Kirmada Terms and Conditions

Welcome to Kirmada! We provide productivity software (Software) where you can use our web browser built around servicing clients and effortlessly organise all your client’s work into workspaces for the ultimate always-organised experience.

In these terms and conditions (Terms), when we say you or your, we mean both you and, if applicable, any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean Kirmada Ltd, a company registered in England and Wales with company number 12457948.

These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms or throughout these Terms.

For questions about these Terms, or to get in touch with us, contact us using the details below:

These Terms were last updated on 13 May 2024.

1. Engagement and Term

1.1 These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you and each Authorised User a right to use our Services for this period of time only (which may be suspended or revoked in accordance with these Terms).

1.2 You and each Authorised User must be at least 16 years old to use the Software.

1.3 We may amend these Terms at any time, by providing written notice to you. The Terms will apply from your next Payment Date. By continuing to use our Software after the next Payment Date, you agree to the amended Terms. If you do not agree to the amendment, you must close your Account with us prior to the next Payment Date, in accordance with clause 16.

1.4 If you are using the Software on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.

1.5 If you sign up for an Account through our website as a consumer, and you expressly request that we start providing you the Services within your 14-day cancellation period, you acknowledge that you will lose your right to cancel within the first 14 days under Consumer Laws.

2. Our Services

2.1 We provide the following services to you:
(a) access to use and download our Software; and
(b) access our troubleshooting support (Support Services),
(collectively, our Services).

2.2 You may download and access our Software on a Microsoft Windows, MacOS or Linux operating system on your computer. You should ensure that any device you use to access the Services is compatible with the Software.

2.3 If you require Support Services, you may request these by getting in touch with us through our website.

2.4 Unless we agree otherwise, Support Services cannot be used to support any other products or services, and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.

2.5 Our Services do not constitute, and are not a substitute for, financial, legal or risk management advice.

2.6 In consideration of your payment of the Fees, we will provide the Software in accordance with these Terms and all applicable laws, whether ourselves or through our personnel. We warrant to you that the Software will be provided using reasonable care and skill.

2.7 We will not be responsible for any other services unless expressly set out in these Terms or on our Software.

2.8 Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us).

2.9 Third Party Products or Services: Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Software), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise.

3. Accounts

3.1 You must register on the Software and create an account (Account) to access and use our Software. When registering, you can choose which subscription you would like to purchase.

3.2 While you have an Account with us, you agree to keep your information up-to-date (and ensure it remains true, accurate and complete).

3.3 You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details, and any activity from one of your Authorised Users. You agree to immediately notify us of any unauthorised use of your Account.

3.4 We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Software). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

4. Authorised Users

4.1 If set out in your Account, you may be permitted to invite a number of users to the Software, who will be permitted to access and use the Software under your Account (Authorised Users). We agree to provide you with the number of Authorised Users as set out in your Account.

4.2 The Authorised Users will have permission to access certain features of the Software and your Account, as detailed in your Account.

4.3 You must ensure that each Authorised User complies with these Terms and our End User Licence Agreement. You are responsible and liable for the acts or omissions of your Authorised Users.

4.4 Each Authorised User must agree to our End User Licence Agreement available to each Authorised User when they download the Software in order to access the Software.

5. Workspaces

5.1 You may create one or more Workspaces within the Software and invite third parties to access and use the Workspace(s) (Third-Party Users).

5.2 You are solely responsible for managing and controlling access to your Workspaces, including determining which Third-Party Users to invite and the level of access or permissions granted to them.

5.3 Third-Party Users must create their own accounts and agree to the terms of this Agreement before accessing your Workspaces.

5.4 You acknowledge and agree that you are solely responsible for the security and confidentiality of any credentials, access codes, or other means of authentication provided to Third-Party Users to access your Workspaces.

5.5 We shall not be responsible or liable for any acts, omissions, violations of any applicable laws or breaches by any Third-Party Users invited by you to your Workspaces, or for any consequences arising from your decision to grant access to your Workspaces to Third-Party Users.

6. Third Party Services

6.1 You acknowledge and agree that the Services may interact with, or be reliant on, certain Third Party Services, including your operating system and any third party websites, links, content, materials and applications you access through the Software.

6.2 You acknowledge and agree that:
(a) you are responsible for obtaining and managing all licences for the relevant Third Party Services;
(b) you are responsible for paying all fees related to the Third Party Services; and
(c) you agree to comply with terms and conditions applicable to the relevant Third Party Services at all times.

6.3 We do not make any warranty or representation in respect of any Third Party Services.

6.4 To the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with any Third Party Services.

6.5 This clause 6 will survive the termination or expiry of this Agreement.

7. Changes to the Services requested by you

7.1 If you wish to change the Services (for example, by upgrading to a different subscription, or varying the number of Authorised Users associated with your Account), you must provide notice to us [through your Account/via email] that you wish to vary the Services [at least 24 hours] before the next Payment Date.

7.2 If you vary the Services and the Fees increase, we will charge you for the increase in the Fees on a pro-rata basis for the remainder of the period until your next Payment Date, and you will have access to the additional Services features from the date you make such payment.

8. Changes to the Software

8.1 Minor changes to the Software: We may change the Software:
(a) to reflect changes in relevant laws and regulatory requirements; and

(b) to implement minor technical adjustments, improvements, and to keep up-to-date with technological advancements. These changes will not substantially affect your use of the Software.

8.2 More significant changes to the Software: We will try to avoid making any significant changes to the Services which are likely to materially disadvantage your use of the Services. However, where we intend to make a change to the Software which may materially disadvantage your use of the Services, we will notify you in advance of making any changes, and you may then contact us to terminate these Terms and receive a full refund for any unused Services (if applicable) before the changes take effect.

9. Minimum Term and Fees

9.1 The Services may begin with a free trial. The free trial period of the Services will last for the period specified in your Account. We determine free trial eligibility in our sole discretion and we may limit eligibility to prevent free trial abuse. We reserve the right to revoke the free trial and suspend your Account at any time in the event that we determine that you are not eligible. Free trials are only available for new Account holders. If you do not cancel during the free trial period, we will charge your chosen payment method for the Services you have chosen and its corresponding fees (Fees) on the day your free trial ends (Payment Date).

9.2 The payment methods we offer for the Fees are set out on our website. We may offer payment through a third-party. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.

9.3 You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.

9.4 You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us (whether under these Terms or otherwise).

9.5 We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.

9.6 To the extent permitted by law, and subject to your rights to cancel these Terms under clause 10 where you are a consumer for the purposes of the Consumer Laws, the Fees are non-refundable and non-cancellable once paid.

9.7 We may need to change the Fees from time to time. If we change the Fees, we will provide you with [30 days’] notice of the change. After [30 days], we will apply the updated Fee to the Services on the next Payment Date. If the updated Fee is not acceptable to you, you may cancel the Services in accordance with the ‘Cancellation’ clause.

9.8 You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

10. Your right to change your mind

10.1 This clause 10 applies where you set up an Account for the Software in your capacity as a ‘consumer’, as that term is defined in Consumer Laws.

10.2 Except as set out below, you have the right to cancel your purchase of the Services, and receive a full refund of the Fees, without giving any reason, any time up to 14 days after the day you accept these Terms (Cooling-off Period). We agree not to provide you with access to the Software during the Cooling-off Period, unless you make an express request for us to do so. You acknowledge and agree that after you have accepted these Terms, if you instruct us to provide you with access to the Software (i.e. by downloading the Software or logging in) during the Cooling-off Period, this will be taken to be an express request by you, and you will lose your right to cancel.

10.3 When you don’t have the right to change your mind: You do not have a right to change your mind and cancel the Services during the Cooling-off Period if you expressly request to access the Software during the Cooling-off Period.

10.4 Tell us you want to cancel these Terms: If you want to cancel or terminate these Terms in accordance with this clause 10, you should contact us using the contact details set out at the start of these Terms, or by using the Model Cancellation Form at Attachment 1 to these Terms.

10.5 When your refund will be made: We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind under this clause 10, then your refund will be made within 14 days of your telling us you have changed your mind.

11. Software Licence

11.1 While you have an Account, we grant you a right to download and use our Software (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person.

11.2 You must not:

(a) access or use our Software in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;

(b) interfere with or interrupt the supply of our Software, or any other person’s access to or use of our Software;

(c) introduce any viruses or other malicious software code into our Software;

(d) use any unauthorised or modified version of our Software, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Software;

(e) attempt to access any data or log into any server or account that you are not expressly authorised to access;

(f) use our Software in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;

(g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or

(h) access or use our Software to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

12. Availability, Disruption and Downtime

12.1 While we strive to always make our Services available to you, we do not make any guarantees that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

12.2 Our Services (including our Software) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

12.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.

13. Intellectual Property and Data

13.1 You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the Software, the Software itself (including how it looks and functions), any algorithms or machine learning models used on the Software, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property (Our Intellectual Property) will at all times vest, or remain vested, in us.

13.2 Where you are using our Services as a consumer, we authorise you to use Our Intellectual Property solely for your personal use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party.

13.3 Where you are using our Services as a business, we authorise you to use Our Intellectual Property solely for your limited commercial use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party. Use must be limited to Authorised Users on devices that are controlled or approved by you.

13.4 You must not, without our prior written consent:

(a) copy, in whole or in part, any of Our Intellectual Property;

(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or

(c) breach any intellectual property rights connected with the Software, including (without limitation) altering or modifying any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.

Your Data

13.5 You own all data, information, personal data, or content you and your Authorised Users upload into the Software (Your Data), as well as any data or information output from the Software using Your Data as input (Output Data). Note that Output Data does not include the Analytics (as described below).

13.6 You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use Your Data and the Output Data to:

(a) communicate with you;

(b) supply the Software to you and otherwise perform our obligations under these Terms;

(c) diagnose problems with the Software;

(d) enhance and otherwise modify the Software;

(e) perform Analytics;

(f) develop other services, provided we de-identify Your Data; and

(g) as reasonably required to perform our obligations under these Terms.

13.7 You agree that you are solely responsible for all of Your Data that you and your Authorised Users make available on or through the Software. You represent and warrant that:

(a) you are either the sole and exclusive owner of Your Data or you have all rights, licences, consents and releases that are necessary to grant to us the rights in Your Data (as contemplated by these Terms); and

(b) neither Your Data nor the posting, uploading, publication, submission or transmission of Your Data or our use of Your Data on, through or by means of our Software will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

13.8 You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Software, in an aggregated and anonymised format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own business purposes, provided that the Analytics do not contain any identifying information.

13.9 We do not endorse or approve, and are not responsible for, any of Your Data.

13.10 You are responsible for (meaning we are not liable for) the integrity of Your Data on your systems, networks or any device controlled by you.

13.11 You acknowledge and agree that the Software and the integrity and accuracy of the Output Data is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Software.

13.12 This clause will survive the termination or expiry of these Terms.

14. Your Warranties

14.1 You represent, warrant and agree that:

(a) you will not use our Software, including Our Intellectual Property, in any way that competes with our business;

(b) there are no legal restrictions preventing you from entering into these Terms;

(c) all information and documentation that you provide to us in connection with these Terms is true, correct and complete; and

(d) you have not relied on any representations or warranties made by us in relation to the Software (including as to whether the Software is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.

15. Limitations on and Exclusions to our Liability

15.1 Neither Party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

15.2 The restrictions on liability in this clause 15 apply to every liability arising under or in connection with these Terms including liability in statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise.

15.3 Nothing in these Terms limits any Liability which cannot legally be limited, including Liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) defective products under the Consumer Protection Act 1987.

15.4 This clause 15.4 applies to the extent that the Software is considered digital content. If the Software is defective and it damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

15.5 To the maximum extent permitted by law, we shall have no Liability for any Third Party Products or Services, or any unavailability of the Software due to a failure of the Third Party Products or Services.

15.6 Subject to clauses 15.1 (no limitation in respect of deliberate default), clause 15.4 (damage caused by defective digital content) and 15.3 (liability which cannot legally be limited), but despite anything to the contrary, to the maximum extent permitted by law:

(a) you agree to indemnify us for any Liability we incur due to your breach of the Software Licence clause (clause 11) and the Intellectual Property and Data clause (clause 13) of these Terms;

(b) where you are using the Software as a business, neither Party will be liable for any Consequential Loss;

(c) we only supply the Software to consumers for domestic and private use. If you use the Software for any commercial, business or re-sale purpose we will have no liability to you for liability involving any loss of profit, loss of business, business interruption, or loss of business opportunity;

(d) where you are using the Software as a consumer, and either Party fails to comply with these Terms, neither Party will be responsible for any losses that the other Party suffers as a result, except for those losses which are a foreseeable consequence of the failure to comply with these Terms;

(e) a party’s liability for any liability under these Terms will be reduced proportionately to the extent the relevant liability was caused or contributed to by the acts or omissions of the other party, including any failure by that other party to mitigate its loss; and

(f) our aggregate liability for any liability arising from or in connection with these Terms will be limited to us resupplying the Services to you or, in our sole discretion, to 100% of the Fees paid by you to us in the first 12 months of the Term.

15.7 Subject to clauses 15.1, 15.4 and 15.3, but despite anything to the contrary, if either Party fails to comply with this Agreement, neither Party will be responsible for any losses that the other Party suffers as a result, except for those losses which are a foreseeable consequence of the failure to comply with this Agreement.

15.8 We have given commitments as to the compliance of the Software with these Terms and applicable Laws in clause 2.6. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the maximum extent permitted by law, excluded from these Terms.

15.9 This clause will survive the termination or expiry of these Terms.

16. Termination

16.1 Cancellation: You may request to cancel the Services at any time by notifying us via the ‘cancel my Account’ feature in your Account. Your cancellation will take effect from the next Payment Date. If you cancel the Services because we have changed the Services inclusions and the change has a substantial and adverse impact on you, or we have changed the Fees, then the termination of the Services will be immediate, and we will refund you for any Fees that you have paid upfront but have not been used on a pro-rata basis.

16.2 We may terminate these Terms (meaning you will lose access to our Services, including access to your Account) if:

(a) you do not pay the Fees as they fall due;

(b) you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;

(c) you breach these Terms and that breach cannot be remedied; or

(d) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

16.3 Should we suspect that you are in breach of these Terms, we may suspend your access to the Software while we investigate the suspected breach.

16.4 Upon expiry or termination of the Services, we will retain Your Data (including copies) as required by law or regulatory requirements (and where we have entered into a data processing agreement with you, in accordance with the data processing agreement).

16.5 Where termination is due to our breach of these Terms, we agree to refund you for any prepaid unused Fees on a pro-rata basis.

16.6 Termination of the Services will not affect any rights or liabilities that a Party has accrued under these Terms.

16.7 This clause will survive the termination or expiry of these Terms.

17. General

17.1 Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

17.2 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

17.3 Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.

17.4 Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
If the Dispute is not resolved at that initial meeting:

(a) where you are resident or incorporated in England and Wales, refer the matter to mediation, administered by The Centre for Effective Dispute Resolution; or

(b) where you are not resident or incorporated in England and Wales, refer the matter to arbitration administered by the London Court of International Arbitration (LCIA), with such arbitration to be conducted in London, before one arbitrator, in English and in accordance with the LCIA Arbitration Rules.

17.5 Force Majeure: To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of our reasonable control.

17.6 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

17.7 Governing law: These Terms are governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts. The Software may be accessed in the UK and overseas. We make no representation that the Software complies with the laws (including intellectual property laws) of any country outside of the UK. If you access the Software from outside the UK, you do so at your own risk and are responsible for complying with the laws in the place you access the Software. The United Nations Convention of Contracts for the International Sale of Goods is expressly excluded from these Terms.

17.8 Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

17.9 Publicity: You agree that, subject to your prior written consent, we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.

17.10 Privacy: All personal data you and your Authorised Users provide to us will be treated in accordance with Applicable Data Protection Law. To the extent that we act as the Processor of any Personal Data of which you are the Controller (as these terms are defined in the Data Protection Act 2018), the Parties each agree to comply with the terms of our Data Processing Agreement, which is available on our website here and forms part of these Terms.

17.11 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

18. Definitions

Applicable Data Protection Law means the laws and regulations applicable to the processing of Personal Data by the Parties in connection with the Terms, including the Data Protection Act 2018.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Consumer Laws means any laws applying to you as a consumer, including the Consumer Rights Act 2015 and The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

Intellectual Property means any copyright, registered or unregistered designs, patents or trademarks, business names, get-up, goodwill, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application for registration of, and any improvements, enhancements or modifications of, the foregoing, and any right to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future, including in respect of the foregoing.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

Third Party Services means third parties or any goods and services provided by third parties, including website, applications and other content accessible through the Software which the provision of the Services may be contingent on, or impacted by.