Terms and conditions

Welcome to Kaiku. Before you start enjoying our platform and services we have to set out a few ground rules (the boring bit). We have done our best to make them as easy to understand as possible but if you have any questions at all, feel free to get in contact at hello@kaiku.co.

WHO WE ARE

We are Kaiku Ltd, trading as Kaiku (and formerly AGORA), a company incorporated and registered in England and Wales with company number 11709697. Our registered office is at is 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom (Kaiku, we, our, us).

THESE TERMS

This section tells you what the purpose of these terms are.

These terms and conditions (together with the documents referred to in them) (the Terms) govern your relationship with us when you access our website located at kaiku.co (the Website) and, access our interactive platform via the Website or a third party platform (Web App). We refer to our Website and Web App together as the Platform, and references to the Platform include either or both of them.

We recommend that you read these Terms carefully before you start to use any part of our Platform, this is because once you start using our Platform in any way you are taken to have understood and accepted these Terms. They will form a binding agreement between you and us so if you have any questions, please let us know.

Alongside these Terms, we may enter into a separately agreed written contract between us, such as an engagement letter, which shall incorporate these Terms and take priority in all cases in case of conflict with these Terms, including without limitation in respect of fee arrangements and payment terms (Bespoke Terms).

OTHER APPLICABLE TERMS

These terms also include our Privacy Policy (the Privacy Policy). We encourage you to give the Privacy Policy a read as it sets out the terms on which we process (collect, use, share, etc.) any personal data we collect from you or that you provide to us.

CHANGES TO THESE TERMS

We may from time to time amend these Terms to ensure that we remain compliant with relevant laws and regulations or to keep up to date with improvements or changes we might make to the services and experiences we can offer to you via the Platform.

We don't expect you to check these Terms every time you use our Platform but equally we don't want to bombard you with every little update. We just ask that you check this page from time to time to take notice of any changes we have made. This is important because by continuing to use the Website and/or the App after changes are made, you are accepting those changes and will be bound by them.

THE PLATFORM

We offer the Platform mainly in order to:

• tell you about the services we offer to startups, investors and other commercial partners and organisations (Services) and access those Services;
• in particular, as a startup to gain exposure and/or be introduced to and be matched with investors;
• in particular, as an investor or other commercial partner or organisation, to gain access to startups which have signed up through the Platform, and/or be introduced to and matched with them;
• allow you to sign up and create an account with us and access those Services, where applicable once you have paid the relevant fees as outlined on the Platform;
• provide you with a method to contact us;
• consume and engage with Content(which means any audio, video, text, images, trademarks, logos or other content which may be made available to you by us and may sometimes include content which is owned or controlled by third parties which we are permitted to make available to you);
• search for and connect with potential investors, partners and investee companies (depending on the type of user you are);
• sign up for events, including digital events such as webinars and courses, and in-person events such as organised meetups and group learning sessions.
• receive notifications via push notifications, emails, SMS and when using the Platform. These messages may include information about your account, our Content, the Kaiku community, and general product information;
• provide you with a platform to connect with other people;
• click on links to our social media channels, such as on Facebook, LinkedIn and Instagram;
• access customer support from our support team; and
• access our legal and data protection policies

Visitors to the Website may also sign up to receive newsletters from us. We will require only an email address for this purpose. Please refer to our Privacy Policy for more information on how we process your personal data.

The list above is not necessarily a complete list of the functions of the Platform and we may decide to offer additional Platform functions, or stop providing any Platform functions, at any time.

MEMBER REGISTRATION

This section provides information about how you can sign up to use the Platform, whether as a startup or an investor.

To use the Platform and access the Web App as a member (Member), you may have to register to create an account and provide a series of information based on whether you are a startup seeking investment, or an investor or other organisation reviewing startups, their content and/or possible future investments. You will be required to provide the relevant information when prompted, which will be processed in accordance with our privacy policy. In particular, we require accurate information so that we can use it to accurately match startups and their potential investors and/or partners, based on criteria which we set.

If you do not provide the information or provide untrue information, we will not be able to provide you with our services to the best of our capabilities. We reserve the right to temporarily or permanently suspend any user who we become aware has provided us with untruthful or incomplete information.

Access to certain functions may only be available to paying Members.

You are responsible for looking after your password and account information. This means that you are responsible for all activities that happen under your password or account and for any access to or use of Platform by you or any person using your password, even if that access or use has not been authorised by you.

Please immediately notify us of any unauthorised use of your password or account or any other breach of security relating to the Platform. We are not responsible for any loss or damage caused by the disclosure of your login details to someone else.

You are responsible for ensuring that the information we hold about you is up to date. Please amend your details as appropriate from time to time or email hello@kaiku.co to notify us of any changes.

OUR ROLE IN CONNECTING STARTUPS, INVESTORS AND ADVISORS

A core part of our Platform exists to connect startups with investors and service-providers they may need (Connections). Part of this may be performed manually by our time, and part of this may be facilitated through our Platform and matchmaking technology. Once a Connection is made, either directly on the Platform, or manually by a member of the Kaiku team, any contractual or other relationship then initiated between a startup, an investor and/or other service provider or organisation is an entirely separate relationship which Kaiku is not a party to (unless otherwise agreed by Kaiku in writing). This includes where we charge a fee for making any such Connection. Our involvement in making Connections is limited to our obligations as set out in these Terms and any separate Bespoke Terms, and anything beyond these obligations will be beyond our reasonable control. Kaiku is not a party to any startup-investor, startup-partner or startup-supplier contract (or similar), regardless of whether such contract is explicit or implicit, including where we are referred to as an intermediary in any such contract.

Kaiku may charge commission fees on investments concluded, for example where we have made a Connection between a startup and investor (including where they have been introduced automatically through the Platform or by a member of the Kaiku team) (Commission). Commission fees payable by Members will be recorded in separate Bespoke Terms. In such cases, Commission is payable in consideration for network introductions and Kaiku does not warrant or represent the quality, credentials or investment-worthiness of any startup.

Startups, investors, organisations and service providers using our Platform acknowledge that Kaiku is an intermediary in arrangements between them but cannot guarantee the performance by either or any party of their respective obligations under a separate agreement. Kaiku holds no liability beyond what is stated in these Terms or other written agreements signed by an authorised signatory of Kaiku. Any disputes under third party contracts must be handled independently and if needed with competent authorities. This includes where any relevant amount has been discounted where a user has used a Kaiku discount voucher to access a third party’s services by virtue of a Kaiku separate commercial relationship with that third party.

You understand that Kaiku is not required to provide you with any minimum time commitment, level of information or service level or minimum number of type of matches with startups, investors, organisations, advisors or other commercial partners or organisations. Kaiku does not warrant, warrant for or represent the quality, credentials, or actions of any individual or organisation. Kaiku is not governed or regulated by the Financial Conduct Authority. As such Kaiku does not provide financial advice or investment promotional services on behalf of startups, investors or otherwise. Equally, we encourage users to please inform us as soon as possible should any incident occur or reason for complaint arise in respect of a particular startup, investor or service provider, so that we can take appropriate action on our Platform. We reserve full discretion to take such action as we deem appropriate in circumstances where we receive complaints, including to remove certain individuals or businesses from the Platform without notice.

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PLATFORM FEES AND PAYMENT
This section describes where fees may be payable.

Platform and Service Fees

Access to some of our services and Platform functions can be obtained by Members on payment of the relevant one-off or subscription fees (the Fees and Subscription Fees).

Subject to any Bespoke Terms, Subscription Fees may be payable on a monthly or annual basis, depending on the type of Membership or services you choose, and Fees for one-off services are payable on a pay as you go basis as applicable. In all cases prices will appear on the relevant page(s) of the Website or Web App before payment is confirmed.  

We may change our prices at any time by posting new prices on the Platform, but such changes will not affect you during the period of your existing subscription as at the date of any such change.

We accept cards (via Stripe), PayPal, Google Pay, and Apple Pay for payment. By paying using your credit or debit card you confirm that the card is yours and that there are sufficient funds or credit available to cover the relevant Fees or Subscription Fees.

Alternatively, including where agreed in Bespoke Terms, we will invoice you for any amounts agreed with you and due to us whether under these Terms or a separate binding contract.

Period of Engagement

These Terms apply from the date on which you sign up with Kaiku and continue for an initial term of 12 months, which will auto-renew for successive 12-month terms unless either party provides 30 days written notice to the other not to renew (the “Term”), or unless otherwise terminated by Kaiku.

You agree that Kaiku is not required to provide you with any minimum time commitment or service level, and Kaiku is not governed or regulated by the Financial Conduct Authority. As such Kaiku does not provide financial advice or investment promotional services on behalf of start-ups, investors or otherwise.

Fees General

The default position is that all sums payable by you under these Terms or any Bespoke Terms (the Fees), subject to agreement otherwise in Bespoke Terms, shall be payable in GBP (unless we indicate otherwise) within 7 days of the date of Kaiku’s invoice, or in the case of Commissions payable, the payment of the relevant investment funds. Where investment funds are payable in instalments, Fees shall be payable in the same proportions once funds are actually transferred. Termination of these Terms or Bespoke Terms shall not release any party to such terms of an obligation to make payments due.

All sums payable by you shall be paid gross, free and clear of any rights of counterclaim or set-off and without any deduction or withholding, unless the deduction or withholding is required by law. If any deduction or withholding is required by law, then you will pay such additional amount as shall be required to ensure that the net amount received and retained (free of any liability) by Kaiku equals the full amount which would have been received by it had no such deduction or withholding been required.

We will confirm with you in advance and we will provide you with estimates of anticipated fees, disbursements and charges for any services for which additional Fees may be due to those stated through the Platform. These estimates are only indicative of the amounts you can expect to be charged. Estimates are not binding and may be subject to change.

VAT will be charged and payable in addition to any stated Fees on the Platform or otherwise.

PLATFORM LICENCE RESTRICTIONS

This section tells you what you're not allowed to do with the Platform or Content.

Except as expressly allowed in these Terms, you may not:

• copy the Platform or Content (except where such copying is expressly permitted by us);● transfer the Platform or Content to anyone else;
• sub-license or otherwise make the Platform or Content available in whole or in part (and whether in object or source code form) to any person;
• make any alterations to, or modifications of, the Platform or Content; or
• disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform or Content or attempt to do so,
  (together the Platform Licence Restrictions).

ACCEPTABLE USE RESTRICTIONS

You may use the Platform only for personal and lawful purposes. In particular, but without limitation, you agree not to:

• use any part of the Platform in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
• use, share, or otherwise exploit any part of the Platform for any commercial, business, or monetised purpose whatsoever;
• reproduce, duplicate, copy, share, or re-sell any part of the Platform in contravention of these Terms;
• use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
• transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of the Platform; or
• access without authority, interfere with, damage or disrupt (a) any part of the Platform; (b) any equipment or network on which any part of the Platform is stored; (c) any software used in the provision of the Platform; or (d) any equipment, network or software owned or used by any third party,
  (together the Acceptable Use Restrictions).

TERMINATION OF YOUR RIGHTS

We may end your rights under these Terms immediately and without notice if:

• you have breached any of the Platform Licence Restrictions or the Acceptable Use Restrictions;
• we believe in our sole discretion that your use of the Platform is unsuitable in any way; or
• you are otherwise in breach of these Terms.

If we end your rights under these Terms:

• you must immediately stop all activities authorised by these Terms, including your access to all parts of the Platform; and
• you must immediately delete or remove any part of the Platform from all devices then in your possession, custody or control and, if required, confirm to us that you have done so.

You agree that You are responsible for and will indemnify us and hold us harmless for all losses, expenses, damages and costs, including legal fees reasonably incurred, resulting from any violation of these Terms by you, or any wrongful or negligent activity related to your use of our Platform and Services, whether or not we elect to terminate your account with us.

Unauthorised use of this Platform may give rise to a claim for damages and/or be a criminal offence, and you agree that we may be entitled to seek injunctive or other equitable relief if we believe damages may not be a sufficient remedy.

‍INTELLECTUAL PROPERTY RIGHTS AND USER CONTENT

This section sets out who owns what in terms of the Platform, Content and User Content (as defined below). It also sets out how we will treat any Content that you provide to us and what your obligations are in relation to that Content.  

You agree that:

INTERACTION AND REPORTING

From time to time we may make available interactive services such as webinars or forums on the Platform. Where we do so we will provide clear information as to whether it is moderated or not.

Please note that we may partner with third parties to provide educational or other information to our users and community generally and you understand: (i) those third parties are independent from Kaiku and we are not liable or responsible for the information they provide, (ii) we cannot moderate webinars, forums and educational sessions in real time and so things that are said or posted (except by us directly) are outside of our reasonable control, and (ii) all such educational content or other information is for information purposes only and at no point may be considered formally engaged and actionable advice (whether financial, tax, legal or otherwise). Should you wish to obtain actionable advice (i.e. advice which is custom to you and which you could legally enforce against the provider of it, such as for negligence), then you will need to enter formal engagement terms with the relevant third party.

If you see any Content or User Content which appears on our Platform which you find inappropriate then you can notify us and request that such content is removed by emailing hello@kaiku.co. Content that does not comply with our standards from time to time will be removed as soon as reasonably practicable following notification.  

AVAILABILITY OF THE PLATFORM

This section explains that we try and keep the Website and Web App up and running at all times, but cannot promise that this will always be the case.

The Website and Web App are provided on an "as is" basis. We make no representations, warranties or guarantees of any kind regarding the availability or operation of the Website or the Web App, or that the Website or the Web App will be secure, uninterrupted or free of defects.

Your access to the Website and/or the Web App may be suspended or restricted occasionally to allow for maintenance, repairs, upgrades, or the introduction of new functions or services. We will not be liable to you if for any reason the Website and/or the App is unavailable at any time or for any period.

CANCELLING ORDERS AND MEMBERSHIP‍

If you paid a Fee for a one-off purchase of Services, that fee is non-refundable, unless we agree with you that we are unable to provide the relevant service. Memberships are available for commercial business purposes and as such 14-day cooling off periods are not applicable to our Services.

If you wish to cancel a Membership, then you can do so and the Membership payment will not auto-renew, and your Membership will continue until the end of the relevant period. Afterwards, you will revert back to being a free user.

DATA PROCESSING

Alongside our Privacy Policy, the Data Processing Agreement set out in the appendix to these Terms is incorporated within and forms a binding part of these Terms, covering where Kaiku acts as a data processor in respect of Personal Data for which the Member is the data controller.

LINKS AND COOKIES

We may link to other third party websites from which third party services can be obtained (such as those of startups seeking investment, professional service providers, event booking sites). Whilst we reasonably believe that these are reputable sources, you acknowledge that these other websites are independent from us and we make no representations or warranties as to the legitimacy, accuracy or quality of such third party services, and we do not accept any responsibility for their content, safety, practices or privacy policies. Essentially, we will do our best to ensure they are safe but you access any third party at your own risk.

Our Platform uses cookies to monitor browsing preferences. If you do allow cookies to be used, information may be stored by us for use by third parties in accordance with our Privacy Policy.

COMPUTER VIRUSES

We take steps to ensure that no part of the Platform will contain or spread any viruses or other malicious code but this section explains how you can best protect your devices.  

We recommend that you ensure that equipment used to access the Platform run up-to-date anti-virus software as a precaution, and you are advised to virus-check any materials downloaded from the Platform and regularly check for the presence of viruses and other malicious code.

To the full extent permitted by law we exclude liability for damage or loss of any kind caused by viruses or other harmful components originating or contracted from the Website and/or the App.

NO RELIANCE ON INFORMATION

Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on our Platform for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law. Any action you take based on such information is taken at your own risk.

It shall be your own responsibility to ensure that any products, services or information available through this Platform meet your specific requirements.

IF THERE IS A PROBLEM WITH THE PLATFORM

If you have any questions or complaints about the Website, Web App, Content or any Services, please contact us. You can contact us at hello@kaiku.co.

OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

We do not exclude or limit our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

We provide the Platform for private use only. You agree not to use Platform for any commercial or business purposes beyond the scope of these Terms, and we will have no liability to you for any direct loss, loss of profit, loss of revenue, loss of business or contracts, loss of anticipated savings, loss of data, loss of goodwill, business interruption, wasted management or office time, loss of business opportunity or any other loss or damage however arising whether through tort (including negligence), breach of contract or otherwise, whether direct or indirect and including where such loss or damage is foreseeable. To the fullest extent permitted by law we exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or equity.

We are not responsible for the acts or omissions of any user or third party.
Except as set out in these Terms, you accept and agree we will not be liable for any harmful effect that accessing the Platform and/or any Content may have on you, and you agree that you access Platform at your own risk.

Technical Matters

If any Content delivered by us using the Platform 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 that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow download, installation, or usage instructions or to have in place the minimum system requirements and anti-virus software advised by us.

Our Platform and Services

Each user understands that even if Kaiku has expertise in startup and investment matters, that Kaiku is not a Financial Conduct Authority (or equivalent) regulated entity and that any Content, education, connecting services or other assistance provided is not regulated financial advice and as such users will never under any circumstances have a right to make a claim against Kaiku relating to financial advice (whether as an investor or startup or other user).

Equally, each user understands that no part of the Platform or Services will ever constitute any other form of professional advice, such as investment advice or legal advice or tax advice or accounting advice. For these reasons, all professional liability in this regard is expressly disclaimed to the greatest extent permissible by law. Kaiku will never be considered responsible or liable for a user’s financial position, decision-making, losses, or other actions, and all users understand the scope and limitations of Kaiku’s role and purpose.

We are not intended to be a substitute for legal, tax, accounting, regulatory or financial advice & guidance that can be provided by your own solicitor, lawyer, accountant, tax or regulatory counsel and/or financial adviser. We are not licenced, authorised or insured to provide such advice and as such we do not do so. Where we offer guidance and support, including in exchange for Fees, you are taken to have understood and acknowledged the scope of our Services and our status as a non-regulated provider.

COMMUNICATIONS BETWEEN US

If you wish to contact us for any reason, you can do so by e-mail at hello@kaiku.co.  We will remain in contact with you in accordance with our privacy policy.

OTHER IMPORTANT TERMS

We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms.

If we do not enforce our rights against you, or if we delay in doing so, that does not mean that we have waived our rights against you, and it does not mean that you are relieved of your obligations under these Terms. If we do waive a breach by you, we will only do so in writing, and that will not mean that we will automatically waive any later breach by you.

Each of the terms and conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining terms and conditions will remain in full force and effect.

These Terms (including all incorporated terms such as our Privacy Policy) form the entire agreement between us and supersedes all prior agreement between us.  

These Terms are governed by English law and the courts of England and Wales have non-exclusive jurisdiction.

KAIKU LTD - DATA PROCESSING AGREEMENT

BACKGROUND

(A) This Data Processing Agreement (DPA) forms part of these terms and conditions (referenced in this DPA as the Terms) for where the Member requires Kaiku to process Personal Data on behalf of the Member.
(B) This DPA sets out the additional terms, requirements and conditions on which Kaiku will process Personal Data when providing services under the Terms. This DPA contains the mandatory clauses required by Article 28(3) of the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) for contracts between controllers and processors and the General Data Protection Regulation ((EU) 2016/679).

IT IS HEREBY AGREED

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1. Definitions and Interpretation

The following definitions and rules of interpretation apply in this DPA.

1.1 Definitions:

Business Purposes: the services to be provided by Kaiku to the Member as described in the Terms and any other purpose specifically identified in Appendix A.

Commissioner: the Information Commissioner (see Article 4(A3), UK GDPR and section 114, DPA 2018).

Controller: has the meaning given to it in the Data Protection Legislation.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).

Data Subject: the identified or identifiable living individual to whom the Personal Data relates.

EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

EEA: the European Economic Area.

Personal Data: means any information relating to an identified or identifiable living individual that is processed by Kaiku on behalf of the Member as a result of, or in connection with, the provision of the services under the Terms; an identifiable living individual is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the individual.

Processing, processes, processed, process: any activity that involves the use of the Personal Data. It includes, but is not limited to, any operation or set of operations which is performed on the Personal Data or on sets of the Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring the Personal Data to third-parties.

Personal Data Breach: a breach of security leading to the accidental, unauthorised or unlawful destruction, loss, alteration, disclosure of, or access to, the Personal Data.

Processor: a natural or legal person, public authority, agency or other body which processes personal data on behalf of the Controller.

Records: has the meaning given to it in Clause 12.

Standard Contractual Clauses: the standard contractual clauses published on June 4, 2021 by the European Commission adopting Implementing Decision and Annex on SCCs for the transfer of personal data from the EEA to non-EEA third countries to ensure compliance with the EU GDPR and nationally adopting legislation.

Term: this DPA's term as defined in Clause 10.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

1.2 This DPA is subject to the terms of the Terms and is incorporated into the Terms. Interpretations and defined terms set forth in the Terms apply to the interpretation of this DPA.

1.3 The Annexes form part of this DPA and the Terms as a whole and will have effect as if set out in full in the body of this DPA. Any reference to this DPA includes the Annexes.

1.4 A reference to writing or written includes email.

1.5 In the case of conflict or ambiguity between:

1.5.1 any provision contained in the body of this DPA and any provision contained in the Annexes, the provision in the body of this DPA will prevail;

1.5.2 the terms of any accompanying invoice or other documents annexed to this DPA and any provision contained in the Annexes, the provision contained in the Annexes will prevail; and

1.5.3 any of the provisions of this DPA and the provisions of the Terms, the provisions of this DPA will prevail.

2. Personal data types and processing purposes

2.1 The Member and Kaiku agree and acknowledge that for the purpose of the Data Protection Legislation:

2.1.1 the Member is the Controller and Kaiku is the Processor.

2.1.2 the Member retains control of the Personal Data and remains responsible for its compliance obligations under the Data Protection Legislation, including but not limited to, providing any required notices and obtaining any required consents, and for the written processing instructions it gives to Kaiku.

2.1.3 Appendix A describes the subject matter, duration, nature and purpose of the processing and the Personal Data categories and Data Subject types in respect of which Kaiku may process the Personal Data to fulfil the Business Purposes.

3. Kaiku's obligations

3.1 Kaiku will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes in accordance with the Member's written instructions, which include, for the avoidance of doubt, the Member signing up through the Platform and accepting Kaiku’s processing of data for the provision of services as set out in the Terms (including without limitation, publishing and sharing Personal Data between startups, investors, advisors and other relevant stakeholders to facilitate introductions). Kaiku will not process the Personal Data for any other purpose or in a way that does not comply with the Terms, this DPA or the Data Protection Legislation. Kaiku agrees to promptly notify the Member if, in its opinion, the Member's instructions do not comply with the Data Protection Legislation.

3.2 Kaiku agrees to comply promptly with any Member written instructions requiring Kaiku to amend, transfer, delete or otherwise process the Personal Data (including without limitation the Personal Data of specific individuals), or to stop, mitigate or remedy any unauthorised processing. This is on the understanding that Kaiku may not be able to provide its Services as a result of such instructions.

3.3 Kaiku will maintain the confidentiality of the Personal Data and will not disclose the Personal Data to third-parties unless the Member or this DPA specifically authorises the disclosure, or as required by domestic or EU law, court or regulator (including the Commissioner). Disclosure is expressly authorised where a disclosure is made as part of Kaiku’s Services to Members.

3.4 If a domestic or EU law, court or regulator (including the Commissioner) requires Kaiku to process or disclose the Personal Data to a third-party, Kaiku shall first inform the Member of such legal or regulatory requirement and give the Member an opportunity to object or challenge the requirement, unless the domestic or EU law prohibits the giving of such notice.

3.5 Kaiku will reasonably assist the Member with meeting the Member's compliance obligations referenced in clause 3.4 under the Data Protection Legislation, taking into account the nature of Kaiku's processing and the information available to Kaiku, including in relation to Data Subject rights, data protection impact assessments and reporting to and consulting with the Commissioner or other relevant regulator under the Data Protection Legislation.

4. Kaiku's employees

4.1 Kaiku will ensure that all of its employees:

4.1.1 are informed of the confidential nature of the Personal Data and are bound by written confidentiality obligations and use restrictions in respect of the Personal Data;

4.1.2 have reviewed information on the Data Protection Legislation and how it relates to their handling of the Personal Data and how it applies to their particular duties; and

4.1.3 are aware both of Kaiku's duties and their personal duties and obligations under the Data Protection Legislation and this DPA.

5. Security

5.1 Kaiku shall at all times implement appropriate technical and organisational measures against accidental, unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of the Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data.

5.2 Kaiku shall implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:

5.2.1 the pseudonymisation and encryption of personal data;

5.2.2 the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

5.2.3 the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and

5.2.4 a process for regularly testing, assessing and evaluating the effectiveness of the security measures.

6. Personal data breach

6.1 Kaiku will without undue delay notify the Member in writing if it becomes aware of:

6.1.1 the loss, unintended destruction or damage, corruption, or unusability of part or all of the Personal Data. Kaiku will restore such Personal Data at its own expense as soon as possible.

6.1.2 any accidental, unauthorised or unlawful processing of the Personal Data; or

6.1.3 any Personal Data Breach.

6.2 Where Kaiku becomes aware of 6.1.1, 6.1.2 and/or 6.1.3 above, it will, without undue delay, also provide the Member with the following written information:

6.2.1 description of the nature of 6.1.1, 6.1.2 and/or 6.1.3, including the categories of in-scope Personal Data and approximate number of both Data Subjects and the Personal Data records concerned;

6.2.2 the likely consequences; and

6.2.3 a description of the measures taken or proposed to be taken to address 6.1.1, 6.1.2 and/or 6.1.3, including measures to mitigate its possible adverse effects.

6.3 Immediately following any accidental, unauthorised or unlawful Personal Data processing or Personal Data Breach, the parties will co-ordinate with each other to investigate the matter. Further, Kaiku will reasonably co-operate with the Member at no additional cost to the Member, in the Member's handling of the matter, including but not limited to:

6.3.1 assisting with any investigation;

6.3.2 providing the Member with access to any facilities and operations directly affected;

6.3.3 facilitating interviews with Kaiku's employees, former employees and others involved in the matter including, but not limited to, its officers and directors;

6.3.4 making available all relevant records, logs, files, data reporting and other materials required to comply with all Data Protection Legislation or as otherwise reasonably required by the Member; and

6.3.5 taking reasonable and prompt steps to mitigate the effects and to minimise any damage resulting from the Personal Data Breach or accidental, unauthorised or unlawful Personal Data processing.

6.4 Kaiku will not inform any third-party of any accidental, unauthorised or unlawful processing of all or part of the Personal Data and/or a Personal Data Breach without first obtaining the Member's written consent, except when required to do so by domestic or EU law.

6.5 Kaiku agrees that the Member has the sole right to determine:

6.5.1 whether to provide notice of the accidental, unauthorised or unlawful processing and/or the Personal Data Breach to any Data Subjects, the Commissioner, other in-scope regulators, law enforcement agencies or others, as required by law or regulation or in the Member's discretion, including the contents and delivery method of the notice; and

6.5.2 whether to offer any type of remedy to affected Data Subjects, including the nature and extent of such remedy.

6.6 Kaiku will cover all reasonable expenses associated with the performance of the obligations under clause 6.1 to clause 6.3 unless the matter arose from the Member's specific written instructions, negligence, wilful default or breach of this DPA or the Terms as a whole, in which case the Member will cover all reasonable expenses.

7. Cross-border transfers of personal data

Kaiku (and any subcontractor) must not transfer or otherwise process the Personal Data outside the UK, the EEA or the US without obtaining the Member's prior written consent or where Kaiku has entered into a data processing agreement with the recipient processor of such Personal Data containing the Standard Contractual Clauses or substantively equivalent terms to the Standard Contractual Clauses.

8. Subcontractors

8.1 Kaiku may authorise subcontractors to process the Personal Data provided that the terms of this DPA are appropriately mirrored with such subcontractors.

8.2 In all other cases, sub-contracting shall require the Member’s prior written consent.

8.3 Where the subcontractor fails to fulfil its obligations under the written agreement with Kaiku which contains terms substantially the same as those set out in this DPA, Kaiku remains fully liable to the Member for the subcontractor's performance of its agreement obligations.

8.4 The Parties agree that Kaiku will be deemed by them to control legally any Personal Data controlled practically by or in the possession of its subcontractors.

9. Complaints, data subject requests and third-party rights

9.1 Kaiku shall, at no additional cost to the Member, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Member as the Member may reasonably require, to enable the Member to comply with:

9.1.1 the rights of Data Subjects under the Data Protection Legislation, including, but not limited to, subject access rights, the rights to rectify, port and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and

9.1.2 information or assessment notices served on the Member by the Commissioner or other relevant regulator under the Data Protection Legislation.

9.2 Kaiku must notify the Member immediately in writing if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party's compliance with the Data Protection Legislation.

9.3 Kaiku must notify the Member without undue delay if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their other rights under the Data Protection Legislation.

9.4 Kaiku will give the Member, at no additional cost to the Member, its full co-operation and assistance in responding to any complaint, notice, communication or Data Subject request.

9.5 Kaiku must not disclose the Personal Data to any Data Subject or to a third-party other than in accordance with the Member's written instructions, or as required by domestic or EU law.

10. Term and termination

10.1 This DPA will remain in full force and effect so long as:

10.1.1 the Terms remains in effect; or

10.1.2 Kaiku retains any of the Personal Data related to the Terms in its possession or control (Term).

10.2 Any provision of this DPA that expressly or by implication should come into or continue in force on or after termination of the Terms in order to protect the Personal Data will remain in full force and effect.

10.3 If a change in any Data Protection Legislation prevents either party from fulfilling all or part of its Terms obligations, the parties may agree to suspend the processing of the Personal Data until that processing complies with the new requirements. If the parties are unable to bring the Personal Data processing into compliance with the Data Protection Legislation within 90 days, either party may terminate the Terms on written notice to the other party.

11. Data return and destruction

11.1 At the Member's request, Kaiku will give the Member, or a third-party nominated in writing by the Member, a copy of or access to all or part of the Personal Data in its possession or control in the format and on the media reasonably specified by the Member.

11.2 On termination of the Terms for any reason or expiry of its term, Kaiku will securely delete or destroy or, if directed in writing by the Member, return and not retain, all or any of the Personal Data related to this DPA in its possession or control within 90 days from termination of the Terms in line with Kaiku’s internal processes.

11.3 If any law, regulation, or government or regulatory body requires Kaiku to retain any documents, materials or Personal Data that Kaiku would otherwise be required to return or destroy, it will notify the Member in writing of that retention requirement, giving details of the documents, materials or Personal Data that it must retain, the legal basis for such retention, and establishing a specific timeline for deletion or destruction once the retention requirement ends.

11.4 Kaiku shall not be obligated to interact directly with any Data Subject whose Personal Data is being processed by Kaiku on behalf of a Member. If contacted by such a Data Subject, Kaiku shall refer such contact to the Member directly, and the Member shall be responsible for processing the applicable request with Kaiku directly.

12. Records

12.1 Kaiku will keep accurate written records regarding any processing of the Personal Data, including but not limited to, the access, control and security of the Personal Data, subcontractors, the processing purposes, categories of processing, and a general description of the technical and organisational security measures referred to in Clause 5.1 (Records).

12.2 Kaiku will ensure that the Records are sufficient to enable the Member to verify Kaiku's compliance with its obligations under this DPA and the Data Protection Legislation and Kaiku will provide the Member with copies of the Records upon request.

13. Audit

13.1 If a Personal Data Breach occurs or is occurring, or Kaiku becomes aware of a breach of any of its obligations under this DPA or any of the Data Protection Legislation, Kaiku will:

13.1.1 conduct an internal audit to determine the cause;

13.1.2 produce a written report that includes detailed plans to remedy any deficiencies identified by the audit;

13.1.3 provide the Member with a copy of the written audit report; and

13.1.4 seek to remedy any deficiencies identified by the audit within 30 days.

13.2 At the Member's written request, Kaiku will:

13.2.1 produce a written report that includes detailed plans to remedy any security deficiencies identified by the audit;

13.2.2 provide the Member with a copy of the written audit report; and

13.2.3 remedy any deficiencies identified by the audit without undue delay.

13.3 On the Member's written request, Kaiku will make all of the relevant audit reports available to the Member for review. The Member will treat such audit reports as Kaiku’s confidential information under the Terms.

13.4 Kaiku will promptly address any exceptions noted in the audit reports with the development and implementation of a corrective action plan by Kaiku's management.

14. Warranties

14.1 Kaiku warrants and represents that:

14.1.1 its employees, agents, sub-contractors and any other person or persons accessing the Personal Data on its behalf are reliable and trustworthy and have received the required training on the Data Protection Legislation;

14.1.2 it and anyone operating on its behalf will process the Personal Data in compliance with the Data Protection Legislation and other laws, enactments, regulations, orders, standards and other similar instruments;

14.1.3 it has no reason to believe that the Data Protection Legislation prevents it from providing any of the contracted services as set out in the Terms; and

14.1.4 it will take appropriate technical and organisational measures to prevent the accidental, unauthorised or unlawful processing of Personal Data and the loss or damage to, the Personal Data, and ensure a level of security appropriate to:

14.1.4.1 the harm that might result from such accidental, unauthorised or unlawful processing and loss or damage;

14.1.4.2 the nature of the Personal Data protected; and

14.1.4.3 comply with all applicable Data Protection Legislation and its information and security policies, including the security measures required in Clause 5.1.

14.2 The Member warrants and represents that Kaiku's expected use of the Personal Data for the Business Purposes and as specifically instructed by the Member will comply with the Data Protection Legislation.

15. Indemnification

15.1 Capped at the fees paid by the Member to Kaiku in the preceding 12 months, each party agrees to indemnify, keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which that party may become liable due to any failure by Kaiku or Member (as applicable) or their respective employees, subcontractors or agents to comply with any of its obligations under this DPA and/or the Data Protection Legislation.

16. Notice

16.1 Any notice or other communication given to a party under or in connection with this DPA must be in writing and delivered in accordance with the Terms.

16.2 Clause 16.1 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16.3 A notice given under this DPA is valid if sent by email.

Appendix A

Personal Data processing purposes and details

Subject matter of processing:
Kaiku to process Personal Data provided by Member when using Kaiku’s Platform and services as detailed in the Terms. Kaiku is expected to access such Personal Data in order to successfully deliver those services to the Member.

Duration of Processing:
The Term of the Terms.

Business Purposes:
As set out in the Terms. The Processing of Personal Data is required in order to deliver upon the contractual terms in the Terms. In particular, Kaiku is appointed to support with facilitating introductions between startups/startup founders, investors and advisors. Kaiku is authorised to process Personal Data as part of delivery of this Service, and to publish and/or share such Personal Data with counterparties as part of facilitating introductions. For example, Kaiku may publish and share the names of the founders of a startup seeking investment with other Members on the Platform.

Personal Data Type
Personal Data obtained as part of the Member’s use of Kaiku’s Platform. This may include (i) personal information which is publicly shared and available, for example through LinkedIn or other websites in which the Data Subject has input their own details in a public forum, or (ii) personal information which the Data Subject has provided to the Member via the Platform, and which Kaiku will Process as Data Processor for the Member, for example in CVs and pitch decks, (iii) information provided by Third-Party Data Providers that the Member has uploaded to the Platform, (iv) marketing and sales data from the Member’s uploaded materials supplied to Kaiku such as investment materials, and (vii) professional information of the Data Subject, for example their title and qualifications.

Data Subject Types:
Team members and associated parties of the Member.

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Last updated on 8th December 2023.

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