Terms of Service

Last updated 8 June 2026

These terms govern your access to and use of the KOHA engagement platform and related services. KOHA is provided by KOHA HQ Ltd, a company registered in England & Wales (the “Company”, “we”, “us”). By signing an order form, creating an account, or using the platform, you agree to these terms on behalf of the organisation you represent (the “Customer”, “you”).

1Definitions

Platform means the KOHA software-as-a-service application, including its gifting, advocacy, recognition, loyalty, events, competitions, swag and digital-reward modules. Services means the Platform together with any swag sourcing, fulfilment, support or professional services we provide. Recipients means the individuals to whom you send gifts, rewards or communications through the Platform. Customer Data means data, including personal data, that you or your Recipients submit to or generate within the Platform. Order Form means the document or online checkout describing your subscription plan and fees.

2The service

Subject to these terms and payment of the applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Platform during your subscription term for your internal business purposes. We may update, improve or modify the Platform from time to time, provided we do not materially reduce its core functionality during a paid term.

The Platform is provided on a hosted basis. You are responsible for procuring and maintaining the network connections, devices and browsers needed to access it.

3Accounts & eligibility

You must be at least 18 and able to form a binding contract. You are responsible for the activity of all users you authorise, for keeping login credentials secure, and for ensuring your users comply with these terms. You must notify us promptly of any unauthorised access to your account.

4Subscriptions, fees & payment

Platform access is charged as a recurring subscription as set out in your Order Form. Unless stated otherwise, fees are billed in advance, are non-refundable except where required by law, and are exclusive of VAT and other applicable taxes, which you are responsible for paying.

• Gift spend and swag production and fulfilment are billed separately at cost. We do not mark up the value of gifts or rewards you fund.
• You authorise us, or our payment processor, to charge your nominated payment method for all fees due.
• If any undisputed amount is overdue, we may suspend the Services after giving reasonable notice.
• Subscriptions renew automatically for successive terms unless cancelled before the renewal date in line with your Order Form.

5Customer data & content

As between the parties, you own all Customer Data. You grant us a worldwide, non-exclusive licence to host, process and transmit Customer Data solely to provide and support the Services. You are responsible for the accuracy and legality of Customer Data and for having all necessary rights and consents to provide it to us, including for sending communications and rewards to your Recipients.

We process personal data in accordance with our Privacy Policy and applicable data protection law, as described in section 16.

6Acceptable use

You must not, and must not permit any user or Recipient to:

• use the Services to send unlawful, deceptive, harassing, or unsolicited communications in breach of applicable marketing or anti-spam laws;
• use gifts, rewards or incentives to induce conduct that is unlawful, or that would breach the anti-bribery, financial-services or procurement rules applicable to a Recipient or their employer;
• upload malicious code, attempt to gain unauthorised access to the Platform, or interfere with its operation or security;
• reverse engineer, resell, or provide the Platform to third parties except as expressly permitted; or
• infringe the intellectual property or privacy rights of others.

You are solely responsible for ensuring that your gifting and incentive programmes comply with the laws and policies applicable to you and your Recipients.

7Intellectual property

We and our licensors own all rights in the Platform, the Services, and all related software, content, and trademarks, including the KOHA name and marks. Except for the limited rights granted to you, nothing in these terms transfers any intellectual property to you. Any feedback you provide may be used by us without restriction or obligation.

8Third-party services

The Platform integrates with third-party services such as CRM, messaging, calendar, email and digital-reward providers. Your use of those services is governed by their own terms, and we are not responsible for their availability, acts or omissions. Enabling an integration authorises us to exchange the relevant data with that service on your behalf.

9Confidentiality

Each party may receive confidential information of the other. The receiving party will use it only to perform under these terms, protect it with reasonable care, and not disclose it except to personnel and advisers who need it and are bound by similar obligations. This does not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law.

10Warranties & disclaimers

We warrant that we will provide the Services with reasonable skill and care. Except as expressly stated, the Services are provided “as is” and we disclaim all other warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law. We do not warrant that the Services will be uninterrupted or error-free.

11Limitation of liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything that cannot be limited by law. Subject to that:

• neither party is liable for indirect, special, consequential or punitive loss, or for loss of profit, revenue, goodwill or anticipated savings; and
• each party’s total aggregate liability arising out of or in connection with these terms is limited to the fees paid or payable by you to us in the twelve months before the event giving rise to the claim.

12Indemnity

You will indemnify us against claims, losses and costs arising from your Customer Data, your use of the Services in breach of these terms, or your gifting and incentive programmes, except to the extent caused by our breach of these terms.

13Term & termination

These terms apply for the duration of your subscription. Either party may terminate for material breach that remains uncured 30 days after written notice, or immediately if the other becomes insolvent. On termination, your right to use the Services ends and we will, on request made within 30 days, make Customer Data available for export before deleting it in the ordinary course, subject to legal retention requirements.

14Suspension

We may suspend access where necessary to protect the security or integrity of the Platform, to comply with law, or where your account is materially overdue or in serious breach of section 6. We will aim to give notice where practicable and restore access once the issue is resolved.

15Changes

We may update these terms from time to time. If we make a material change, we will give reasonable notice, for example by email or an in-product notice. Continued use of the Services after the change takes effect constitutes acceptance of the updated terms.

16Data protection

Where we process personal data on your behalf, we do so as your processor in accordance with applicable data protection law, including the UK GDPR and Data Protection Act 2018. The details of that processing, and the rights available to individuals, are set out in our Privacy Policy. Where a data processing agreement is required, the parties will enter into one.

17Governing law

These terms and any dispute arising out of them are governed by the laws of England & Wales, and the courts of England & Wales have exclusive jurisdiction, save that either party may seek injunctive relief in any competent court.

18General

These terms, together with any Order Form, form the entire agreement between the parties and supersede prior discussions. If any provision is held unenforceable, the rest remains in effect. Neither party may assign these terms without the other’s consent, except to a successor of its business. Neither party is liable for delay or failure caused by events beyond its reasonable control. No failure to enforce a right waives it. Nothing creates a partnership or agency between the parties.

19Contact

Questions about these terms, or legal notices, can be sent to legal@kohahq.com, addressed to KOHA HQ Ltd.

KOHA HQ Ltd · Registered in England & Wales · Registered office: 25 Tamarisk Avenue, Reading, RG2 8JB. Company number to follow.