your election.

Keplor is an intelligent deal advisory and development platform for renewable project finance and infrastructure. The Services provide tools for project analysis, deal management, due diligence, financial modelling support, document processing, and collaboration, designed for institutional investors, fund managers, project developers, sponsors, and other professional participants.

The Services include intelligent features that leverage artificial intelligence and computational analysis to generate Intelligent Outputs. You acknowledge and agree that:

• Intelligent Outputs are decision-support tools. Their accuracy depends on the quality and completeness of the inputs provided.
• Automated Intelligent Outputs should be independently verified before being relied upon for any investment, financial, legal, tax, or business decision.
• Keplor makes no representation or warranty that automated Intelligent Outputs will be error-free, complete, or suitable for any particular purpose.

In addition to automated platform features, Keplor provides professional capital markets advisory services governed by a separate Advisory Engagement Agreement.

The Services may allow you to connect Third-Party Integrations. You are solely responsible for your use of and compliance with the terms of any Third-Party Integration. You may disconnect any Third-Party Integration at any time through your account settings.

To access the Services, you must create an Account by providing accurate, current, and complete registration information. You agree to update your registration information promptly to keep it accurate.

You are responsible for maintaining the confidentiality and security of your Account credentials. You agree to:

• Use strong, unique authentication credentials
• Enable multi-factor authentication where available
• Not share your Account credentials with any third party
• Immediately notify Keplor at security@keplor.io of any unauthorised access
• Accept responsibility for all activities under your Account

You may use the Services solely for lawful business purposes in accordance with these Terms. You agree not to:

• Use the Services for any unlawful purpose
• Upload content that infringes Intellectual Property Rights of any third party
• Attempt to gain unauthorised access to any part of the Services
• Reverse engineer, decompile, or disassemble the Services
• Use the Services to develop a competing product or service
• Interfere with the integrity, performance, or availability of the Services
• Sublicense, resell, rent, or lease access to the Services
• Upload viruses, malware, or other harmful code
• Circumvent usage limits, access controls, or security measures

Keplor reserves the right to investigate suspected violations and to suspend or terminate your access to the Services.

Access to the Services requires a paid Subscription. Keplor offers various subscription plans with defined features, usage limits, and pricing. Enterprise Plans are governed by separate Enterprise Subscription Agreements.

You agree to pay all fees associated with your Subscription. Unless otherwise specified:

• Fees are quoted and payable in the currency specified in your order form
• Subscription fees are billed in advance on a monthly or annual basis
• All fees are exclusive of applicable taxes (including VAT)
• Fees are non-refundable except as expressly stated in these Terms

Keplor may adjust subscription pricing with at least 60 days' written notice. Price changes take effect at the start of your next renewal period.

Keplor and its licensors retain all right, title, and interest in the Services, including all software, algorithms, models, interfaces, designs, documentation, and trademarks. These Terms do not grant you any ownership interest in the Services.

You retain all right, title, and interest in your Customer Data. By uploading Customer Data, you grant Keplor a non-exclusive, worldwide, royalty-free licence to host, store, process, display, and transmit Customer Data solely for providing the Services.

Intelligent Outputs generated using your Customer Data are owned by you, subject to Keplor retaining rights in the underlying algorithms, models, and technology. Keplor may use anonymised and aggregated data to improve the Services and generate industry benchmarks.

Each party agrees to treat the other party's Confidential Information with at least the same degree of care as it treats its own confidential information, and in no event with less than reasonable care.

Keplor treats all Customer Data as Confidential Information. Keplor shall not access, use, or disclose Customer Data except as necessary to provide and support the Services, comply with applicable law, or as otherwise authorised by you.

Confidentiality obligations survive for three (3) years following termination, or for as long as the information remains confidential, whichever is longer.

Our collection and use of personal data is governed by our Privacy Policy, incorporated by reference into these Terms.

Keplor implements appropriate technical and organisational measures to protect Customer Data, including:

• Encryption at rest (AES-256) and in transit (TLS 1.2+)
• Row-Level Security ensuring logical data segregation
• Role-based access controls and multi-factor authentication
• Regular security assessments and vulnerability testing
• Comprehensive audit logging and monitoring

In the event of a personal data breach, Keplor will notify the Customer without undue delay and in any event within 72 hours of becoming aware of the breach.

Keplor shall use commercially reasonable efforts to maintain availability at 99.5% uptime, measured monthly, excluding scheduled maintenance and circumstances beyond our control.

We will provide at least 48 hours' advance notice of planned maintenance and endeavour to schedule it during low-usage periods.

Enterprise Plan customers may be entitled to service credits for downtime exceeding the availability target, as specified in their Enterprise Subscription Agreement.

Keplor warrants that the Services will perform materially in accordance with the Documentation during your Subscription, that Keplor will provide the Services with reasonable skill and care, and that the Services will comply with all applicable laws in all material respects.

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KEPLOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

Keplor provides both automated platform functionality and professional advisory services. Automated Intelligent Outputs are decision-support tools and do not constitute professional advice. Professional advisory services are governed by separate Advisory Engagement Agreements.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY.

THE AGGREGATE LIABILITY OF EACH PARTY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, or any other liability which cannot be limited by applicable law.

Keplor shall defend, indemnify, and hold harmless the Customer from third-party claims alleging that the Services infringe Intellectual Property Rights, conditional upon prompt notice, sole control of the defence, and reasonable cooperation from the Customer.

You shall defend, indemnify, and hold harmless Keplor from third-party claims arising from your breach of these Terms, Customer Data, your use of Third-Party Integrations, or any claim that Customer Data infringes third-party rights.

These Terms continue for the duration of your Subscription. Subscriptions automatically renew unless either party provides 30 days' written notice of non-renewal.

Either party may terminate immediately if the other party commits a material breach not cured within 30 days, becomes insolvent, or ceases carrying on business.

Upon termination, Keplor will make Customer Data available for export for 30 days. After this period, Customer Data will be securely deleted.

The parties shall first attempt in good faith to resolve any dispute through direct negotiation within 30 days.

Disputes not resolved through negotiation shall be settled by arbitration under the London Court of International Arbitration (LCIA) Rules, with the seat in London, United Kingdom. The decision of the arbitral tribunal shall be final and binding.

Nothing prevents either party from seeking interim or injunctive relief from the courts of England and Wales where necessary to prevent irreparable harm.

These Terms are governed by the laws of England and Wales.

These Terms, together with the Privacy Policy and any applicable order form, constitute the entire agreement between you and Keplor.

Keplor may modify these Terms with at least 30 days' written notice of material changes. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms.

You may not assign these Terms without Keplor's prior written consent. Keplor may assign these Terms in connection with a merger, acquisition, or sale of assets.

If you have any questions about these Terms, please contact us:

Keplor Limited
20 Eastbourne Terrace
London W2 6LG
United Kingdom
Email: legal@keplor.io