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Subscriber Terms and Conditions

Last Updated 20th October 2026

1. Definitions and Interpretation

  • 1.1. In these Terms and Conditions, except where the context requires otherwise, the following words and expressions shall have the following meanings:
    • "Agreement" or "Contract" means these Terms and Conditions together with the applicable Subscription Services Schedule(s) and any other document expressly incorporated by reference.
    • "Authorised User" means an employee, agent or independent contractor of Customer who is authorised by Customer to access and use the Kamma Platform under Customer's account, and for whom Customer has agreed to be bound by these Terms and Conditions.
    • “Consumer” means an individual acting for purposes that are wholly or mainly outside that individual's trade, business, craft or profession.
    • "Customer" means the person, firm or company identified as the customer in the applicable Subscription Services Schedule.
    • "Customer Data" means all data, information and content, in whatever form, which is uploaded to, input into, submitted to or generated through the Kamma Platform by or on behalf of Customer or any Authorised User, including Customer Property Data and any Personal Data comprised within it. Customer Data excludes Personal Data relating to Authorised Users and Customer's personnel which Kamma processes as controller under clause 11.2(b).
    • “Customer Integration” means an integration in which a Customer System transmits data to the Kamma Platform via the APIs, whether that integration is built and operated by Customer, by the operator of the Customer System, or by any other third party on Customer's behalf.
    • "Customer Property Data" means that part of the Customer Data which relates to a specific property, comprising the property address, unique property reference number (UPRN) and licensing, planning or other regulatory status or descriptive metadata concerning that property (such as its type, size and licensing history). Customer Property Data excludes any Personal Data and, for the avoidance of doubt, excludes the name or identity of any landlord, tenant, occupier, agent, licence holder or other individual associated with the property. Customer Property Data also excludes tenancy and occupancy information, such as tenancy dates, the number or composition of occupants or households, and any other information about the people living in the property. Such information forms part of Customer Data and is deleted in accordance with clause 20.1.4.
    • “Customer System” means any software, platform or service used by Customer, including any customer relationship management system, from which data is transmitted to the Kamma Platform via Kamma’s APIs.
    • "Data" means Customer Data and Kamma Data together, and references to Data include either of them.
    • "Data Protection Laws" means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and all other applicable laws and regulations relating to the processing of personal data and privacy, in each case as amended, re-enacted or replaced from time to time.
    • "Effective Date" means the date on which the Contract commences, as set out in the applicable Subscription Services Schedule.
    • "Initial Term" means the initial term of the Contract as set out in the applicable Subscription Services Schedule.
    • "Integrated Platform" means a Customer System or a third party platform hosting a Marketplace Integration.
    • "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
    • "Kamma" means Kamma Limited, a company registered in England and Wales with company number 09546202, whose registered office is at Unit 207, Elementa Workspace, 1 Giltspur Street, London EC1A 9DD
    • "Kamma Data" means all data, information, know-how, methodologies, algorithms, scoring, analysis and other content made available by or on behalf of Kamma through the Kamma Platform, together with any dataset derived by Kamma from Customer Property Data in exercise of the licence in clause 10.2. Kamma Data does not include Customer Data.
    • "Kamma Platform" means Kamma's proprietary online software platform made available to Customer as part of the Services, including any associated APIs, as updated from time to time.
    • "Licence Fees" means the fees payable by Customer for the Subscription Services as set out in the applicable Subscription Services Schedule and the Rate Card.
    • "Marketplace Integration" means an integration in which Kamma makes available an application within a third party platform's marketplace or app store, which exchanges data between that platform and the Kamma Platform, and includes the Kamma application for the Reapit platform.
    • "Personal Data" has the meaning given in Data Protection Laws.
    • "Privacy Notices" means the privacy notices Kamma publishes from time to time explaining how it uses personal data in connection with the Services, including the Kamma Landlord Privacy Notice, currently available at www.kammadata.com/support/privacy-notice/, and Kamma's privacy notice for users of the Kamma Platform, currently available at www.kammadata.com/support/platform-privacy/.
    • "Rate Card" means Kamma's then-current standard rate card for the Subscription Services, as updated from time to time in accordance with clause 5.5.
    • "Renewal Term" has the meaning given in clause 19.1.
    • "Services" means the Subscription Services, the licence application services under Section 24, and any other services Kamma agrees to provide to Customer under the Contract.
    • "Subscription Services" means the services described in the applicable Subscription Services Schedule.
    • "Subscription Services Schedule" means an order form, statement of work or schedule signed by or agreed between the parties which sets out the Subscription Services, the Licence Fees and other deal-specific terms.
    • "Term" means the Initial Term together with any Renewal Term(s), or, if earlier, the period ending on termination of the Contract in accordance with clause 19.
    • "Terms of Use" means the obligations on Authorised Users set out in clauses 4 and 6, together with any additional end-user terms for the Kamma Platform which Kamma notifies to Customer in writing from time to time in accordance with clause 22.1.
  • 1.2. Terms such as "process/processing", "data subject", "data processor", "data controller" and "personal data" shall have the same meaning ascribed to them in Data Protection Laws.
  • 1.3. Clause headings are inserted for ease of reference only and do not affect construction;
  • 1.4. References to "writing" or cognate expressions includes a reference to email, fax or comparable means of communication;
  • 1.5. Words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing bodies corporate, corporations, unincorporated associations and partnerships and vice-versa, words importing the singular shall be treated as importing the plural and vice-versa, and words importing whole shall be treated as including a reference to any part thereof; and references to clauses are to the clauses of these Terms and Conditions.

2. Right to Access and Use the Kamma Platform

  • 2.1. In consideration of Customer's payment of the Licence Fees in accordance with the Contract, Kamma:
    • 2.1.1. shall provide the Subscription Services as set out in the Subscription Services Schedule; and
    • 2.1.2. grants to Customer, on and subject to the terms and conditions of the Contract and the Terms of Use, with effect from the start of the Initial Term, for the Term, a non-exclusive, non-transferable licence without the right to grant sub-licences to access and use, and allow Customer's Authorised Users to access and use, the Kamma Platform (in object code form).
  • 2.2. Customer acknowledges that Kamma shall be entitled to modify the features and functionality of the Kamma Platform as part of its ongoing development of Kamma. Kamma shall use reasonable endeavours to ensure that any such modification does not adversely affect Customer's use of the Kamma Platform.
  • 2.3. Customer acknowledges that the services available to Customer on the Kamma Platform will be limited to the Subscription Services to which Customer has subscribed, as set out in the Subscription Services Schedule, and that this may mean that Customer's access to certain areas and functionality of the Kamma Platform is restricted.
  • 2.4. Customer may from time to time subscribe for additional Subscription Services by signing one or more additional Subscription Services Schedules on terms to be agreed with Kamma. Any additional Subscription Services Schedule(s) shall once signed by the parties be part of the Contract and subject to these Terms and Conditions.

3. Free Trial Period

  • 3.1. Kamma may, at its absolute discretion, grant a Free Trial to a prospective Customer or other type of user. The Free Trial Period will start when the user is given access credentials to the Kamma Platform and end on a date chosen by Kamma ("Free Trial Period"). Kamma may vary or change the start and or end dates without notice and may cancel or withdraw access at any time without notice.
  • 3.2. During the Free Trial Period, any user accessing the Kamma Platform agrees to be bound by these Terms and Conditions as if they were a Customer.
  • 3.3. While you may not be required to enter your billing information in order to sign up for the Free Trial Period, you may provide such information at any point during the Free Trial Period. If you do so, you will not be charged until the Free Trial Period ends. If you have not provided billing information by the time the Free Trial Period ends, you will lose all access to the Services and the Kamma Platform, your account will be cancelled, and any data or information stored within your account will be deleted.
  • 3.4. No warranty obligations or indemnities of Kamma will apply during the Free Trial Period.
  • 3.5. Clause 24 (Licence Application Services) does not apply during a Free Trial Period. Kamma will delete or anonymise all Customer Data uploaded during a Free Trial Period within 30 days of the end of that period unless the user becomes a Customer.

4. Authorised Users

  • 4.1. Customer shall not permit any person other than an Authorised User to access and use Kamma and Customer shall not, and shall procure that no Authorised User shall, save for the allocation of Authorised User accounts, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Kamma Platform in any way.
  • 4.2. Customer is responsible for maintaining the confidentiality of its usernames and passwords, and is fully responsible for all activities that occur under Customer's account.
  • 4.3. Customer shall comply with, and shall ensure that all Authorised Users comply with, the Terms of Use. Any breach by an Authorised User of the Terms of Use shall be deemed to be a breach by Customer of the Contract notwithstanding that Customer may not have authorised the act or omission which constituted the breach.
  • 4.4. Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, Kamma and, in the event of any such unauthorised access or use, shall promptly notify Kamma.
  • 4.5. Customer shall promptly disable the Authorised User account of any person who ceases to be an employee, agent or independent contractor of Customer.

5. Licence Fees

  • 5.1. Customer shall pay to Kamma a Licence Fee for each Subscription Service in accordance with the fee rate or method of calculation and the frequency of the payment specified in the Subscription Services Schedule, and shall pay any additional fees in accordance with the fee rates set out in the Subscription Services Schedule.
  • 5.2. Kamma shall invoice the Customer on the Effective Date for the monthly Licence Fee or the initial trial Fee and the Customer shall pay the invoice immediately. The Customer shall pay each subsequent monthly invoice submitted by Kamma within 30 days of the invoice date.
  • 5.3. Where the Customer is paying annually, Kamma shall invoice the Customer on the Effective Date for the annual fee based on the number of properties forecast to be uploaded to the Kamma Platform ("Initial Properties") at the Effective date and the Customer shall pay the invoice immediately. If the volume of Properties on the Kamma Platform increases above the Initial Properties volume during the Term, Kamma shall invoice the Customer monthly for any additional sums under the Subscription Services Schedule at the prevailing Rate Card rate. The Customer shall pay each invoice submitted by Kamma within 30 days of the invoice date.
  • 5.4. The Licence Fees and all other amounts and fees stated or referred to in the Contract are exclusive of value added tax, which where applicable shall be added to Kamma's invoices at the prevailing rate from time to time.
  • 5.5. Kamma may increase the Rate Card and Licence Fees on the anniversary of the Effective Date and thereafter from time to time giving one month's notice to the Customer.
  • 5.6. If the Customer defaults in payment of any Licence Fees then, without prejudice to any other rights and remedies that Kamma may have, interest shall accrue on the overdue amount at an annual rate equal to 8% above the base rate from time to time of the Bank of England, commencing on the due date and continuing until fully paid, whether before or after judgment. Interest due shall be compounded quarterly and payable on demand.

6. Customer Undertakings

  • 6.1. Customer may only use the Kamma Platform for lawful purposes and must not use the Kamma Platform in any way that breaches any applicable local, national or international law or regulation or in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
  • 6.2. Customer warrants to and undertakes with Kamma that it shall not, and shall procure that no Authorised User shall:
    • 6.2.1. copy or modify any part of or create any derivative works from, the Kamma Platform;
    • 6.2.2. reverse compile, disassemble or engineer the Kamma Platform (except as expressly permitted by law);
    • 6.2.3. use or access the Kamma Platform or Kamma Data in order to build a product or service which is the same as or similar to the Kamma Platform;
    • 6.2.4. interfere or attempt to interfere with the proper working of the Kamma Platform or disrupt the Kamma Platform or any network connected to the Kamma Platform;
    • 6.2.5. introduce any software virus or other malware (including any bugs, worms, logic bombs, trojan horses or any other self-propagating or other such program) that may infect or cause damage to the Kamma Platform or Kamma or Kamma's systems or otherwise disrupt the provision of the Kamma Platform;
    • 6.2.6. take any action which imposes an unreasonable or disproportionately large load on the Kamma Platform's infrastructure;
    • 6.2.7. gain or attempt to gain unauthorised access to any computer system or network connected to the Kamma Platform; or
    • 6.2.8. use Kamma Data for any purpose which is or may be competitive with business of Kamma;
    • 6.2.9. add and archive properties in quick succession in order to reduce the Licence Fees otherwise payable.
  • 6.3. Customer will not resell any of the Kamma services procured under these terms and conditions except as permitted under the individual Service Schedules. If the Customer breaches the terms of this Section, in addition to Kamma's cancellation rights, the Customer agrees to fully indemnify Kamma, its officers, employees, group companies, agents, and distributors, from any liability related to the resale, including, without limitation, attorneys' fees and costs

7. Hosting

  • 7.1. Kamma is deployed by way of Software as a Service (SaaS) and hosted by a third party cloud service provider. Customer acknowledges that Kamma is not the provider of the cloud hosting services, and that Kamma shall not have any responsibility or liability in respect of such services, their performance or for any defect in or unavailability of such services.
  • 7.2. It is the responsibility of Customer to ensure that it has a suitable internet service and that it has the hardware, telecommunications services and software necessary to access Kamma over the internet as recommended by Kamma from time to time. Kamma takes no responsibility for the performance of any such hardware, telecommunications services, software or internet service, or for the performance or availability of the internet itself.

8. Training and Consultation

  • 8.1. Kamma will provide training in the use of Kamma as set out in the Subscription Services Schedule.
  • 8.2. If Kamma provides training or consultation other than that set out in the Subscription Services Schedule such training shall be charged at Kamma's then current charging rates.
  • 8.3. Customer shall ensure that all Authorised Users are adequately trained in the proper use of Kamma.

9. Suspension of Service

  • 9.1. Without prejudice to any other rights and remedies that Kamma may have, Kamma may suspend access to Kamma:
    • 9.1.1. for such time as Customer is in material breach of any term of the Contract or the Terms of Use and such breach (being capable of remedy) has not been remedied within 14 days of Customer being given notice specifying such breach;
    • 9.1.2. if any money is owed to Kamma by Customer under an invoice raised in connection with the Contract and such invoice remains outstanding 14 days after Kamma has issued a demand in writing for payment; and/or
    • 9.1.3. if Kamma reasonably suspects that the security of its systems is or is about to be compromised by Customer or any third party having access to Customer's equipment or credentials.
  • 9.2. Except in the event of an emergency, Kamma shall provide Customer with reasonable advance notice of any such intended suspension (including the reasons for such suspension).

10. Customer Data

  • 10.1. Customer grants to Kamma a non-exclusive licence to host, use, copy, store, transmit, publish and display Customer Data to the extent necessary or reasonable for the purposes of the provision of the Services to Customer and Authorised Users. This licence continues for the Term and, in respect of Customer Data that Kamma is entitled or required to retain after termination under clause 20.1.4, for so long as Kamma retains that Customer Data in accordance with clause 20.1.4.
  • 10.2. Customer also grants to Kamma a non-exclusive, royalty-free, perpetual and irrevocable licence to host, use, copy, store, transmit, publish and display any and all Customer Property Data (and to combine it with the property data of other clients) for its own business purposes during and after the expiry of the Term. For the avoidance of doubt, this licence is not subject to the deletion obligation in clause 20.1.4, which applies only to Customer Data other than Customer Property Data. Where any element of Customer Property Data nevertheless relates to an identifiable living individual, Kamma shall process it solely for the purposes of compiling and maintaining Kamma Data, shall not combine it with any name, contact detail or other identifier of that individual, shall not use it to make or inform any decision about that individual, and shall apply the protections of clause 11 to it. Kamma may also create and use anonymised and aggregated data derived from Customer Data for the purposes of operating, benchmarking and improving the Services, provided it cannot be used to identify Customer, any Authorised User or any individual.
  • 10.3. Customer acknowledges that Kamma is not responsible for Customer Data and that Customer is responsible for the legality, reliability, integrity, accuracy, completeness and quality of Data.
  • 10.4. In the event of any loss of or damage to any Customer Data, Customer's sole and exclusive remedy shall be for Kamma to use reasonable commercial endeavours to restore the lost or damaged Data from the latest back-up maintained by Kamma.
  • 10.5. Customer warrants to and undertakes with Kamma that it shall not, and shall procure that no Authorised User shall, upload to the Kamma Platform any data that:
    • 10.5.1. contains any content that is libellous, defamatory, obscene, pornographic or sexually explicit, abusive or otherwise violates any law;
    • 10.5.2. infringes any patent, trade mark, database right, trade secret, copyright or other proprietary right of any party;
    • 10.5.3. it does not have the right to transmit under any law or contractual relationship (such as confidential information); or
    • 10.5.4. contains viruses or any other codes, files or programs designed to damage, interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.

11. Data Protection

  • 11.1. Each party confirms that, in the performance of the Agreement, it will comply with Data Protection Laws.
  • 11.2. The parties acknowledge that: (a) in providing the Subscription Services, Kamma processes Personal Data contained in Customer Data on behalf of the Customer as its processor, the Customer is the controller of that Personal Data, and clause 28 applies to that processing; (b) Kamma is a controller of Personal Data relating to Authorised Users and to the Customer's personnel with whom it deals in connection with the Contract, including account, usage, support, contract and billing information, which it processes in accordance with its Privacy Notices; (c) Kamma, the Customer and, where applicable, the Landlord are independent controllers of Personal Data processed in connection with the licence application services under Section 24, as set out in clause 24.8; and (d) Customer Property Data contains no Personal Data and may be retained by Kamma in accordance with clause 10.2.
  • 11.3. The Customer warrants to and undertakes with Kamma that, in relation to this clause 11:
    • 11.3.1. this clause 11.3.1 applies only in respect of Personal Data the Customer discloses to Kamma directly about its own data subjects (and not in respect of Personal Data provided in connection with the Section 24 licence application services, which is addressed in clause 24.8). The Customer shall ensure that it provides clear and sufficient information to those data subjects, in accordance with Data Protection Laws, of the purposes for which it will process their personal data, the legal basis for such purposes and such other information as is required by Data Protection Laws, including information explaining the disclosure of their Personal Data to Kamma and the processing of their Personal Data by Kamma on the Customer's behalf.
    • 11.3.2. special categories of Personal Data will not be uploaded to the Kamma Platform or otherwise disclosed to Kamma by or on behalf of the Customer, including in connection with the Section 24 licence application services; and Personal Data relating to criminal convictions and offences will be disclosed to Kamma only where an Authority requires it for an Application, and in accordance with clause 24.8.
  • 11.4. Where Kamma acts as a controller under clause 11.2(b), it shall use the Personal Data concerned in accordance with Data Protection Laws and the terms of its Privacy Notices for the time being in force.
  • 11.5. Where Kamma transfers Personal Data outside the United Kingdom, it shall ensure that such transfer is subject to appropriate safeguards recognised under Data Protection Laws (such as the UK International Data Transfer Agreement or an adequacy decision).
  • 11.6. The Data Sharing Agreement, published at www.kammadata.com/support/applications-dsa/ and as varied from time to time in accordance with clause 22.1, applies to the licence application services and forms part of the Contract. It applies from the Effective Date or, if later, from Customer's first instruction of an Application, and Kamma may decline to accept or progress an Application until it applies. Where the parties execute a separate data sharing agreement, that agreement applies in place of the published version. The Privacy Notices are transparency notices to individuals and do not constitute a data sharing agreement.

12. Third Party Providers

  • 12.1. Customer acknowledges that the Kamma Platform may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Kamma makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between Customer and the relevant third party, and not Kamma. Kamma recommends that Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Kamma does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
  • 12.2. Customer acknowledges that integrations between the Kamma Platform and an Integrated Platform take one of two forms, being a Customer Integration or a Marketplace Integration, and that Kamma's responsibilities differ between them as set out in this clause 12.
  • 12.3. In the case of a Customer Integration, Kamma shall have no responsibility or liability in respect of:
    • 12.3.1. any failure, interruption, delay or cessation of transmission of data from a Customer System to the Kamma Platform, whether or not Customer is aware of it;
    • 12.3.2. the accuracy, completeness, currency or format of data transmitted from a Customer System, which is governed by clause 26;
    • 12.3.3. any outage, change, upgrade, migration or withdrawal of a Customer System, or of any connector or middleware used to reach the APIs; or
    • 12.3.4. any act or omission of the operator of a Customer System, with which Kamma has no contractual relationship.
  • 12.4. Customer further acknowledges that, in the case of a Customer Integration, where transmission from a Customer System ceases or becomes incomplete Kamma may have no means of knowing that this has occurred, and that outputs of the Kamma Platform will continue to reflect the data last received. Customer is responsible for monitoring that its own transmissions are operating, and for satisfying itself that any output on which it relies is based on current data.
  • 12.5. In the case of a Marketplace Integration, Kamma makes available an application within a third party platform's marketplace. That application is subject to the operator's marketplace, developer and API terms, and operates within permission scopes granted by that operator and by Customer.
  • 12.6. In the case of a Marketplace Integration, Kamma shall have no responsibility or liability in respect of:
    • 12.6.1. any outage, unavailability, interruption, latency, rate limiting, throttling or degraded performance of the Integrated Platform or its APIs;
    • 12.6.2. any change to the functionality, features, data fields, data model, interfaces, permission scopes, marketplace terms, developer terms or pricing of the Integrated Platform;
    • 12.6.3. any restriction, suspension, removal, deprecation or termination of the Kamma application, of Kamma's developer access, or of the Integrated Platform's marketplace, whether by the operator or otherwise;
    • 12.6.4. any permission scope which is insufficient, revoked, narrowed or not granted, including where clause 25 applies; or
    • 12.6.5. any act or omission of the operator of the Integrated Platform, including any breach by it of its own terms.
  • 12.7. Where, under a Marketplace Integration, the Kamma application transmits licensing determinations, compliance status or other output to an Integrated Platform, Customer acknowledges that such transmission depends on the operator's API and permission scopes, and that Kamma cannot guarantee that any output will be received, recorded, retained or accurately displayed by the Integrated Platform. Customer must not rely on data displayed within an Integrated Platform as an accurate or current record of its licensing obligations, and should refer to the Kamma Platform.
  • 12.8. Kamma may modify, suspend or withdraw a Marketplace Integration where required to do so by the operator of the Integrated Platform, where that operator changes its terms or interfaces, or where continued operation is no longer technically or commercially practicable, on giving Customer such notice as is reasonably practicable in the circumstances.
  • 12.9. None of the matters in clauses 12.3, 12.4, 12.6, 12.7 or 12.8 constitutes an error, defect, fault, service failure, breach of warranty, or breach of any service level or performance standard under the Contract, and no refund, credit or reduction in the Licence Fees is payable in respect of any of them.
  • 12.10. Customer is solely responsible for its own relationship and contractual arrangements with the operator of any Integrated Platform, including payment of that operator's fees and compliance with its terms.
  • 12.11. Nothing in this clause 12 limits Kamma's obligations in respect of the availability of the APIs or of the Kamma Platform itself, as distinct from any Integrated Platform.

13. Intellectual Property

  • 13.1. All Intellectual Property Rights in and to the Kamma Platform and Kamma Data shall be and remain vested in Kamma.
  • 13.2. Except for the rights specifically granted under the Contract, nothing in the Contract shall be construed as transferring any right of ownership over any Intellectual Property Rights to Customer or any Authorised User and all rights in the Kamma Platform and Kamma Data not specifically granted in the Contract are reserved by Kamma.

14. Intellectual Property Indemnity

  • 14.1. Kamma shall defend Customer against any claim brought against Customer by a third party that Customer's use of the Kamma Platform infringes any Intellectual Property Right of such third party (a "Claim") and Kamma shall indemnify Customer for any amounts awarded against Customer in judgment or settlement of any such Claim, provided that:
    • 14.1.1. Kamma is given prompt notice of the Claim;
    • 14.1.2. Customer gives Kamma all reasonable cooperation, information and assistance in connection with the defence or settlement of the Claim, at Kamma's cost; and
    • 14.1.3. Kamma is given sole authority to defend or settle the Claim.
  • 14.2. In the defence or settlement of the Claim, Kamma may obtain for Customer the right to continue using the infringing element in the Kamma Platform, replace or modify the infringing element so that it becomes non-infringing or, if such remedies are not reasonably available, terminate the Contract without liability to Customer.
  • 14.3. Kamma shall have no liability if the infringement alleged in the Claim is based on:
    • 14.3.1. any Customer Data;
    • 14.3.2. Customer's or any Authorised User's use of the Kamma Platform in a manner contrary to the Contract (including the Terms of Use) or any instructions given to Customer by Kamma
    • 14.3.3. Customer's use or any Authorised User's use of the Kamma Platform after notice of the alleged or actual infringement from Kamma or any appropriate authority;
    • 14.3.4. changes or additions to the Kamma Platform by Customer or any third party; or
    • 14.3.5. combination, operation or use of the Kamma Platform with any third party program or equipment.
  • 14.4. This clause sets out Customer's sole and exclusive rights and remedies, and Kamma's entire obligations and liability, for any claim by a third party that Customer's use of the Kamma Platform infringes any Intellectual Property Right of such third party.
  • 14.5. Customer shall indemnify and keep indemnified Kamma against all liabilities, damages, costs, losses, claims, expenses, demands and proceedings arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights to the extent based on any of the matters in clause 14.3.

15. Confidentiality

  • 15.1. Each party will treat as confidential all information obtained from the other party under or in connection with the Contract which is designated as confidential by the other party or which is by its nature clearly confidential.
  • 15.2. The recipient party will not disclose such confidential information to any person (except only to those employees, agents, sub-contractors, suppliers and other representatives who need to know it) or use such confidential information for purposes other than in connection with the Contract without the other party's prior written consent.
  • 15.3. This clause will not extend to information that:
    • 15.3.1. is or becomes publicly known other than through any act or omission of the receiving party;
    • 15.3.2. was in the other party's lawful possession before the disclosure;
    • 15.3.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
    • 15.3.4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
    • 15.3.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
  • 15.4. Each party will ensure that all persons to whom it discloses any confidential information of the other party are aware, prior to disclosure, of the confidential nature of the information and that they owe a duty of confidence to the other party.
  • 15.5. These obligations of confidentiality will survive any termination of the Contract.

16. Branding

  • 16.1. Kamma may list Customer as a user of the Kamma Platform in its advertising and marketing materials and on its website.

17. Disclaimer

  • 17.1. While Kamma shall use commercially reasonable endeavours to make the Kamma Platform available 24 hours a day, seven days a week and to correct any errors in the Kamma Platform, Kamma does not warrant:
    • 17.1.1. that the operation or use of the Kamma Platform will be error-free or uninterrupted or that any defect will be corrected; or
    • 17.1.2. that the Kamma Platform, the Services or the information (including Kamma Data) or results obtained by Customer or Authorised Users through the use of the Kamma Platform will meet Customer's (or any Authorised User's) requirements.
  • 17.2. Kamma Data is compiled from Kamma's own analysis and from third-party sources, including publications and registers of local authorities. Kamma warrants that it compiles and maintains Kamma Data using reasonable skill and care, from sources it reasonably considers reliable, and that it will investigate and, where appropriate, correct any error notified to it within a reasonable period.
  • 17.3. Kamma does not warrant that Kamma Data is accurate, complete or up to date, and gives no warranty as to (a) the accuracy or completeness of any third-party source, (b) the correctness, currency or interpretation of any licensing scheme, designation or boundary published or applied by an Authority, or (c) whether any particular property is or is not subject to a licensing requirement, which is a matter for the relevant Authority.
  • 17.4. Customer remains responsible for verifying any output on which it intends to rely, in particular before communicating it to a landlord, tenant, lender or Authority.
  • 17.5. Except as expressly and specifically provided in the Contract, Customer assumes sole responsibility for results obtained from the use of the Kamma Platform by Customer and its Authorised Users.
  • 17.6. Save as expressly set out in the Contract (including the warranty in clause 17.2), to the maximum extent permitted by law, Kamma disclaims any and all representations, conditions and warranties whether express or implied by statute or common law or otherwise that the Kamma Platform, the Services or Kamma Data are or will be of satisfactory quality, fit for a particular purpose, provided with reasonable care and skill or non-infringing.

18. Liability

  • 18.1. Nothing in the Contract shall be deemed to limit or exclude the liability of Kamma for:
    • 18.1.1. death or personal injury caused by its negligence;
    • 18.1.2. fraud or fraudulent misrepresentation; or
    • 18.1.3. any other liability that cannot by law be limited or excluded.
  • 18.2. Subject to clause 18.1, Kamma shall not in any event be liable whether in contract (by way of indemnity or otherwise), tort (including negligence), misrepresentation, restitution or otherwise under or in connection with the Contract for:
    • 18.2.1. any loss of profits, revenue, anticipated savings or business opportunity;
    • 18.2.2. any loss of or damage to goodwill or reputation;
    • 18.2.3. any loss or corruption of data (save as expressly provided in clause 10.4); or
    • 18.2.4. any special, indirect or consequential loss or damage.
    • 18.2.5. any fine, civil penalty, financial penalty notice, rent repayment order, enforcement cost or other sanction imposed on Customer, any Authorised User, any landlord or any third party by an Authority, regulator or tribunal, and any legal or professional cost of responding to or appealing the same.
  • 18.3. Subject to clause 18.1, Kamma's maximum aggregate liability to Customer for all claims under or in connection with the Contract whether arising in contract (including by way of indemnity), tort (including negligence), misrepresentation, restitution or otherwise will be limited to a sum equivalent to the total Licence Fees and Kamma Service Fees paid by Customer under the Contract during the twelve (12) month period immediately before the date on which the cause of action first arose.
  • 18.4. Customer shall indemnify and hold Kamma harmless against all losses, damages, costs and expenses (including reasonable legal costs) which Kamma incurs as a result of any third party claim arising from:
    • 18.4.1. any breach by Customer of the Contract;
    • 18.4.2. any access to or use of the Kamma Platform by any Authorised User or any other person authorised by, or for whom, Customer is responsible; or
    • 18.4.3. any breach by any Authorised User or other such person of the Terms of Use.
    • 18.4.4. This indemnity does not apply to the extent the claim arises from Kamma's own breach or negligence. Kamma shall notify Customer promptly of any such claim, shall not settle it without Customer's consent (not to be unreasonably withheld), and shall give Customer reasonable assistance at Customer's cost.

19. Term and Termination

  • 19.1. Unless otherwise agreed in the applicable Subscription Services Schedule, the following provisions regarding the Term, renewal and termination shall apply.
  • 19.2. The Contract will commence on the Effective Date and shall continue for the Initial Term and thereafter shall automatically renew for successive periods of 12 months (each a "Renewal Term" and together with the Initial Term, the "Term"), unless terminated in accordance with this clause 19.
  • 19.3. Either party may terminate the Contract by giving the other party at least three months' written notice, such termination to take effect only at the end of the Initial Term or the then-current Renewal Term.
  • 19.4. Either party may terminate the Contract with immediate effect by giving written notice to the other party if:
    • 19.4.1. the other commits a material breach of any of its obligations under the Contract which (if the breach is capable of remedy) it has failed to remedy within 30 days after the receipt of a notice in writing from the terminating party requiring the defaulting party to do so;
    • 19.4.2. a provisional liquidator is appointed to the other or the other goes into liquidation either compulsorily or (except for the purpose of reconstruction or amalgamation) voluntarily;
    • 19.4.3. a receiver is appointed in respect of the whole or any part of the assets of the other;
    • 19.4.4. an administration order is made in respect of the other; or
    • 19.4.5. the other enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors.
  • 19.5. Kamma may terminate the Contract by notice in writing to Customer having immediate effect if Customer:
    • 19.5.1. defaults in payment of any Kamma invoice raised in connection with the Contract and such invoice remains outstanding 14 days after Kamma has issued a demand in writing for payment; or
    • 19.5.2. infringes Kamma's or its third party licensor's Intellectual Property Rights.
  • 19.6. Kamma may terminate the Contract, or suspend Customer's and any Authorised User's access to the Kamma Platform, by notice in writing to Customer having immediate effect if a Change of Control of Customer occurs and Kamma reasonably considers that, as a result, the onward supply, sublicensing or other restrictions in clauses 4 and 6 are or are likely to be at material risk of breach. Customer shall notify Kamma in writing within 10 business days of becoming aware that a Change of Control of Customer has occurred or is proposed. For the purposes of this clause 19.6, "Change of Control" means any person or group of persons acting in concert gaining Control of Customer, where "Control" has the meaning given in section 1124 of the Corporation Tax Act 2010.

20. Consequences of Termination

  • 20.1. On termination of the Contract however arising:
    • 20.1.1. Kamma shall be entitled to receive from Customer all Licence Fees and any other fees and expenses accrued or incurred under the Contract up to the date of termination;
    • 20.1.2. Kamma may discontinue provision of the Services;
    • 20.1.3. Kamma may disable Customer's and Authorised Users' access to the Kamma Platform; and
    • 20.1.4. save in respect of Customer Property Data licensed to Kamma under clause 10.2, Kamma shall, within 30 days of the effective date of termination, delete or permanently anonymise all Customer Data (including Personal Data) in its possession or control, save to the extent Kamma is required to retain any such Data to comply with applicable law, to establish, exercise or defend legal claims, or as set out in the Subscription Services Schedule, in which case Kamma shall retain such Data only for so long as reasonably necessary for that purpose and shall continue to apply the protections of clause 11 (Data Protection) and clause 15 (Confidentiality) to it. Kamma shall, if Customer so elects by written notice given at any time before the deletion deadline, return to Customer a copy of its Customer Data in a common electronic format before deletion, at no additional charge. Kamma shall remind Customer of this right in writing promptly after termination. Personal Data contained in routine encrypted backups is isolated from active processing and is deleted in accordance with Kamma's backup cycle, and in any event within 90 days of the deletion date, during which period Kamma will continue to apply clauses 11 and 15 to it and will not restore it to active use.
    • 20.1.5. Where Customer terminates under clause 19.4.1 for Kamma's material breach, Kamma shall refund Licence Fees paid in advance in respect of the period after termination, on a pro rata basis.
  • 20.2. Termination shall not affect or prejudice the accrued rights of the parties as at termination.
  • 20.3. The provisions of clause 1 (Definitions and Interpretation), clause 6 (Customer Undertakings), clause 10 (Customer Data), clause 11 (Data Protection), clause 13 (Intellectual Property), clause 14 (Intellectual Property Indemnity), clause 15 (Confidentiality), clause 17 (Disclaimer), clause 18 (Liability), this clause 20 (Consequences of Termination), clause 21 (Assignment and Subcontracting), clause 22.9 (Dispute Resolution) and clauses 22.11 to 22.12 (Governing Law and Jurisdiction), clause 24 (Licence Application Services) and clause 28 (Data Processing) shall survive termination of the Contract for any reason.

21. Assignment and Subcontracting

  • 21.1. Customer shall not assign, transfer, mortgage, charge, declare a trust of, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract, without the prior written consent of Kamma (such consent not to be unreasonably withheld or delayed).
  • 21.2. Kamma may without Customer's prior written consent:
    • 21.2.1. assign or transfer the benefit of, and any of its rights under, the Contract together with any cause of action arising in connection with any of them to its successor in title, to any of its group companies or to any purchaser or transferee from it or any of them; or
    • 21.2.2. sub-contract any or all of its obligations under the Contract so long as Kamma remains responsible for the obligations performed by any such subcontractor to the same extent as if such obligations were performed by Kamma.
  • 21.3. Any attempted assignment, transfer or other dealing in violation of this clause 21 will be void and without effect.

22. General

  • 22.1. Variation. Kamma may vary these Terms and Conditions, the Terms of Use and the Data Sharing Agreement from time to time by publishing the updated version at the relevant address on its website and giving Customer not less than 30 days' written notice, or such shorter notice as is necessary to comply with applicable law or a requirement of a regulator. The updated version takes effect at the end of that notice period and applies to the Contract from that date. Where a variation would have a material adverse effect on Customer, Customer may terminate the Services affected by it by written notice given before the variation takes effect, and Kamma shall refund on a pro rata basis any Licence Fees paid in advance in respect of the period after termination, together with any Kamma Service Fee paid for an Application on which work has not commenced. On termination of the licence application services under this clause, Kamma shall take no further action on any Application that has not been submitted to the Authority, and that Application shall be treated as closed under clause 24.10. Kamma has no control over any Application already submitted to the Authority and no responsibility for its progress or outcome after termination. In respect of each such Application, Kamma shall, within 14 days of termination, notify the Authority that it no longer acts and return to Customer any second-stage Authority Fee it holds, after which Customer is responsible for paying that fee to the Authority. Changes to the Rate Card and Licence Fees are governed by clause 5.5 and not by this clause 22.1. Any other amendment or variation of the Contract is effective only if it is in writing, refers to the Contract and is signed by a duly authorised representative of each party.
  • 22.2. Severability. If any provision or part of any provision of the Contract shall be held by a court of competent jurisdiction to be invalid or unenforceable, then the provision or part shall be severed and the remainder of the provision and all other provisions of the Contract shall remain valid and in full force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.
  • 22.3. Status. Kamma is an independent contractor. Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
  • 22.4. Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this clause 22.4; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one working day after transmission. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
  • 22.5. Waiver. No delay in exercising or failure to exercise by any party of any of its rights under or in connection with the Contract shall operate as a waiver or release of that right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.
  • 22.6. Force Majeure. Kamma shall have no liability to Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by any act, event, omission or accident beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Kamma or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, act of terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
  • 22.7. Entire Agreement. The Contract represents the entire Contract between the parties in relation to the subject matter of the Contract and supersedes any previous Contract whether written or oral between all or any of the parties in relation to that subject matter. Accordingly, all other conditions, representations and warranties which would otherwise be implied (by law or otherwise) shall not form part of the Contract. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in the Contract, save that nothing in this clause 22.7 shall exclude or limit either party's liability for fraud or fraudulent misrepresentation.
  • 22.8. Third Party Rights. Except as otherwise expressly provided in the Contract, none of the terms and conditions of the Contract shall be enforceable by any person who is not a party to it, and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply in relation to the Contract.
  • 22.9. Dispute Resolution. If any dispute arises in connection with the Contract, a director or other senior representatives of the parties with authority to settle the dispute will, within 14 days of a written request from one party to the other, meet in a good faith effort to resolve the dispute. If the dispute is not wholly resolved at that meeting, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. To initiate mediation a party must give notice in writing ('ADR notice') to the other party(ies) to the dispute requesting mediation. A copy of the request should be sent to CEDR. Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR notice. The commencement of mediation will not prevent the parties commencing or continuing court proceedings.
  • 22.10. Inconsistency. If there is an inconsistency between any provision in the Subscription Services Schedule, and any provision in these Terms and Conditions, the provisions in these Terms and Conditions shall prevail unless expressly stated otherwise in the Subscription Services Schedule. If there is any conflict or ambiguity between a provision in Clause 24 (Licence Application Services) and any other provision of these Terms and Conditions in respect of a service provided under Clause 24, the provision in Clause 24 shall prevail to the extent of that conflict.
  • 22.11. Governing Law. The Contract, and any non-contractual rights or obligations arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with English law.
  • 22.12. Jurisdiction. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to hear and determine or otherwise settle all and any claims, proceedings, suits or action (including arbitration) arising out of or in connection with the Contract or its subject matter.
  • 22.13. Consumers. Where Customer is a Consumer: (a) nothing in the Contract affects Customer's statutory rights, including under the Consumer Rights Act 2015; (b) clauses 5.6, 17.6 and 18.4, together with clause 19.3 and the indemnities in clauses 6.3, 14.5 and 24.6, do not apply; (c) Kamma will provide the Services with reasonable care and skill, and is responsible for loss or damage that Customer suffers as a foreseeable result of Kamma's breach of the Contract or its failure to use reasonable care and skill, but not for loss or damage that is not foreseeable, nor for any loss of profit, loss of business, business interruption or loss of business opportunity; (d) clauses 18.2, 18.3 and 24.7 do not apply and are replaced by the following: Kamma is not responsible for any decision of an Authority (including a refusal, conditions or delay) except to the extent caused by Kamma's breach of the Contract or failure to use reasonable care and skill, and the statutory obligation to ensure a property is correctly licensed remains at all times with the licence holder and any manager; (e) Customer may end the Contract at any time by giving Kamma one month's written notice, without affecting any right to cancel within the Cooling-off Period; and (f) Kamma may vary the Contract under clause 22.1 only where the variation is reasonably necessary to reflect a change in law, regulatory guidance or Authority requirements, a change in Kamma's processing operations or service providers, or an improvement in security, and no variation applies to an Application instructed before the variation takes effect unless the law requires it. This clause prevails over any other provision of the Contract.

23. Free Report Disclaimer

  • 23.1. Kamma may, from time to time, offer free reports, guides, or other materials ("Free Reports") on its website or other platforms.
  • 23.2. The Free Reports are provided for general informational purposes only and do not constitute professional advice.
  • 23.3. Kamma makes no representations or warranties, express or implied, regarding the accuracy, completeness, or applicability of the information in the Free Reports to any specific situation or use.
  • 23.4. Any reliance you place on the information in the Free Reports is strictly at your own risk. Kamma disclaims all liability for any loss, damage, or expense arising out of or in connection with the use of the Free Reports.
  • 23.5. By downloading or using the Free Reports, you agree to the terms of this Disclaimer and acknowledge that the use of the Free Reports is subject to these Terms and Conditions.

24. Licence Application Services

  • 24.1. Definitions and Parties
    • "Authority" means the relevant local authority operating selective, additional or mandatory property licensing.
    • "Authority Fees" means fees payable to the Authority in connection with any licence application.
    • "Kamma Service Fee" means the fees payable to us for our services under this clause 24 - exclusive of Authority Fees.
    • "Application" means each individual licence application for a single property (or HMO as defined by the Authority).
    • Client and Capacity. We may be instructed either (a) directly by the landlord (the "Landlord"), or (b) by the managing agent (the "Agent") on a Landlord's behalf. In all cases, the licence will be applied for in the Landlord's name unless we are otherwise advised. If the Agent instructs us:
  • 24.1.1. the Agent warrants it is authorised by the Landlord to instruct us and to share the Landlord's information for the purpose of the Application;
  • 24.1.2. we may rely on the Agent's instructions as if given by the Landlord;
  • 24.1.3. unless we agree otherwise in writing, the Agent remains liable to us for the Kamma Service Fee and Authority Fees, irrespective of any reimbursement arrangements between Agent and Landlord.
    • "Individual Landlord" means a natural person who instructs us wholly or mainly outside their trade, business or profession in relation to the Property (for example, an individual letting a former home or a small number of properties as a side activity).
    • "Business Landlord" means (i) any company, LLP, partnership or other organisation; or (ii) any sole trader or individual acting wholly or mainly in the course of a trade, business or profession of letting or managing property (for example, a professional or portfolio landlord).
    • "Client" means the person identified in our order/statement of work as the contracting party responsible for fees and instructing the application (which may be the Landlord or the Managing Agent).
    • Letter of Authority. The Landlord (or Agent on the Landlord's behalf) will provide a letter of authority or equivalent mandate authorising us to liaise with the Authority, submit forms and information, and pay Authority Fees as agent for the Landlord.
    • Direct instructions from Individual Landlords. Where the Client is an Individual Landlord, we contract directly with that individual. The licence application remains in their name, and they are responsible for providing information, signing declarations, and paying the Kamma Service Fee and Authority Fees in accordance with clause 24.4. Consumer cancellation rights (clause 24.11) may apply.
  • 24.2. Scope of Services
    • We provide administrative application management services, which typically include: (i) identifying the licence scheme/type; (ii) issuing document requests; (iii) reviewing provided documents for completeness; (iv) completing Authority forms; (v) submitting the Application; (vi) acting as point of contact with the Authority; and (vii) tracking progress.
    • Exclusions. Unless expressly agreed in writing, our services do not include: (a) legal advice or representation; (b) on-site inspections; (c) obtaining third-party documents or certificates (e.g., EPC, gas safety, electrical reports); (d) remedial works; (e) appeals, variations, renewals or re-applications; (f) advice on or management of compliance with licence conditions after grant. We can provide introductions or additional services under a separate order/fee.
    • No Guarantee; Timelines. We do not guarantee that a licence will be granted or the timing of any decision. Decisions and timescales are set by the Authority.
  • 24.3. Your Responsibilities
    • You must: (a) provide complete, accurate and up-to-date information promptly; (b) ensure declarations are signed by the Landlord (or an authorised signatory); (c) promptly review and approve submissions; (d) pay all sums when due; and (e) maintain ongoing compliance with applicable law and any licence conditions after grant.
    • You acknowledge we rely on information provided by you, the Agent and the Landlord, and we are not responsible for delays, refusals or conditions arising from incomplete, inaccurate or late information.
    • Where the proposed licence holder is not resident in the United Kingdom, and where required by the Authority, the Customer must appoint a UK-based managing agent or manager. Customer acknowledges that an Authority is likely to treat an Application as invalid without a UK-based representative satisfying the fit and proper person test.
  • 24.4. Fees, Disbursements and Payment
    • Kamma Service Fee. Unless stated otherwise in the order: the Kamma Service Fee is due on instruction of the Application Service. The Kamma Service Fee is non-refundable once work has commenced.
    • Activation of Service. Kamma will begin processing, gathering documentation or preparing an Application only once the relevant invoice has been paid in full. Where you are an Individual Landlord, this is subject to clause 24.11
    • Additional costs. Customer is responsible for the cost of obtaining any documentation required for the Application, including Land Registry titles, gas safety certificates, EICRs and EPCs.
    • Authority Fees. Authority Fees (including any two-stage fee structure adopted by the Authority) are collected in full in advance of submission and are paid by us to the Authority as your agent. Authority Fees paid to the Authority are non-refundable except to the extent refunded by the Authority. Where the Authority operates a "confirmation" or second-stage fee that becomes payable only on grant, we will collect this in advance and hold it to pay on grant. Authority Fees held by us are held for the sole purpose of settling the fees of the relevant Authority. We maintain internal financial controls to ensure such funds are identifiable and secured. No interest is payable to you on funds we hold.
    • Changes to Authority Fees. If the Authority changes its fee(s) or imposes additional charges after instruction, you are responsible for any difference.
    • Individual Landlords If you are acting as a consumer and exercise a statutory right to cancel during any applicable cooling-off period, you remain responsible for any amounts properly payable in respect of services provided before cancellation, in accordance with clause 24.11. Authority Fees already paid to the Authority are non-refundable, save to the extent refunded by the Authority. Where you cancel within the Cooling-off Period, we will refund in full any Authority Fees we hold that have not yet been paid to the Authority, within 14 days of receiving your notice of cancellation.
    • Invoicing & Payment Terms. Invoices are due immediately where stated. Amounts are exclusive of VAT. You may not withhold or set off any amount. We may suspend work or submission if sums are overdue or required information is outstanding.
    • Refunds. Where an Application cannot be submitted through no fault of yours, we will return any unspent Authority Fees we hold. If a licence is refused, we will refund to you any unspent or refunded second-stage Authority Fee that we hold. The Kamma Service Fee is not refundable once work has commenced. Stage-1 Authority Fees paid to the Authority are non-refundable, except to the extent refunded by the Authority. This does not affect your right to a refund of Authority Fees not yet paid to the Authority where you cancel within the Cooling-off Period.
  • 24.5. Our Responsibilities
    • We will exercise reasonable care and skill in delivering the services described in clause 24.2, process your data in accordance with clause 24.8, and keep you reasonably informed of material updates from the Authority.
  • 24.6. Reliance, Warranties and Indemnity
    • You warrant that all information supplied is true, complete and not misleading to the best of your knowledge. We may rely on such information without independent verification.
    • You (and, where applicable, the Agent and the Landlord) indemnify us against any losses, costs, claims, fines or penalties we reasonably incur arising from (i) inaccurate, incomplete or late information you provide; (ii) your pre-existing non-compliance with law or licence conditions; or (iii) your failure to cooperate with the Authority.
    • Fit and Proper Person. Customer warrants that, to the best of its knowledge and belief, the information and declarations supplied about proposed licence holders and managers, including any declaration of suitability under the Housing Act 2004, are true, complete and not misleading, and that it is not aware of any matter relevant to that suitability which has not been disclosed in them. Kamma does not verify, assess or carry out any independent check of the information or documents provided, including any declaration of suitability or any criminal record information required by the Authority. Kamma transmits such information and documents to the Authority as provided by Customer, and the assessment of suitability is a matter for the Authority alone.
    • Customer acknowledges that it is a criminal offence under section 238 of the Housing Act 2004 to knowingly or recklessly supply information which is false or misleading in a material respect, either to an Authority or to another person (including Kamma) knowing that it will be used in connection with an Authority's functions under that Act.
  • 24.7. Limitation of Liability
    • Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited.
    • Subject to the foregoing: (a) we are not liable for Authority decisions (including refusals, conditions or delays), rent repayment orders, fines, penalties, loss of rent/income, loss of profits, or any indirect or consequential loss; and (b) our total aggregate liability arising out of or in connection with an Application is limited to the Kamma Service Fee paid for that Application (excluding Authority Fees and other pass-through costs). The statutory obligation to ensure a property is correctly licensed remains at all times with the licence holder and any manager. Kamma provides an administrative service only and assumes no statutory responsibility.
  • 24.8. Data Protection
    • Each of Kamma, the Agent and the Landlord acts as an independent controller of personal data it determines to process for its own purposes in connection with the Application. We will process personal data in accordance with UK GDPR and the Data Protection Act 2018, our Privacy Notices (in particular the Kamma Landlord Privacy Notice), and this clause 24.8. We may share personal data with the Authority, our professional advisers, insurers, and our processors (for example, our hosting, application-tracking and e-signature providers) under appropriate safeguards.
    • Where an Agent instructs us, the Agent shall, at the point it collects personal data which it intends to disclose to us for an Application, inform the Landlord, any proposed manager and any other individual concerned that their personal data will be disclosed to Kamma, and provide them with, or a link to, the Kamma Landlord Privacy Notice. The Agent shall confirm to us on request that it has done so.
    • Where an Authority requires information about criminal convictions or offences, we will process it only with the consent of the individual it relates to. Before any such information is uploaded, the person uploading it must complete the consent statement in our upload portal. An Agent cannot itself consent on behalf of a Landlord or proposed manager; where an Agent completes the statement, the Agent confirms that each of them has personally given that consent on the terms shown, and the Agent shall keep a record of that consent and provide it to us on request. Consent may be withdrawn at any time by contacting us, in which case the Application may not be able to proceed and clause 24.10 may apply.
    • Documents containing personal information supplied for the purposes of an Application, including identity documents and any criminal record information, will be permanently deleted within 30 days of the earlier of (a) Kamma receiving notification of the Authority's final decision, (b) withdrawal of the Application, or (c) closure of the file under clause 24.10. Kamma does not retain such documents thereafter. Copies contained in routine encrypted backups are isolated from active processing and are deleted in accordance with Kamma's backup cycle, and in any event within 90 days of the deletion date.
    • Kamma retains a record of the Application itself - including the property, the licensing scheme, the Authority, the identity of the Landlord and Client, the submission and decision dates, and related correspondence and fee records; for six years from completion of the Application, being the period Kamma reasonably considers necessary to respond to queries, defend claims under clauses 24.6 and 24.7, and comply with its own legal and regulatory obligations. Kamma will then securely delete or anonymise that record, and will instruct its providers to delete any remaining copies, copies in providers' revision history or snapshots expiring within a further 12 months.
    • Kamma protects Application data using 256-bit TLS encryption in transit and 256-bit AES encryption at rest.
  • 24.9. Communications and Authority to Act
    • You authorise us to communicate with the Authority on your behalf for the purposes of the Application, including submitting forms, making representations of an administrative nature, and paying Authority Fees as your agent. We will not sign declarations that must be signed by the Landlord or licence holder.
  • 24.10. Suspension and Termination
    • You may cancel before submission; we will invoice for work performed to the cancellation date, including the non-refundable portion of the Kamma Service Fee, and remit any unspent Authority Fees that are refundable or have not yet been paid to the Authority.
    • We may suspend or terminate an Application on reasonable notice if you fail to pay sums when due, fail to provide required information, or otherwise materially breach these Terms. On suspension/termination, amounts due for work performed and Authority Fees already paid to the Authority are non-refundable (save to the extent the Authority refunds fees), and we will return to you any Authority Fees we hold that have not been paid to the Authority. If Customer fails to provide requested information within 60 days of a request, Kamma may, on reasonable notice, close the file and retain the Kamma Service Fee, subject, where Customer is acting as a consumer, to any rights Customer may have under applicable consumer law. Clause 24.8 applies to the retention and deletion of any documents already provided.
  • 24.11. Consumer Cancellation (where applicable)
    • This clause applies only where the Client is a Consumer.
    • Cooling-off right. If you are a Consumer, you have a legal right to cancel the contract within 14 days from the day you instruct us (the "Cooling-off Period").
    • Information and cancellation form. Before you instruct us, we will give you the information required by consumer law, including a model cancellation form. If you want us to start work during the Cooling-off Period, you must ask us to do so expressly, and we will confirm your request in writing.
    • Early start at your request. If you ask us to begin work during the Cooling-off Period, you agree to pay for the proportion of services supplied up to the time you inform us of cancellation. If the services are fully performed within the Cooling-off Period, you acknowledge you lose the right to cancel. Authority Fees already paid to the Authority are not refundable by us.
  • 24.12. Subcontracting and Assignment
    • We may subcontract aspects of the services but remain responsible for their delivery. Neither party may assign its rights or obligations under this clause 24 without the other's consent (not to be unreasonably withheld), except that we may assign to a group company or in connection with a business transfer.
  • 24.13. Changes in Law; Force Majeure
    • If a change in law or Authority policy materially affects scope, process or cost, we may propose a reasonable variation to fees/timelines. Neither party is liable for delay or failure caused by events beyond its reasonable control.
  • 24.14. Governing Law; Third-Party Rights
    • This clause 24 and any non-contractual obligations arising out of it are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
    • No person other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this clause 24, save that the Agent may enforce fee and indemnity provisions where identified as the Client in the order.
  • 24.15. Introducer Commission
    • 24.15.1. Where Customer refers a Landlord to Kamma and Kamma is instructed on, and receives payment of the Kamma Service Fee for, the resulting Application, Kamma shall pay Customer commission calculated in accordance with the rate set out in the Subscription Services Schedule or Rate Card ("Commission").
    • 24.15.2. Commission accrues only in respect of an Application for which Kamma has received the Kamma Service Fee in full. No Commission is payable, and any Commission already paid must be repaid to Kamma on demand, in respect of any Application that is subsequently cancelled or withdrawn, or for which the Kamma Service Fee is refunded, to the extent the relevant fee is refunded or not ultimately received.
    • 24.15.3. Kamma shall calculate and pay to Customer all Commission accrued in each Quarter within 30 days of the end of that Quarter, together with a statement showing the Applications on which Commission has been calculated. "Quarter" means each successive period of three months ending on 31 March, 30 June, 30 September and 31 December.
    • 24.15.4. Amounts payable under this clause are exclusive of VAT, which shall be payable in addition where applicable, subject to Kamma's receipt of a valid VAT invoice from Customer.
    • 24.15.5. Customer is solely responsible for accounting for any tax due on Commission it receives, and for complying with any legal, regulatory or professional body requirement to disclose the Commission, or the existence of this arrangement, to the Landlord or other client on whose introduction the Commission is calculated.
    • 24.15.6. Customer acknowledges that disclosure of referral commission to a Landlord is a matter for Customer, in accordance with its own legal, regulatory and professional obligations. Customer confirms that, before instructing Kamma in respect of any Application on which Commission is calculated, it has complied with any related disclosure obligations to the Landlord that may apply to it, and that it is not aware of any reason why the Landlord would object to Customer receiving the Commission. Customer indemnifies Kamma against any claim, loss, fine, penalty or cost arising from a failure by Customer to do so.
    • 24.15.7. Kamma may withhold, adjust or set off Commission against any sums owed by Customer to Kamma under the Contract.
    • 24.15.8. This clause survives termination in respect of Commission accrued but unpaid as at the date of termination, and confers no right to Commission in respect of any Application instructed after termination.

25. Reapit Integration - Cooperation with Access Requests

  • 25.1. This clause applies to Customers who access the Services via integration with the Reapit platform ("Reapit Customers").
  • 25.2. Kamma may from time to time require additional or amended data permissions within the Customer's Reapit administrative portal in order to deliver, improve, expand, maintain or troubleshoot the Services, including (without limitation) to access additional data fields, enable new product features, comply with regulatory requirements, or resolve technical issues.
  • 25.3. Where Kamma issues a permission change request via the Reapit portal (a "Permission Request"), the Customer shall review and action the Permission Request promptly, and in any event within ten (10) business days of receipt. The Customer's consent to such Permission Requests shall not be unreasonably withheld, delayed or conditioned.
  • 25.4. The Customer acknowledges that: (i) Permission Requests are necessary for Kamma to provide the Services as contracted, and refusal or delay may degrade, limit or prevent delivery of all or part of the Services; and (ii) Kamma shall not be liable for any failure, defect, omission, delay, inaccuracy or limitation in the Services that arises from, or is materially contributed to by, the Customer's failure to action a Permission Request within the timeframe set out at clause 25.3 above. Kamma may, acting reasonably, treat persistent or unreasonable refusal of Permission Requests as a material breach of this Agreement.
  • 25.5. The Customer remains the controller of its Reapit data and may withhold consent where it has a genuine and reasonable basis for doing so (including legal, regulatory or data protection grounds), and shall provide written reasons for any refusal within the timeframe set out at clause 25.3 above. For the avoidance of doubt, Kamma processes Reapit data on the Customer's behalf as its processor in accordance with clause 28.

26. API Inputs and Customer Data Quality

  • 26.1. This clause applies to Customers who access the Services via Kamma's application programming interface ("API Customers" and the "APIs").
  • 26.2. The Customer is solely responsible for the accuracy, completeness, format, currency and quality of all data submitted to the APIs, including (without limitation) property addresses, postcodes, unique property reference numbers (UPRNs), and any other identifiers or input parameters (together, "Customer Inputs").
  • 26.3. Kamma's APIs can only be as reliable as the parameters they receive; responses are bound by the quality and accuracy of the data provided. The Customer acknowledges and agrees that: (i) the accuracy, completeness and usefulness of any response, result, determination, report or data returned by the APIs (an "API Output") is materially dependent on the quality of the Customer Inputs; (ii) where the Customer submits Customer Inputs that are incorrect, incomplete, ambiguous, malformed, out-of-date, non-standard, or otherwise of insufficient quality, the APIs may return an empty response, a partial response, a "no match" or "not found" response, or a response that is incorrect when compared against the Customer's intended subject property (each, to the extent caused by the quality of the Customer Inputs, a "Data-Quality Outcome"); (iii) a Data-Quality Outcome is not an error, defect, bug, fault, service failure, breach of warranty, or breach of any service level, performance standard or output guarantee under this Agreement, save that nothing in this clause 26 limits Kamma's obligations under clause 17.2 in respect of the compilation and correction of Kamma Data; (iv) Kamma has no obligation to investigate, correct, refund, credit, re-run, compensate or otherwise remedy any Data-Quality Outcome, and no liability shall attach to Kamma in respect of any Data-Quality Outcome or any loss, cost, decision, action or consequence the Customer (or any third party) suffers or takes in reliance on such an Outcome. Where the Customer notifies Kamma that an API Output is incorrect for reasons other than the quality of the Customer Inputs, clause 17.2 applies; and (v) the responsibility for identifying, investigating and correcting Customer Inputs (including reconciling with authoritative sources such as Royal Mail PAF, Ordnance Survey AddressBase, or HM Land Registry) rests entirely with the Customer.
  • 26.4. The Customer is responsible for implementing reasonable validation, cleansing, monitoring and quality-control processes for Customer Inputs before submission to the APIs, and for reviewing API Outputs before relying on or onward-transmitting them to any third party (including landlords, tenants, regulators or lenders). The Customer shall further design and operate its integration with the API so as to respect all rate limiting, throttling, quota and back-off signals communicated by Kamma, including (without limitation) any HTTP status codes (such as 429 Too Many Requests or 503 Service Unavailable), Retry-After headers, and any X-RateLimit-* or equivalent headers returned by the API. The Customer acknowledges that:
  • 26.5. failure to honour such signals, including by retrying requests without appropriate exponential back-off, exceeding published or notified rate limits, or otherwise generating excessive, abusive or non-compliant traffic, may result in delayed, degraded, throttled, blocked or failed API responses;
    • 26.5.1. any such delayed, degraded, throttled, blocked or failed response is not an error, defect or breach of any service level, availability commitment or performance standard under this Agreement, and no liability shall attach to Kamma in respect of it; and
    • 26.5.2. Kamma may, acting reasonably and without prior notice where necessary to protect the integrity, security or availability of the Services for other customers, temporarily or permanently throttle, suspend or revoke the Customer's API credentials in response to non-compliance with this sub-clause, and shall use reasonable endeavours to notify the Customer of any such action as soon as reasonably practicable.
  • 26.6. Where the Customer notifies Kamma of a suspected API issue, Kamma may (at its discretion and without obligation) request a sample of the relevant Customer Inputs and corresponding API Outputs in order to diagnose whether the issue is a Data-Quality Outcome or a genuine API defect. The Customer shall provide such samples promptly.
  • 26.7. For the avoidance of doubt, Kamma does not warrant that the Services or the APIs will be uninterrupted, error-free or continuously available (see clause 17.1), and nothing in this clause 26 shall be read as implying any uptime, availability or performance commitment that is not separately and expressly agreed in writing. This clause does not limit Kamma's obligations in respect of: (i) defects in the APIs' processing logic that are independent of Customer Input quality; or (ii) any non-excludable statutory rights.

27. Audit Rights

  • 27.1. Kamma may, no more than once in any twelve month period (or at any time following a reasonable, documented suspicion of breach of clause 4 or clause 6), on reasonable prior written notice and during normal business hours, audit or appoint a reputable independent third party to audit Customer's use of the Kamma Platform and Kamma Data, including Customer's systems, records and processes, to verify compliance with clause 4 (Authorised Users) and clause 6 (Customer Undertakings).
  • 27.2. Customer shall provide reasonable cooperation and access for the purposes of an audit under clause 27.1, including access to relevant personnel, systems and records.
  • 27.3. Kamma shall bear its own costs of an audit under this clause 27, save that if an audit reveals a material breach of clause 4 or clause 6, Customer shall reimburse Kamma's reasonable costs of that audit.

28. Data Processing

  • 28.1. This clause applies where Kamma processes Personal Data on behalf of the Customer under clause 11.2(a). The subject matter, duration, nature and purpose of the processing, the types of Personal Data and the categories of data subjects are set out in clause 28.12.
  • 28.2. Kamma shall process that Personal Data only on the Customer's documented instructions, which are given by the Contract and by the Customer's use and configuration of the Services, including with regard to transfers outside the United Kingdom, unless required to do otherwise by law, in which case Kamma shall inform the Customer before processing unless the law prohibits it. Kamma shall inform the Customer promptly if, in its opinion, an instruction infringes Data Protection Laws.
  • 28.3. Kamma shall ensure that persons it authorises to process the Personal Data are subject to an obligation of confidentiality.
  • 28.4. Kamma shall implement appropriate technical and organisational measures in accordance with Article 32 of the UK GDPR, including encryption of the Personal Data in transit and at rest, access on a least-privilege basis, and multi-factor authentication on systems holding the Personal Data.
  • 28.5. The Customer gives Kamma general authorisation to engage sub-processors. Kamma's current sub-processors for the purposes of this clause 28 are Google Cloud (hosting and storage, in the Netherlands and London) and Google Workspace (email and document handling, in the United Kingdom and the European Economic Area). Kamma shall give the Customer at least 30 days’ written notice of any intended addition or replacement of a sub-processor. The Customer may object on reasonable data protection grounds by written notice given within that period, stating its grounds; if it does not do so, it is taken to have accepted the change. Kamma shall have 30 days from receipt of an objection to propose an alternative, which may include engaging a different sub-processor, adopting a different configuration, or excluding the Customer’s Personal Data from the proposed sub-processor. If no alternative acceptable to both parties is agreed within that period, the Customer may terminate the affected Subscription Services on three months’ written notice. Kamma shall not engage the proposed sub-processor in respect of that Customer’s Personal Data before the objection is withdrawn, an alternative is agreed, or that notice period expires. On termination under this clause the Licence Fees shall be reduced with effect from the termination date to the Rate Card rate for the remaining Subscription Services, and Kamma shall refund Licence Fees paid in advance in respect of the terminated Subscription Services for the period after termination on a pro rata basis. Termination under this clause does not affect the remainder of the Contract. Kamma shall impose on each sub-processor data protection obligations equivalent to those in this clause 28, and remains liable to the Customer for each sub-processor's performance of them.
  • 28.6. Kamma shall not transfer the Personal Data outside the United Kingdom and the European Economic Area except after giving notice under clause 28.5 and in accordance with clause 11.5.
  • 28.7. Kamma shall notify the Customer within five working days of receiving any request from an individual to exercise their rights in relation to the Personal Data, shall not respond to it except on the Customer's instructions, and shall assist the Customer, by appropriate technical and organisational measures so far as possible, in responding to such requests.
  • 28.8. Kamma shall notify the Customer of any personal data breach affecting the Personal Data without undue delay, and in any event within 24 hours of becoming aware of it, providing such of the information required by Article 33(3) of the UK GDPR as is then available, and shall cooperate with the Customer in investigating and mitigating it.
  • 28.9. Taking into account the nature of the processing and the information available to it, Kamma shall assist the Customer in meeting its obligations under Articles 32 to 36 of the UK GDPR.
  • 28.10. On termination of the Contract, Kamma shall return a copy of the Personal Data and delete it, in accordance with clause 20.1.4, unless the law requires its retention.
  • 28.11. Kamma shall make available to the Customer the information necessary to demonstrate compliance with this clause 28, and shall allow for and contribute to audits, including inspections, by the Customer or an auditor it appoints, on not less than 30 days' notice, during normal business hours, no more than once in any twelve-month period (save following a personal data breach or at the request of a regulator), and subject to appropriate confidentiality undertakings. The Customer shall bear its own costs and reimburse Kamma's reasonable costs of any audit or inspection.
  • 28.12. Details of the processing. Subject matter and duration: the provision of the Subscription Services, for the Term and until deletion under clause 20.1.4. Nature and purpose: hosting, storage, matching of properties against licensing schemes, analysis and reporting to identify and monitor licensing obligations across the Customer's portfolio, and transmission to Integrated Platforms as configured by the Customer. Types of Personal Data: names, correspondence addresses and contact details of landlords, licence holders, managers and other individuals associated with the Customer's properties; tenancy and occupancy information, such as tenancy dates and the number or composition of occupants or households. Data subjects: landlords, licence holders, managers, tenants and other occupiers of the Customer's properties. No special category data or criminal offence data is processed under this clause 28 (see clause 11.3.2).
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