Terms of use and services

1. KalphaTech and the scope of these terms

These terms apply to the public website and professional services of KalphaTech d.o.o., Zelenjak 50, 10000 Zagreb, Croatia, OIB 73948612072, company registry number (MBS) 081510084 (“KalphaTech”, “we”, “us” or “our”).

Our services include crystal structure determination, scientific analysis, expert review, consulting and other projects agreed with a customer. They may be delivered directly, without using Exsolidus^®, or through the Exsolidus platform.

“Customer” means the business, institution or individual acting in a professional capacity that contracts with us. A person accepting an agreement for an organization must have authority to bind it. “Order” means an accepted proposal, quotation, statement of work, order form or other written agreement identifying the services to be supplied.

The Exsolidus Terms of Use supplement these terms for platform access and its modules. They govern platform-specific matters, including evaluation access, subscriptions, modules, deployment and customer-data export. A project delivered outside Exsolidus does not require a platform subscription unless the Order says otherwise.

Our project services and Exsolidus are offered for business and professional purposes. Mandatory rights that apply to an individual acting as a consumer remain unaffected.

2. Forming an agreement and document priority

Website descriptions and general price information are invitations to discuss a service. A project agreement is formed when the parties accept an Order, including by signature or clear acceptance by authorized email, after these terms have been made available. Platform agreements may also be accepted through the registration or ordering process described in the Exsolidus Terms.

An Order identifies the work, deliverables, fees, timetable, customer responsibilities and any relevant assumptions. It may specify a fixed fee, a time-based fee or another agreed charging method. Work outside the agreed scope requires written agreement on its scope, fees and any effect on delivery dates.

The agreed documents apply in the following order where they conflict:

1. Mandatory law.
2. The applicable data-processing agreement, for processing personal data on the customer's behalf.
3. A separately signed agreement that expressly varies the relevant provisions, including an agreed deployment or Diffract training agreement.
4. The accepted Order.
5. The Exsolidus Terms, for platform-specific matters.
6. These general terms.

An existing confidentiality agreement continues to apply. The provision offering greater confidentiality protection prevails unless the parties expressly agree otherwise in writing.

An ordinary Order, purchase order, website submission or platform registration does not authorize publication of customer data or general model training. Any permitted exception must be separately and expressly agreed as described in section 10. Additional terms printed on a customer's purchase order apply only if we expressly accept them.

The Privacy Policy explains personal-data processing. Accepting these terms is not consent to processing that requires separate consent.

3. Using the public website

You may access the website and use its information for personal use and for evaluating our services for your organization. You may make reasonable internal copies for that purpose, preserving ownership and attribution notices.

Website materials belong to KalphaTech or the relevant rights holders. This permission does not authorize republication, resale, removal of notices, use of our branding to imply endorsement, or extraction of proprietary software or methods. Rights granted by applicable third-party licenses or mandatory law remain available.

You must not use the website unlawfully, introduce malicious code, attempt unauthorized access, interfere with its operation, impersonate others or collect personal information about other visitors without a lawful basis. Automated access must respect access restrictions and must not impair the service. Ordinary permitted search-engine indexing is not prohibited by this clause.

The website provides general information. It does not itself promise a scientific result, a particular service configuration or availability. Service commitments arise from the applicable agreement. We may update or withdraw public website content.

Links to other websites are provided for convenience. The operators of those websites are responsible for their own content and services.

Submitting an inquiry permits us to receive, review and use the supplied information to respond to that inquiry. It does not grant us publication or model-training rights. Confidential information supplied in connection with a prospective project is protected by section 9.

4. Project services and scientific work

We perform agreed work with professional skill, care and diligence and in accordance with the Order. We are responsible for personnel and subcontractors we appoint to perform our obligations.

The Order determines whether the engagement concerns automated analysis, human analysis, review of an existing solution, consulting, development or a combination of these activities. It also identifies any required data formats, instrumentation information, assumptions, deliverables and review stages.

Scientific work can produce inconclusive or negative findings. Unless expressly promised in the Order, we do not guarantee that a dataset will yield a unique or correct structure, a publication, a patent, a regulatory approval or a commercial outcome. This does not excuse failure to perform the agreed work with the required professional care.

Fees pay for the agreed work and deliverables, unless the Order expressly makes payment depend on a specified outcome. We will explain material limitations identified during the work and discuss any necessary change of scope.

Physical samples, laboratory work, installation and other activities requiring additional handling arrangements are included only where the Order identifies the work and the parties' responsibilities.

5. Customer responsibilities

The customer must provide the information and cooperation reasonably needed for the agreed work, including accurate descriptions of the material, data, instrumentation and intended purpose where relevant.

The customer must have authority to supply the data and instruct the agreed processing. It must identify relevant confidentiality, third-party license, export-control, safety or other restrictions before providing affected material. Neither party is required to perform work prohibited by applicable law.

The customer should supply relevant data and avoid unnecessary personal information. Processing of personal data on the customer's behalf requires the arrangements in section 11.

The customer must independently assess whether a scientific result is suitable for its intended use, including manufacturing, clinical or safety-critical decisions, regulatory submissions and patent filings. A review by KalphaTech covers only the scope commissioned; it is not a certification or approval for another purpose.

If missing or inaccurate information materially affects the work, we will notify the customer and agree any necessary adjustment. We will not charge for additional work without the required agreement.

6. Delivery, review and changes

Delivery dates and milestones are those stated in the Order. Where a date is an estimate, we identify it as such. We will notify the customer of a material delay and its expected effect.

The customer should review deliverables and promptly identify any departure from the agreed scope, with enough information for us to investigate. We will correct or repeat work that fails to meet the agreement within a reasonable time, at no additional charge. This does not remove remedies available under mandatory law.

A request for a different scientific approach, additional analysis or further expert review is a scope change unless included in the Order. Any additional charge must be agreed before that work starts.

Silence or continued use of a report does not waive a claim concerning a defect that could not reasonably have been identified earlier.

7. Fees and payment

The Order specifies fees, currency, payment milestones and any advance payment. Unless the Order states otherwise, invoices are payable within 30 calendar days of the invoice date. Applicable VAT and other transaction taxes are added where required.

We do not impose fees for a service described as free. Additional work, a paid extension or a conversion from a free evaluation requires the customer's agreement.

If the customer disputes an invoice in good faith, it must explain the disputed amount promptly and pay the undisputed part when due. The parties will work to resolve the dispute. A failure to notify a billing issue within an arbitrary short period does not extinguish statutory rights.

For overdue, undisputed payments, we may charge interest and recovery costs permitted by applicable law. Before suspending work for non-payment, we give at least 14 calendar days' written notice and an opportunity to pay. Suspension must be proportionate and does not remove confidentiality, security, data-return or mandatory switching obligations.

Payment terms for subscriptions, renewal and usage charges are governed by the applicable Exsolidus Terms and Order.

8. Customer data, deliverables and KalphaTech technology

“Customer Service Data” means scientific datasets and other project content supplied by or for the customer, customer-specific results and reports, and associated content metadata. It includes copies in support attachments, working files and processing or training-preparation files.

The customer retains its rights in supplied Customer Service Data. As between the parties, the customer owns any intellectual property rights arising in customer-specific results and deliverables upon payment of the applicable agreed fees. Where no fee applies, those rights belong to the customer when the results are supplied. This allocation does not imply that every scientific fact or result is capable of exclusive ownership.

KalphaTech and its licensors retain rights in pre-existing and independently developed software, models, algorithms, methods, tools, templates and other technology. Using a service does not transfer ownership of that technology.

Where KalphaTech technology is embedded in a paid-for deliverable, or one supplied without a fee, the customer receives a perpetual, worldwide, non-exclusive, royalty-free license to use that embedded material as necessary to use the deliverable for its research and business purposes. This does not permit extraction, resale or distribution of KalphaTech software or model weights as a separate product.

The customer may use and disclose its results for its own research and business purposes, subject to applicable law and identified third-party restrictions. Third-party components or data included in a deliverable must be identified with any relevant use conditions. We will not introduce a material restriction on the customer's agreed use without its acceptance.

Custom software development, assignment of additional intellectual property and ownership or licensing of a customer-specific Diffract model require an express written agreement.

9. Confidentiality

Each party must protect the other party's confidential information with reasonable care, at least equivalent to the care it uses for its own comparable information. Confidential information includes Customer Service Data, unpublished research, proprietary structures, technical information, business information and information identified as confidential or reasonably understood to be confidential.

The receiving party may use confidential information only to perform or administer the agreement, provide requested support, or exercise rights expressly permitted by the agreement. Access is limited to people and service providers who need it for that purpose and are bound by confidentiality obligations.

The confidentiality obligation does not cover information the receiving party can demonstrate:

• Became public without a breach of an obligation.
• Was lawfully known to it without restriction before disclosure.
• Was lawfully received from another source without a duty of confidentiality.
• Was independently developed without using the confidential information.

If disclosure is legally required, the receiving party discloses only what is required and, where permitted, gives advance notice and reasonable assistance with protective measures.

We do not publish Customer Service Data, deposit it in public databases, sell it, or disclose it to other customers. We obtain permission before using a customer's name, logo, data or results in publicity or case studies.

Confidentiality applies to free evaluations as well as paid services and continues after the agreement ends for as long as the information remains confidential.

10. Authorized access and model training

The customer authorizes KalphaTech to access, process and copy Customer Service Data only as needed to deliver the agreed service, maintain its security, investigate a specific operational or compliance issue, carry out necessary service audits, or provide support requested or authorized by the customer.

Human access may include reviewing input data, assessing an automated structure solution, correcting an analysis or preparing an expert opinion where the customer has requested that work. Human scientific review is not automatically included in an automated service. Its scope and any additional fees must be agreed.

Access must be proportionate to the task. An audit purpose does not authorize unrelated research, commercial reuse, publication or model training.

We do not use Customer Service Data to train, fine-tune, validate, benchmark or improve models for our general use or for other customers. This restriction includes raw data, customer-specific results, metadata and versions made aggregated, anonymized or de-identified. It does not prevent running an existing model to perform the customer's requested analysis.

Customer-specific instrument training for Diffract requires a separate agreement signed by authorized representatives of both parties before training starts. That agreement must identify the data, permitted training and validation, intended instrument and use, model ownership or license, access, maintenance, retention and deletion. It does not authorize use for other customers or publication.

Deleting training files does not by itself reverse completed training or remove a model already delivered to the customer. The model agreement must address retained model copies and termination. Applicable personal-data rights remain unaffected.

11. Personal data and security

Our Privacy Policy describes our processing of contact, account, billing and other personal data for our own purposes.

Where we process personal data in Customer Service Data on the customer's behalf, an appropriate data-processing agreement must be in place before that processing starts. It governs documented instructions, security, subprocessors, assistance, breach notification, international transfers and return or deletion.

We apply technical and organizational measures appropriate to the information, the service and the risks. Authorized access and provider arrangements must support our confidentiality and data-use commitments.

We notify the customer without undue delay after becoming aware of a security incident compromising its Customer Service Data, provide information reasonably available to us and cooperate in addressing the incident. Any specific legal or agreed notification requirements also apply.

12. Retention, deletion and backups

We keep Customer Service Data for the agreed work and the agreed period of access to its results. The Order may specify a longer archive or maintenance service.

Unless otherwise agreed, for a project delivered outside Exsolidus we provide 30 calendar days after notice of completion or termination for the customer to retrieve its data and deliverables. After that period, we delete Customer Service Data unless continued storage is agreed or legally required. The same two-business-day active-deletion deadline described below runs from the end of that retrieval period. Exsolidus access, retrieval and switching periods are governed by its separate terms.

An authorized customer representative may instruct us to delete specified Customer Service Data earlier. We verify the instruction where reasonably necessary and delete the affected data from active systems without undue delay and no later than two business days after receiving the verified instruction. Business days are Monday to Friday, excluding public holidays in Croatia.

Remaining copies in backups held by us or on our behalf are permanently deleted within seven calendar days after active-system deletion. They are isolated from ordinary use during that interval. If a backup is restored, the deletion instruction is reapplied before affected data return to operational use, and restoration does not restart the seven-day period. We confirm the active-deletion date and backup-erasure deadline.

This rule covers duplicates and content metadata within Customer Service Data. We do not retain an anonymized or aggregated substitute to avoid an instruction to delete that content.

Separate invoices, tax records, contract records, deletion records and minimum evidence necessary for a specific legal claim follow their own lawful retention periods. This does not authorize continued operational or training use of deleted Customer Service Data. If law requires retention of particular Customer Service Data, we retain only the required material, restrict its use and explain the category and reason unless prohibited by law. A data-processing agreement's mandatory return or deletion requirements remain applicable.

For infrastructure controlled by the customer, the customer manages its own copies and backups. Our deletion obligations still apply to copies held by KalphaTech or its providers, including support copies. Retention and deletion of commissioned customer-specific model artifacts are expressly addressed in the separate signed agreement. Source and training files, including preparation copies, remain subject to the customer-data deletion deadlines. This distinction does not limit applicable personal-data rights.

13. Suspension and termination

Either party may terminate an Order for a material breach that the other party fails to remedy within 30 calendar days after written notice identifying the breach. If the breach cannot be remedied, termination may take effect on notice.

We may suspend the affected work or access immediately where reasonably necessary to prevent an urgent security risk, unlawful activity or material harm, or where legally required. We limit the suspension to what is necessary, give notice and reasons where permitted, and restore access when the grounds are resolved.

Project cancellation for convenience and any cancellation fees must be addressed in the Order. If they are not, applicable law governs cancellation and payment for work already performed; this clause creates no automatic forfeiture of all prepaid fees.

Where an Order ends because of our uncured material breach, or we discontinue agreed paid work without customer fault, we refund prepaid fees attributable to work not supplied. Other accrued rights remain available.

Termination does not transfer ownership of customer data to us. Confidentiality, data-use restrictions, accrued payment obligations, agreed deliverable rights and provisions intended to survive continue to apply. Data return and deletion follow section 12 and any applicable Exsolidus or data-processing terms.

14. Responsibility and liability

Each party is responsible for its breaches of the agreement, subject to this section. Scientific uncertainty and the customer's obligation to verify intended uses do not release KalphaTech from its agreed duties of professional care, confidentiality, security or lawful processing.

To the extent permitted by law, neither party is liable to the other for indirect or consequential losses. Reasonable costs of recovering or restoring customer data lost through a breach are not excluded merely because they concern data.

Unless a separately agreed liability arrangement applies, each party's aggregate liability arising from an affected Order is limited to the greater of EUR 1,000 and:

• For a finite project or fixed-term platform license, the total fees paid or payable for that project or agreed license term.
• For a service expressly agreed on an ongoing recurring basis, the fees paid or payable for that service during the 12 months immediately preceding the first event giving rise to the claim.

For free services or website use without an Order, the default aggregate limit is EUR 1,000. Related claims arising from the same cause are treated together. Claims relating to the same loss cannot be recovered more than once under different documents. The cap does not release the customer from paying agreed fees or KalphaTech from making a refund expressly due under the agreement.

No exclusion or limitation applies to intent, gross negligence, fraud, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited. These contractual limits do not bind regulators or remove statutory rights of individuals or other third parties.

Nothing in this section permits a limitation that is invalid under mandatory law, including an impermissibly disproportionate cap.

15. Changes, assignment and events outside control

Updates to these general terms apply to new agreements from their stated date. They do not retrospectively change an accepted Order. Changes to an existing agreement require the parties' agreement, except for changes strictly required by law or a valid change procedure expressly agreed in the applicable Exsolidus Terms.

Neither party may transfer an agreement without the other's written consent, not to be unreasonably withheld. Permitted subcontracting does not transfer responsibility for performance.

A party affected by an event outside its reasonable control must notify the other promptly, take reasonable steps to reduce its effects and resume performance. Confidentiality, protection of data and payment for services already supplied continue to apply. Mandatory termination and refund rights remain unaffected.

If a provision is invalid, the remainder continues to the extent it can operate lawfully. A failure to enforce a provision immediately is not a waiver.

16. Governing law and contact

The agreement is governed by Croatian law. Business disputes fall within the jurisdiction of the competent courts in Zagreb, Croatia. Mandatory rules on applicable law, jurisdiction and consumer protection remain unaffected.

Before proceedings, the parties will try in good faith to resolve a dispute through their designated contacts. This does not prevent urgent protective measures or suspend a statutory deadline. No contractual one-year limit is imposed on bringing claims.

KalphaTech d.o.o.
Zelenjak 50, 10000 Zagreb, Croatia

General and service inquiries: info@kalphatech.com
Legal notices: legal@kalphatech.com
Privacy: privacy@kalphatech.com
Data Protection Officer: dpo@kalphatech.com
Website: www.kalphatech.com (opens in a new tab)