Kolis, portfolio reporting for private equity. This document is also the end user licence agreement for the software.
These terms are between Omar Husseini ("we", "us"), and the fund or firm that subscribes to the service (the "Customer"). By subscribing, or by using the service, the Customer accepts these terms.
The Customer gives access to Authorised Users: its own staff, the finance staff of its portfolio companies, and its investors. The Customer is responsible for its Authorised Users' compliance with these terms and for the accuracy of anything they submit.
A reporting platform that collects financial information from portfolio companies, standardises it, and presents it to the fund and to its investors. Three kinds of account exist, and each sees a different slice:
| Role | Sees |
|---|---|
| Portfolio company | Its own company only. No fund-level data at all. |
| Fund partner | Every company in its own fund. Never another fund. |
| Investor | Fund-level headline figures. Never a portfolio company's internal working capital detail. |
For as long as the subscription is current and the fees are paid, we grant the Customer a non-exclusive, non-transferable, revocable right for its Authorised Users to use the service for its own internal business purposes.
The Customer shall not, and shall not permit anyone else to: copy, modify, decompile or reverse engineer the software; resell, sublicense or provide it as a service to a third party; use it to build a competing product; remove any proprietary notice; probe or test its security without our prior written consent; or use automated means to extract data at a scale or rate that degrades it for others.
Nothing in this agreement transfers ownership of the software. All intellectual property in the service, including everything we develop in the course of providing it, remains ours.
The Customer owns its data. Financial figures, uploaded documents, and everything derived from them remain the Customer's property, or its portfolio companies', as between the Customer and us.
The Customer grants us only the licence needed to host, process and display that data in order to provide the service, and for no other purpose. Specifically:
The Customer warrants that it is entitled to put the data into the service, including in respect of its portfolio companies, and that doing so does not breach any obligation it owes them.
A filed quarter cannot be deleted or rewritten, by the Customer, by a portfolio company, or by us through the application. A correction is filed as a new record that supersedes the previous one; a filing made in error can be withdrawn from the current figures but remains on the record. This is a deliberate feature of a financial reporting system, not a limitation. Deletion of the entire record happens only on termination, under section 12.
The service uses a third-party language model to extract figures from uploaded documents and to answer questions about figures the user is already permitted to see. Section 4 of the Privacy Policy describes what is sent where.
Generated output can be wrong. Extracted figures must be reviewed before they are relied on, and the service is designed so that a value the source document does not state is shown as absent rather than as zero. Answers produced by the assistant are a convenience, not a substitute for reading the underlying figures. We give no warranty as to the accuracy of any generated output, and the Customer must not rely on it without review.
Where the Customer connects an accounting system, that connection is made at the Customer's instruction and using the Customer's own credentials for that system.
QuickBooks and the Intuit platform are provided by Intuit Inc., not by us. The Customer's use of QuickBooks is governed by its own agreement with Intuit. We are not responsible for the availability, accuracy or continuation of any third-party service, and a change made by such a provider may require us to change or withdraw a feature.
We aim to keep the service available during business hours and to respond to support requests promptly, but no service level is guaranteed unless separately agreed in writing. Planned maintenance will be notified in advance where practicable. We may suspend access without notice where necessary to protect the security or integrity of the service, and will restore it as soon as it is safe to do so.
Fees, billing frequency and any pilot terms are as set out in the order or pilot agreement between the parties. Unless stated otherwise there, fees are exclusive of any applicable taxes, invoices are payable within 30 days, and fees paid are not refundable except where these terms expressly say so.
Each party shall keep the other's confidential information confidential, use it only for the purposes of this agreement, and disclose it only to those who need it and are bound by equivalent obligations. This does not apply to information that is public through no fault of the receiving party, was already lawfully known to it, or is independently developed without reference to the other's information. Disclosure required by law is permitted, with prompt notice where lawfully possible.
The agreement runs for the subscription term and renews unless either party gives notice. Either party may terminate on 30 days' written notice, or immediately on the other's material breach that is not remedied within 14 days of notice of it.
On termination the Customer may export its data for 30 days. After that, and in any event within 60 days of termination, we delete it, other than what we are required to retain by law. Deletion at this point removes the whole record, including superseded and withdrawn filings.
We warrant that we will provide the service with reasonable skill and care. Beyond that, and to the fullest extent the law allows, the service is provided as is and we exclude all other warranties, express or implied, including as to merchantability, fitness for a particular purpose, uninterrupted availability, and the accuracy or completeness of any data or generated output.
Neither party excludes liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded.
Subject to that: neither party is liable for indirect or consequential loss, loss of profit, loss of business, loss of anticipated savings, or loss of goodwill, however arising. Our total liability in connection with this agreement is limited to the fees paid by the Customer in the twelve months before the event giving rise to the claim, or, where no fees have been paid, to USD 1,000.
The Customer is responsible for keeping its own records of the data it puts into the service, and our liability does not extend to loss the Customer could have avoided by doing so.
The Customer shall indemnify us against claims arising from data it or its Authorised Users put into the service, where the claim is that it should not have been put there.
This agreement and any dispute arising out of it are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.