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Subscriber Terms and Conditions

Published 20th July 2022

1. Table of Contents

2. Definitions and Interpretation

  • 2.1. In these Terms and Conditions, except where the context requires otherwise:
  • 2.2. 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.
  • 2.3. Clause headings are inserted for ease of reference only and do not affect construction;
  • 2.4. References to “writing” or cognate expressions includes a reference to email, fax or comparable means of communication;
  • 2.5. 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.

3. Right to Access and Use the Kamma Platform

  • 3.1. In consideration of Customer’s payment of the Licence Fees in accordance with the Contract, Kamma:
    • 3.1.1. shall provide the Subscription Services as set out in the Subscription Services Schedule; and
    • 3.1.2. 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).
  • 3.2. 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.
  • 3.3. 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.
  • 3.4. 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.

4. Free Trial Period

  • 4.1. 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.
  • 4.2. 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.
  • 4.3. 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 you will immediately lose all access to the Services and any data or information stored within your account.
  • 4.4. No warranty obligations or indemnities of Kamma will apply during the Free Trial Period.

5. Authorised Users

  • 5.1. 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.
  • 5.2. 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.
  • 5.3. 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.
  • 5.4. 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.
  • 5.5. Customer shall promptly disable the Authorised User account of any person who ceases to be an employee, agent or independent contractor of Customer.

6. Licence Fees

  • 6.1. 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.
  • 6.2. 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.
  • 6.3. 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.
  • 6.4. 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.
  • 6.5. 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.
  • 6.6. 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 4% 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.

7. Customer Undertakings

  • 7.1. 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.
  • 7.2. Customer warrants to and undertakes with Kamma that it shall not, and shall procure that no Authorised User shall:
    • 7.2.1. copy or modify any part of or create any derivative works from, the Kamma Platform;
    • 7.2.2. reverse compile, disassemble or engineer the Kamma Platform (except as expressly permitted by law);
    • 7.2.3. 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;
    • 7.2.4. 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;
    • 7.2.5. 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;
    • 7.2.6. take any action which imposes an unreasonable or disproportionately large load on the Kamma Platform’s infrastructure;
    • 7.2.7. gain or attempt to gain unauthorised access to any computer system or network connected to the Kamma Platform; or
    • 7.2.8. use Kamma Data for any purpose which is or may be competitive with business of Kamma;
    • 7.2.9. add and archive properties in quick succession in order to circumvent the Intended Use.
  • 7.3. 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 Seller’s cancellation rights, the Customer agrees to fully indemnify Kamma, its officers, employees, Affiliates, agents, and distributors, from any liability related to the resale, including, without limitation, attorneys’ fees and costs

8. Hosting

  • 8.1. 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.
  • 8.2. 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.

9. Training and Consultation

  • 9.1. Kamma will provide training in the use of Kamma as set out in the Subscription Services Schedule.
  • 9.2. 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.
  • 9.3. Customer shall ensure that all Authorised Users are adequately trained in the proper use of Kamma.

10. Suspension of Service

  • 10.1. Without prejudice to any other rights and remedies that Kamma may have, Kamma may suspend access to Kamma:
    • 10.1.1. 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;
    • 10.1.2. 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
    • 10.1.3. 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.
  • 10.2. 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).

11. Customer Data

  • 11.1. 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 Kamma to Customer and Authorized Users.
  • 11.2. 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.
  • 11.3. Customer acknowledges that Kamma is not responsible for Data and that Customer is responsible for the legality, reliability, integrity, accuracy, completeness and quality of Data.
  • 11.4. In the event of any loss of or damage to any 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.
  • 11.5. 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:
    • 11.5.1. contains any content that is libellous, defamatory, obscene, pornographic or sexually explicit, abusive or otherwise violates any law;
    • 11.5.2. infringes any patent, trade mark, database right, trade secret, copyright or other proprietary right of any party;
    • 11.5.3. it does not have the right to transmit under any law or contractual relationship (such as confidential information); or
    • 11.5.4. 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.

12. Data Protection

  • 12.1. Each party confirms that, in the performance of the Agreement, it will comply with Data Protection Laws.
  • 12.2. The Customer acknowledges and agrees with Kamma that, to the extent that Data contain any Personal Data, Kamma shall be a Data Controller in respect of such Personal Data during and after the expiry of the Term.
  • 12.3. The Customer warrants to and undertakes with Kamma that:
    • 12.3.1. in relation to Personal Data disclosed to Kamma, it shall ensure that it provides clear and sufficient information to the 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 Article 13 of the GDPR including information explaining the disclosure of their Personal Data to Kamma and the uses which Kamma may make of their Personal Data;
    • 12.3.2. 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.
  • 12.4. Kamma warrants to and undertakes with the Customer that it shall use such Personal Data in accordance with the terms of its Privacy Policy for the time being in force, which can be accessed at www.kammadata.com/privacy.

13. Third Party Providers

  • 13.1. 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.

14. Intellectual Property

  • 14.1. All Intellectual Property Rights in and to the Kamma Platform and Kamma Data shall be and remain vested in Kamma.
  • 14.2. 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.

15. Intellectual Property Indemnity

  • 15.1. 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:
    • 15.1.1. Kamma is given prompt notice of any the Claim;
    • 15.1.1. Kamma is given prompt notice of any the Claim;
    • 15.1.3. Kamma is given sole authority to defend or settle the Claim.
  • 15.2. 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.
  • 15.3. Kamma shall have no liability if the infringement alleged in the Claim is based on:
    • 15.3.1. any Data;
    • 115.3.2. 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;
    • 15.3.3. 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;
    • 15.3.4. changes or additions to the Kamma Platform by Customer or any third party; or
    • 15.3.5. combination, operation or use of the Kamma Platform with any third party program or equipment.
  • 15.4. 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.
  • 15.5. 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 15.3.

16. Confidentiality

  • 16.1. 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.
  • 16.2. 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.
  • 16.3. This clause will not extend to information that:
    • 16.3.1. is or becomes publicly known other than through any act or omission of the receiving party;
    • 16.3.2. was in the other party’s lawful possession before the disclosure;
    • 16.3.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
    • 16.3.4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
    • 16.3.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
  • 16.4. 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.
  • 16.5. These obligations of confidentiality will survive any termination of the Contract.

17. Branding

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

18. Disclaimer

  • 18.1. 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:
    • 18.1.1. that the operation or use of the Kamma Platform will be error-free or uninterrupted or that any defect will be corrected; or
    • 18.1.2. 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.
  • 18.2. The Customer acknowledges that Kamma Data been compiled from both internal and external sources. While Kamma uses reasonable endeavours to ensure the reliability of Kamma Data, Kamma does not represent or warrant that Kamma Data is accurate, complete, up-to-date or error-free.
  • 18.3. 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.
  • 18.4. Save as expressly set out in the Contract, 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.

19. Liability

  • 19.1. Nothing in the Contract shall be deemed to limit or exclude the liability of Kamma for:
    • 19.1.1. death or personal injury caused by its negligence;
    • 19.1.2. fraud or fraudulent misrepresentation; or
    • 19.1.3. any other liability that cannot by law be limited or excluded.
  • 19.2. 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:
    • 19.2.1. any special, indirect or consequential loss or damage;
    • 19.2.1. any special, indirect or consequential loss or damage;
    • 19.2.1. any special, indirect or consequential loss or damage;
  • 19.3. Subject to clause 18.1, Kamma’s maximum liability to Customer in respect of any claim (or series of connected 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 paid by Customer under the Contract during the twelve (12) month period immediately before the date on which the cause of action first arose.
  • 19.4 .Customer shall indemnify and hold Kamma harmless from any claims (including third party claims), losses, damages, demands, costs, expenses (including legal costs and expenses) fines and any other liabilities whatsoever arising from:
    • 19.4.1. any breach by Customer of the Contract;
    • 19.4.2. 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
    • 19.4.3. any breach by any Authorised User or other such person of the Terms of Use.

20. Term and Termination

  • 20.1. The Contract will commence on the Effective Date and shall continue for the Initial Term and automatically thereafter. After the Initial Term the Contract may be terminated for convenience and without cause at any time by either party giving at least three months’ notice in writing to the other, subject to the termination provisions of clauses 19.1 and 19.2 (“Term”). Either party may terminate the Contract with immediate effect by giving written notice to the other party if:
    • 20.1.1. 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;
    • 20.1.2. 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;
    • 20.1.3. a receiver is appointed in respect of the whole or any part of the assets of the other;
    • 20.1.4. an administration order is made in respect of the other; or
    • 20.1.5. the other enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors.
  • 20.2. Kamma may terminate the Contract by notice in writing to Customer having immediate effect if Customer:
    • 20.2.1. 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
    • 20.2.2. infringes Kamma’s or its third party licensor’s Intellectual Property Rights.

21. Consequences of Termination

  • 21.1. On termination of the Contract however arising:
    • 21.1.1. 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;
    • 21.1.2. Kamma may discontinue provision of the Services; and
    • 21.1.3. Kamma may disable Customer’s and Authorised Users’ access to the Kamma Platform.
  • 21.2. Termination shall not affect or prejudice the accrued rights of the parties as at termination.
  • 21.3. The provisions of clauses 11 (Data Protection), 13 (Intellectual Property Rights), 15 (Confidentiality), 17 (Disclaimer) and 18 (Liability) shall survive termination of the Contract for any reason.

22. Assignment and Subcontracting

  • 22.1. 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).
  • 22.2. Kamma may without Customer’s prior written consent:
    • 22.2.1. 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
    • 22.2.2. 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.
  • 22.3. Any attempted assignment, transfer or other dealing in violation of this clause 21 will be void and without effect.

23. General

  • 23.1. Variation. No amendment or variation of the Contract shall be effective unless it is in writing, refers to the Contract and is duly signed or executed by a duly authorised representative of each of the parties.
  • 23.2. 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.
  • 23.3. 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).
  • 23.4. 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.
  • 23.5. 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.
  • 23.6. 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.
  • 23.7. 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.
  • 23.8. 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.
  • 23.9. 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.
  • 23.10. 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.
  • 23.11. 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.
  • 23.12. 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.
CONTACT US

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