Terms of Service

Introduction

These Terms of Service (Terms)  relate to all access to the Kota smartphone application or website (Application) and/or the Kota website (www.kota.io) (Website), (together the Platform)

You are granted a non-exclusive, limited and revocable licence to use and access the Platform.

Our Agreement with you

These Terms should be read in conjunction with the following documents, where relevant:

• Our Regulatory Information (such as our EU and UK Terms of Business documents)
• Our Schedule of Fees and Charges
• Our Privacy Policy
• Our Cookie Policy

All of these documents are communicated to you before you proceed with our services and can also be found on our website.

By accessing and using and interacting with the Platform you confirm that you have read, understand and agree to comply with  these Terms. If you do not agree with these Terms, you must immediately stop using the Platform.

These Terms are a binding contract between you and us.

If you are signing-up for, accessing, or using the Platform on the behalf of a user or employer, you confirm that you have the legal authority to bind them to these Terms.

You agree that we may change, update or otherwise amend the Platform and these Terms at our absolute discretion.

Definitions

• “we”, “us” and “our” refer to Kota
• “you” and “your” and “Customer”  and “user”  “organisation” is  the Employer or Employee or any user of the Platform
• Partner generally refers to our Insurance or Pension Partners

Platform

1. We provide the Platform for Employee Benefits services.
2. We do not accept any responsibility or legal liability whatsoever for any act or omission of the Partner or the Customer.
3. The Partner may enforce additional terms on the Customer.
4. You shall be fully responsible for any tax and other liability, deduction, contribution, assessment or claim arising from or made in connection with use of the Platform.
5. You shall indemnify us against all reasonable costs and expenses and any tax, penalty, fine or interest incurred or payable in connection with or in consequence of any such liability, deduction, contribution, assessment or claim, other than where such liability, deduction, contribution, assessment or claim arises out of our negligence or wilful default.
6. You must cooperate with us and comply with all reasonable requirements, including information and documents relating to use of the Platform.

Cards

Kota may provide access to a card, known as “Kota Spend”, issued and operated by Stripe

For UK users:

Cards are issued by Stripe Payments UK Limited, which is an electronic money institution authorized by the Financial Conduct Authority (firm reference number: 900461) for the issuing of electronic money. Cards are issued under the Visa card scheme pursuant to a license from Visa Europe Limited.

For European users:

Cards are issued by Stripe Technology Europe Limited, an electronic money institution authorized by the Central Bank of Ireland (firm reference number: C187865). Cards are issued under the Visa card scheme pursuant to a license from Visa Europe Limited.

Kota Spend is designed to facilitate eligible employee benefit spending, such as wellness or flexible benefits, as permitted under your employer’s benefit policy.

Issuance and Regulation

• The card is issued by Stripe, who is responsible for its regulatory and compliance obligations as a regulated e-money and payment services provider.
• Kota is not the issuer of the card, does not hold client money, and is not authorised as a payments or e-money institution.
• Kota acts solely as an unregulated service provider in this context, offering the Platform through which you may access the card and associated services.
• All account management, and transaction processing are handled by Stripe, under its own regulatory framework and terms.

Your Relationship with Stripe

• By using the Kota Spend card, you agree to the Stripe Issuer Terms and any other related policies that govern the card’s use.
• UK User Agreement: https://stripe.com/gb/legal/ssa
• European User Agreement: https://stripe.com/ie/legal/ssa
• Kota facilitates your access to the Kota Spend but does not at any point:
  • Hold, control, or manage funds;
  • Execute payments or authorise transactions;
  • Provide payment or e-money services.

Employers and users must comply with all applicable Stripe terms, including anti-fraud and anti-money laundering requirements. Kota may share relevant account and usage data with Stripe for fraud monitoring and compliance purposes.

Kota provides the software services enabling you to view, manage, and use your allocated benefits balance in connection with the Kota Spend.

Accounts and Security

1. In order to access the Platform you will need to create an account and register a profile on the Platform. You must provide a valid login name and a password (Account Information).
2. You may also be able to create your Account by providing access via a third party account (such as Google), in which case you consent to our access to the third party account and your access to the Platform remains subject to compliance with the terms and conditions of the third party account and applicable privacy settings.
3. Your Account will become active when you follow the email link to activate your Account.
4. It is your responsibility to keep your Account Information secure and you agree:
   1. not to give out your email with your Account Information;
   2. not to use another person’s Account or share their Account Information;
   3. to take all measures to prevent a third party from accessing your Account, even without your knowledge;
   4. not to give access to your Account to a third party;
   5. not to loan, share, exchange, donate, purchase, transfer and sell any Account (which action is fully prohibited and will not be enforceable against us); and
   6. to use a personal or professional email address to create an account and not share this account information with any third party.
5. You are solely responsible for the use, security and confidentiality of your Account, irrespective of who is using it, whether with or without your permission. You indemnify us for any loss or damage we suffer as a result of unauthorised access to your Account.
6. All Organisations should ensure that access to their Account is monitored and reviewed regularly and users who no longer need access are removed immediately in order to protect personal and confidential information.

Where the Platform provides access to a Kota Spend issued by Stripe, you (and, where applicable, your organisation) are responsible for ensuring that access to card functionality and funds is strictly limited to authorised users.

Employers and administrators must ensure that only eligible employees may access or use the card. Each user must take reasonable steps to prevent misuse, loss, or theft of any card details, credentials, or login information.

Kota and Stripe rely on the accuracy of the information and user permissions configured by your organisation. We accept no responsibility for losses, unauthorised spending, or fraud resulting from:

• Misuse of the card or Platform by employers, employees, or third parties;
• Failure by an organisation to properly manage or restrict access; or
• Any fraudulent or unauthorised activity carried out under your account or by your representatives.

If you suspect unauthorised use or fraud, you must immediately notify both Stripe and Kota via the contact details provided in your account.

Profiles and Information

1. You acknowledge that the Partners and Kota rely on the accuracy and completeness of all information provided during the registration process, completing your Profile and updating on the Platform. You shall be responsible for keeping your Account details and Profile up to date.
2. You warrant and represent that all information provided to us is accurate, complete and not misleading and remains so. You must notify us of any change to such information.

Where relevant, you provide us with any additions, changes and cancellations of insured persons or members (employees). Kota will take the required actions on a reasonable timeframe and as communicated to you.

Your duties

You agree to:

• be of legal age to enter into a contract
• provide us with required Profile information;
• provide us all material information required by the provider
• Provide us with any relevant updates which may affect your cover

Payments

For Insurance and Pension, the following applies

• Payments will generally be collected on 10th of each calendar month, with the exception of UK services, which will be  collected on 1st of each calendar monthIf you wish to change your payment details, you can do so by via the “Billing” section of the Kota platform
• If you policy is cancelled, your direct debit will remain active to collect any monies owed

For Kota Spend

• Funding allocations are determined by the employer and processed via Stripe.
• Kota does not control or process these funds directly.
• Refunds, chargebacks, or payment reversals relating to the card are governed by Stripe’s policies.

Schedule of Fees and Charges

Kota sets out our Schedule of fees and charges on our website. We reserve the right to update these at any time.

Payment Defaults

Kota will enforce cancellation proceedings if you default on payments and will follow the below process:

• Kota will attempt to contact you and receive the missed payments.
• If the payment has not been made after Kota has contacted you,, Kota will contact the Insurance provider and your insurance policy may be cancelled
• Your access to the Platform may be revoked
• Kota reserves the right to levy additional charges for missed payments. These charges can be found in the Schedule of fees and charges

Cancellations

Kota will enforce cancellation of a policy due to, but not limited to, non-payment, non-disclosure, provision of incorrect information where the necessary documentation was not submitted within a required timeframe by the policyholder

Either party may, at any time, cancel the policy or services that Kota provides. If you wish to cancel your policy or other services, you must let us know immediately.

Please note you may be charged the full amount of government levies or taxes that the Provider becomes liable for in respect of your policy.

Refunds

The Kota Platform fee is non-refundable

If you are due a return of premium or fees or charges, we will communicate to you the timelines accordingly. We will refund you through the original method of payment.

Platform availability

1. You acknowledge that we are not required to keep the Platform available for your use and we make no warranties as to its availability or that the Platform will operate continuously or error-free.
2. We accept no responsibility for the unavailability of this Platform, or any interruption or malfunction for any reason whatsoever (including failures of our Internet provider or web hosting service provider, third party intrusions or force majeure) and you agree that we are not liable for any loss or damage that you or any other person incurs by not being able to access the Platform.
3. We make no guarantees, implied or express, as to the ongoing availability of the Platform or Services.

Intellectual Property

1. All content on the Platform is our copyright and property and can be used for any purpose relating to the Platform or our business. Without our express written permission, you shall not copy the Platform for your own commercial purposes, including:

• replicate or use the details and profiles of any Customer or Partner;
• replicate all or part of the Services or Platform in anyway;
• use any “deep-link”, “robot”, “spider”, “page-scrape” or other automatic device, programme, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform, Profiles or any content, nor in any way reproduce or circumvent the navigational structure or presentation of same, nor obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform; and
• incorporate all or part of the Platform in any other webpage, website, platform, application or other digital or non-digital format.

All content remains our Intellectual Property, including (without limitation) any source code,    product recipes, usage data, ideas, enhancements, feature requests, suggestions or other information provided by the Partner or any Customer.

Liability

To the extent permitted by law, Kota provides our Service and content on an "as-is" and "as available" basis and we make no representation or warranty of any kind, express or implied, regarding the content or availability of our Service, or that it will be timely or error-free or that defects will be corrected. Subject as provided below, neither Kota nor any Partner shall have any liability to you for any direct, indirect, special or consequential losses or damages arising in contract, tort (including negligence) or otherwise arising from your use of or your inability to use our Services. This does not include or limit in any way Kota or any Partner liability for any matter for which it would be illegal for us or it to exclude, or attempt to exclude, our or its liability, including liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.

Additional Liability for Kota Spend:

Kota makes no representations or warranties regarding the availability, accuracy, or operation of the card, which is issued and managed by Stripe.

Kota shall not be liable for any direct or indirect losses or damages arising from or related to the operation of the card, including delays, declined transactions, or service outages.

Kota shall not be liable for any losses arising from unauthorised or fraudulent use of a card, including where such use occurs as a result of mismanagement or misuse by an employer, employee, organisation, administrator, or user.

Organisations are solely responsible for internal access controls, spending limits, and card distribution. Kota may, at its discretion, suspend or disable access to card functionality if we suspect fraudulent, abusive, or unlawful activity.

Privacy Policy and Cookie Policy

1. You accept our Privacy Policy and Cookie Policy and agree that you will not do anything that shall compromise our compliance with the Privacy Policy and Cookie Policy nor do anything contrary to the Privacy Policy or Cookie Policy insofar as your use of the Platform is concerned.
2. We may amend the Privacy Policy and Cookie Policy without notice and at our absolute discretion, and by continuing to use the Platform you accept such changes.

Third Party Services

1. The Platform may contain information and advertising from third-party businesses, people and websites (Third Parties). You consent to receiving this information as part of your use of the Platform.
2. We are not responsible for any information transmitted by Third Parties or liable for any reliance you make upon the services provided by, information or statements conveyed by Third Parties (or in relation to your dealings with Third Parties), nor are we responsible for the accuracy of any advertisements. This is described in more detail in our privacy policy.
3. These third parties operate under their own terms and regulatory frameworks;
4. Kota is not responsible for their actions, omissions, or services;
5. Use of such services is entirely at your own discretion and subject to their own terms.

Ireland Pension Services

Effective: March 2026‍

Purpose and Scope

This Pension Services Addendum (“Addendum”) supplements and forms part of the Kota Terms of Service (“Terms”). It applies to all Customers using the Platform in connection with occupational pension scheme (“OPS”) administration and, specifically, with maintaining OPS exemption from enrolment in MyFutureFund (“MFF”) under the Automatic Enrolment Retirement Savings System Act 2024 (the “Act”) and associated regulations, including the Section 52 Regulations signed December 2025 (“Section 52 Regulations”).

In the event of any conflict between this Addendum and the Terms in relation to pension services, this Addendum shall prevail.

Capitalised terms not defined in this Addendum have the meanings given to them in the Terms.

Role of Kota — Calculation and File Generation Only

1. Kota provides a software platform that: (a) calculates employer and employee pension contribution amounts based on data provided by the Customer; and (b) generates payroll contribution files for the Customer to incorporate into their payroll submissions to Revenue as set out in the Act.
2. Kota does not directly submit any data to the Office of the Revenue Commissioners (“Revenue”) or to the National Automatic Enrolment Retirement Savings Authority (“NAERSA”). Kota is not a payroll processor and does not operate as one.
3. Whether an employment is treated as exempt from MFF enrolment is determined by NAERSA based on Revenue payroll data submitted by the Customer (or their payroll provider). Kota’s calculations and file outputs do not themselves constitute a Revenue submission and do not establish or guarantee OPS exemption status. Kota’s calculations and file outputs are based solely on the information provided by the Customer, who shall ensure all relevant information is correct and up to date.
4. Kota makes no representation and gives no warranty that use of the Platform will result in OPS exemption from MFF for any employee or group of employees. OPS exemption is determined by NAERSA as detailed above and is outside Kota’s control.

Customer Obligations

Payroll Submission Responsibility

5. The Customer is solely responsible for incorporating Kota’s payroll contribution files into (i) the Customer’s payroll software and (ii) the Customer’s Revenue submissions, accurately and on time and in order to comply with the Act.
6. It is the Customer’s responsibility to ensure that each payroll submission to Revenue reflects the correct OPS contribution amounts generated by the Platform for that period. If a Customer submits a payroll return to Revenue without including the pension contributions as set out in Kota’s payroll file, Kota bears no responsibility for any resulting failure of OPS exemption, NAERSA enforcement action, or automatic enrolment in MFF or any non-compliance with the Act.
7. It is the Customer’s responsibility to incorporate any Supplementary Payroll File issued by Kota (including for new joiners or mid-period changes) into the relevant Revenue submission before that submission is made. Failure to do so may result in NAERSA determining that an employee is eligible for MFF enrolment and NAERSA issuing an Automatic Enrolment Payroll Notification (AEPN).
8. The Customer acknowledges that where an employee receives an AEPN and is enrolled into MFF, they will notify Kota as soon as reasonably practicable. The Customer acknowledges that in such circumstances, it is the obligation of the employee to opt out of this enrolment in accordance with the timelines set out in the Act, if the employee does not wish to be enrolled into MFF, and the Customer agrees to communicate this obligation to the employee.
9. The Customer acknowledges that under the Act, if an OPS falls below the minimum thresholds under NAERSA assessment, the employee may be enrolled into MFF in addition to the existing OPS (Dual Enrolment). The Customer agrees to notify Kota (where applicable) and the employee in these circumstances and acknowledges that Kota will not be held responsible for any Dual Enrolment.

Basic Salary and Gross Pay Data

10. The accuracy of Kota’s contribution calculations depends entirely on the accuracy and completeness of the data provided by the Customer. The Customer must provide Kota with all relevant pay data (“Gross Pay Data”) for each employee, which includes but is not limited to:

• base salary or regular wages (“Basic Salary”);
• bonuses, commissions, performance-related payments and other variable payments;
• benefits in kind (BIK) where assessable for pension contribution purposes; and
• any other variable or additional remuneration paid in the relevant period.

11. The Customer must provide Gross Pay Data to the Platform before the applicable billing run each month. Kota will calculate contributions based on the Gross Pay Data available at the time of each billing run. If Gross Pay Data is not provided in time, Kota will calculate contributions on the basis of the Basic Salary available and will not recalculate retrospectively for that period.
12. The Customer is responsible for any failure of OPS exemption that results from incomplete or inaccurate Gross Pay Data submitted to Kota. Kota accepts no responsibility or liability for any failure of OPS exemption resulting from inaccurate data provided by the Customer.

New Joiners

13. Where an employee commences employment between the Primary Billing Run Date and the Customer’s payroll date they will be considered a New Joiner. The Customer’s obligation under the Act requires that an OPS contribution appears in that New Joiner’s first Revenue payroll submission.
14. Kota will generate a supplementary payroll file to capture New Joiners ahead of the Customer’s payroll date (‘Supplementary Payroll File’) and will notify the Customer of employees included. The Customer is responsible for ensuring this Supplementary Payroll File is incorporated into the relevant Revenue submission before it is made.
15. Where the Customer fails to act on the Supplementary Payroll File notification or submits payroll before incorporating Kota’s Supplementary Payroll File, Kota cannot guarantee that a new joiner’s first Revenue submission will include an OPS contribution. Kota accepts no responsibility or liability for any failure of OPS contribution where the Customer fails to act on the Supplementary Payroll File provided by Kota.

Onboarding and Configuration

16. The Customer must provide Kota with necessary and accurate information at onboarding and keep that information updated, including but not limited to payroll date, contribution rates, and employee details.
17. The Customer is responsible for communicating to their employees the default contribution percentages applied by the Platform, the fact that employees may increase but not decrease contributions below the compliance floor, and the purpose of those defaults. In circumstances where an employee is either correctly or incorrectly auto enrolled in MFF, the Customer is responsible for notifying the employee of same and notifying the employee of their sole obligation to opt out of this enrolment in accordance with the timelines set out in the Act if they so wish.

Billing Mechanics and Post-Billing Adjustments

18. Pension contributions are currently billed on the Primary Billing Run Date (currently the 10th of each calendar month, or such other date as agreed between Kota and the Customer). A supplementary billing run is executed on the Customer’s payroll date to capture New Joiners and any payments not included in the primary run.
19. Once a billing run has been executed and contributions collected, and those contributions are sent to the relevant provider, Kota will not be in a position to apply any edits or refunds.  In the event that any contributions have not yet been invested by the relevant provider, Kota may, in the event of an error, and on request from the Customer, arrange for such contributions to be returned in full to the Customer. If the Customer becomes aware of an overpayment or error after billing has run, any adjustment must be handled by the Customer directly in their payroll records. Kota may, at its discretion, accommodate a corrective adjustment in a subsequent billing period, but is under no obligation to do so.
20. Kota will add explicit disclosure of these billing mechanics at the point where the Customer configures their billing date on the Platform.

Limitation of Liability — Pension Compliance

To the fullest extent permitted by applicable law, Kota shall not be liable for:

1. any failure by an employee’s employment to qualify for OPS exemption from MyFutureFund, where that failure results from the Customer’s failure to incorporate Kota’s payroll files into their Revenue submissions;
2. any NAERSA enforcement action, AEPN, or automatic enrolment in MFF arising from data submitted by the Customer to Revenue that does not reflect the contribution amounts calculated by Kota;
3. any Dual Enrolment that occurs after an AEPN has been issued; once issued, an AEPN cannot be reversed by Kota;
4. any contribution shortfall or compliance failure resulting from incomplete, inaccurate, or late Gross Pay Data provided by the Customer;
5. any regulatory changes made after the date of this Addendum that affect the minimum contribution standards or OPS exemption criteria, where Kota has not yet updated the Platform to reflect those changes; or
6. circumstances where a Customer fails to notify an employee of a miscalculation of pension contribution or incorrect data submitted to Revenue, which results in either enrollment in MFF or Dual Enrolment, and/or in circumstances where an obligation rests with an employee to opt out of an enrollment.

21. Nothing in this Addendum limits Kota’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded by law.

Regulatory Framework and Platform Updates

22. The MyFutureFund scheme commenced on 1 January 2026. Certain aspects of NAERSA’s operational approach (including its methodology for assessing exemption, treatment of benefits in kind, and evidence requirements) continue to evolve. Kota’s Platform approach is based on the Act, the Section 52 Regulations, and applicable NAERSA guidance current at the time of implementation and may change from time to time.
23. Kota may update the Platform as regulatory requirements develop and as NAERSA’s guidance changes. However, Kota does not warrant that the Platform will at all times reflect the most current regulatory position, and Customers should monitor NAERSA guidance directly.
24. Where Kota identifies a material change to the minimum contribution standards or exemption criteria, it will endeavour to notify affected Customers as soon as reasonably practicable.

Scope Limitation — Multiple Employments

25. Kota’s Platform applies to the employment relationship between the Customer (as employer) and each employee enrolled on the Platform. Kota does not assess, and has no visibility into or obligation in respect of, an employee’s other employments.
26. The €20,000 MFF eligibility threshold is assessed by NAERSA across all of an employee’s employments. OPS exemption applies per employment. Kota’s compliance tools apply solely to the employment managed through the Platform and do not consider contributions made on behalf of employees under any other employment.
27. Customers with employees in multiple employments should take independent advice on how the eligibility and exemption rules apply to those employees. Kota accepts no responsibility or liability for any miscalculation of contributions for an employee with multiple employments.

Customer Acknowledgement

By continuing to use the Kota Platform for pension administration services, the Customer confirms that it has read and understood this Addendum and, in particular, acknowledges:

7. Kota generates contribution calculations and payroll files but does not submit data to Revenue on the Customer’s behalf; this is the responsibility of the Customer;
8. OPS exemption status is determined by NAERSA based on data submitted to Revenue, and this data along with notification is the Customer’s responsibility;
9. the Customer must provide Kota with complete Gross Pay Data,  including all variable remuneration, before each billing run;
10. contribution adjustments or refunds will not be applied after a billing run has executed;
11. if the Customer submits data to Revenue in advance of incorporating Kota’s contribution calculations, the contribution will not appear for the pay period;
12. the regulatory framework governing MFF is evolving and Kota will update the Platform as regulatory requirements develop;
13. requirements and obligations under the Act apply to the Customer and Kota shall at no time accept responsibility for compliance with the Act; and
14. the Platform generates the payroll file and notifies the Customer, but cannot force incorporation into the Customer’s Revenue submission. If the Customer submits payroll without the pension contribution data provided by Kota, Revenue data will show no OPS for that employee, and NAERSA may issue an AEPN.

Our Right To Vary These Terms

Kota may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are binding on you.

Jurisdiction and Applicable Law

The Irish courts will have jurisdiction over any claim arising from, or related to, a visit to our Site or use of our Services. These terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Ireland.

Your Concerns

If you want to contact us in relation to these terms or for any other reason, please contact support@kota.io.

If you have a complaint, please see our help centre for details of how to complain.

Last updated on: 22 April 2026