Terms and Conditions

CappKind Limited – TERMS OF USE

These are the terms on which you may access and use the Application specified in the Order Form (as that term is defined below). If you do not accept these terms, you may not access or use the Application. These terms and the relevant Order Form together comprise the “Agreement”. If you enter into multiple Order Forms with us, then each such Order Form (together with these terms) is a separate agreement.

We are CappKind Limited (in these terms, “CappKind”, “we”, “us” or “our”), a company incorporated in England with company number 09450610.  Our registered office is at White Cottage Shaw Lane, Farnham, Knaresborough, North Yorkshire, England, HG5 9JE. You can contact us by email on support@projectdeck.com. Our VAT number is 227247706.

When we refer in this Agreement to “you”, we refer to any natural person who is accessing the Application in their own right, or where it is accessed on behalf of a company or other legal person, to that company or legal person.

The Order Form may include certain Special Terms we have agreed with you. If and to the extent that one or more Special Terms included in an Order Form signed by CappKind addresses the same subject matter as one or more of these terms, then any inconsistency or contradiction between the Special Terms and these terms will be resolved in favour of those Special Terms.

  1.  Definitions and interpretation
    •  1.1 In this Agreement:
          • Account Owner” means the Authorised User allocated the “owner” Role;
          • “Additional Support Rate” means the hourly rate which CappKind may charge for Support Services outside of the Support Availability Hours, according to CappKind’s then current list prices;
          • “Affiliate” means, in respect of a company or other legal person, any entity directly or indirectly controlling, controlled by or under common control with that company or legal person, where control has the meaning given to it in section 1124 of the Corporation Tax Act 2010;
          • “Application” means the application specified in the Order Form, as we may update or change it from time to time;
          • “Authorised User” means, in respect of the Application:
            • you if you are a natural person; and
            • those natural persons to whom you have allocated a Paid Seat or who you have authorised under this Agreement to Use the Application as a Free User;
          • “Business Day” means any day other than a Saturday, a Sunday or a day which is a public holiday in England;
          • “Confidential Information” means all information (whether in oral, written or electronic form) relating to CappKind’s business which may reasonably be considered to be confidential in nature including information relating to CappKind’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers. All information relating to the Payment Terms and any other technical or operational specifications or data relating to each Application shall be part of CappKind’s Confidential Information;
          • “Data Protection Laws” means, as applicable:
            • the Data Protection Act 2018;
            • the UK GDPR, as that term is defined in the Data Protection Act 2018; and
            • such other laws governing the processing of personal data as may apply to the performance of this Agreement and the transactions and activities contemplated by it;
          • “Documentation” means, in respect of an Application the user manuals for that Application, as CappKind may update or amend them from time to time;
          • “Effective Date” means: (i) in the case of an Order Form which is signed by the parties, the date of the last signature on the Order Form; and (ii) in the case of an Order Form which is submitted online, the date of our email confirming that your subscription is active;
          • “Error” means, in respect of an Application, a verifiable and reproducible failure of the Application to perform substantially in accordance with this Agreement;
          • “Fees” means the fees set out in, or calculated in accordance with, the Order Form;
          • “Force Majeure” means an event or circumstance or combination of events or circumstances which adversely affects the performance by CappKind or their respective agents and subcontractors of CappKind’s obligations under this Agreement and which is beyond CappKind’s reasonable ability to control, and includes: any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet; dangerous or adverse weather; the effects of pandemics and other public health emergencies, including measures taken to combat them; stoppage, go-slow, work-to-rule or other industrial action by persons other than CappKind’s own staff; shortages of labour; shortages of materials; acts or omissions of police, customs and tax officials and other government authorities; changes in applicable laws, rules or regulations; and the changing of borders, creation of new borders or new customs checks;
          • Free User” means an Authorised User who has been assigned only Roles available to Free Users in the Application;
          • “Initial Term” means the initial term specified in the Order Form (or, if no such period is specified, 12 months);
          • “Intellectual Property Rights” means patents, trade marks, rights in respect of logos and get up, trade names, designs, domain names, copyright, database rights, semi-conductor topography rights, utility models, other intellectual or industrial property rights and any rights therein, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world including any such rights which may now or in the future subsist;
          • “Malware” means a computer program which is designed to cause damage or mischief to any computer or person, or to retard or degrade the performance of any computer or network, or to facilitate criminal acts or acts of industrial espionage, digital vandalism or “hacktivism”;
          • “Order Form” means any form or ordering document under which you subscribe to one or more Applications which is attached to these terms or which refers to these terms or incorporates them by reference;
          • “Paid Seat” means, in respect of an Authorised User, that Authorised User has been designated as a paid seat such that it can be allocated at least one Role which is not a Role available to Free Users;
          • “Payment Terms” means the payment terms specified in the Order Form, or if no such payment terms are specified then the payment terms are monthly in advance, payable immediately if the payment method is credit card, direct debit or online payment provider, or otherwise payable within 30 days of the date of CappKind’s invoice;
          • “Permitted Downtime” means, in respect of an Application, downtime due to scheduled maintenance according to our maintenance schedule or emergency maintenance, and downtime caused in whole or part by Force Majeure;
          • “Renewal Term” has the meaning given to it in clause 10.1;
          • Role” means a set of functions, features and/or access rights which can be allocated to an Authorised User in the Application;
          • “Special Terms” means any different or additional terms or conditions to which we expressly agree in writing, and which are set out in the box marked “Special Terms” in the Order Form;
          • “Support Availability Hours” means 9 am to 5.30 pm on Business Days;
          • “Support Services” means, in respect of an Application, second and third line technical support services in accordance with clause 14;
          • “Subscription Term” means the Initial Term and any Renewal Term;
          • “Termination” means expiry or termination of access to an Application under this Agreement;
          • Use” means, in relation to an Application, the acts of accessing and interacting with it across a network in the ordinary course of its operation;
        • 1.2  Clause and Schedule headings will not affect the interpretation of this Agreement.
        • 1.3  A requirement in this Agreement that a communication be “written” or “in writing” includes email, but does not include facsimile.
        • 1.4  Wherever the words “other”, “in particular”, “include”, “including” or “for example” are used in this Agreement, they are to be construed without limitation.
        • 1.5  A reference to a law or a treaty is a reference to it as it is in force at the relevant time, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation then in force under it.


  1. User Accounts and Use of the Application
    • 2.1 So long as you comply with this Agreement (including the limits on Paid Seats set out in clause 3), you (or your Account Owner if you are a company or other organisation) may allocate Roles to the user accounts of Authorised Users and allow them to Use the Application under those user accounts within their allocated Roles during the Subscription Term.
    • 2.2 If you are a natural person using the Application as an Authorised User allocated one or more Roles under someone else’s agreement with us, then so long as you comply with this Agreement insofar as it relates to your role as an Authorised User, you may Use the Application within the Roles allocated to you during their Subscription Term.
    • 2.3 You must keep, and ensure that each Authorised User keeps, all user account credentials secure and confidential, and you must not and must ensure that Authorised Users do not share user accounts or allow any other person to use their account. You are solely responsible for all actions taken by any person using your access credentials or those of any of your Authorised Users, unless and until you tell us that those access credentials have been compromised and we have had a reasonable opportunity to take appropriate action.
    • 2.4 The Application and its underlying programs, databases, schemas, structures, concepts, ideas, technologies, systems and other materials are our valuable Intellectual Property Rights and/or Confidential Information, or those of our licensors. Therefore you agree that you will not, and will not allow any other person to:
      • 2.4.1 except as may be allowed by applicable law which is incapable of contractual exclusion:
        • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, translate, transmit or distribute all or any portion of the Application in any form and by any means, other than as expressly permitted by this Agreement;
        •  attempt to access the source code for the Application, including any client side components of it unless provided in source code form; or
        •          attempt to reverse compile, reverse engineer, disassemble, or gain any unauthorised access to or privileges in the Application or any of the technologies, programs and systems comprising it or supporting its operation;
      • 2.4.2  access or use the Application in order to build a product or service which competes with it; or
      • 2.4.3  resell or otherwise provide or make available the Application or any part of it or the benefit of its operation to any person other than your Authorised Users, without our express agreement in writing.
    • 2.5 Except for the express limited rights granted by this Agreement, all of our rights in the Application and those of our licensors are fully reserved.
    • 2.6 As between you and CappKind, you are responsible for obtaining and operating all of the equipment, software and network connections and services necessary to access and use the Application, and we have no liability in respect of any failure or incompatibility in any of your or any third party’s equipment, software or network connections.
    • 2.7  CappKind may make some or all of the features of the Application available to you on a free trial basis.  Where that is the case, the Application is provided entirely on an as-is basis, and you must not and must ensure that your Authorised Users do not use the Application for anything other than trial and evaluation purposes (and in particular not for any “real world” project or use case). CappKind may terminate any such trial period at any time and for any reason, and will have no liability whatsoever arising out of or in connection with the Application or its use during any such trial period.


  1. Management of Authorised Users
    • 3.1 You shall ensure that all Authorised Users comply at all material times with this Agreement.
    • 3.2  You may:
      • 3.2.1 authorise as many Free Users as you wish, but CappKind reserves the right to apply rate limits or other limits to Free Users in order to avoid or mitigate excessive load on the Application or the systems and networks underlying it, and to remove Free User accounts after a reasonable period of inactivity; and
      • 3.2.2 allocate Roles requiring a Paid Seat to Authorised Users up to the number of Paid Seats that you have subscribed for in respect of the relevant Role.
    • 3.3 You may allocate Roles to or remove Roles from Authorised Users at any time so long as you do not allocate to them Roles in excess of the number of Paid Seats that you have subscribed for.
    • 3.4 You may subscribe for additional Paid Seats at our then-current list price at any time through the self-service features of the Application, or otherwise by agreement with us, in which case those additional Paid Seats will be added to your total number of Paid seats and you will be charged for them on a pro rata basis for the remainder of the Subscription Term.


  1. Acceptable Use
    • 4.1  You shall not, and you shall ensure that none of your Authorised Users shall:
      • 4.1.1 upload, communicate or distribute through the Application any content or material:
        •  that is unlawful, defamatory, obscene, pornographic, abusive, harassing, or which tends to promote discrimination against any person or class of persons on the basis of a characteristic protected by applicable law; or
        • which infringes or is reasonably likely to infringe the Intellectual Property Rights or other rights of any person, or misappropriates or misuses the trade secrets of any person, or which is likely to result in a breach of any obligation of confidence owed to any person;
      • 4.1.2  use or attempt to use or misuse the Application in any way that is criminal or otherwise unlawful in any relevant jurisdiction;
      • 4.1.3 damage, disable or impair the Application or the systems or services supporting it, attack them, or use them as an attack vector or means of attack against any other system, computer or network;
      • 4.1.4  carry out or attempt performance or penetration testing against the Application without CappKind’s prior written consent;
      • 4.1.5  make any automated requests to the Application other than via an API which  the relevant Order Form specifically permits (and subject to any specified conditions in respect of it), nor cause or direct any “bot” or similar automated system to Use or access the Application;
      • 4.1.6  make unreasonably high volumes of requests to the Application;
      • 4.1.7  store unreasonably high volumes of data in the Application, defined as 50 gigabytes of file storage per Paid Seat or 1 gigabyte of database storage per Paid Seat; or
      • 4.1.8  circumvent or attempt to circumvent any technical measures or restrictions controlling access to or use of the Application, or gain or attempt to gain any greater level of access to the Application than is permitted by this Agreement.
    • 4.2  You shall promptly inform CappKind of any actual breach or possible breach of this clause 4 by you or by any Authorised User.
    • 4.3  CappKind reserves the right to monitor use of the Application to ensure compliance with this Agreement and applicable laws.
    • 4.4  You shall comply (and shall ensure all Authorised Users comply) with all applicable laws, rules, and regulations governing export that apply to the Application, your data and the Documentation (or any part of any of them), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Application or the Documentation (or any part of them) to, or Use the Application or the Documentation (or any part of them) in, any country or territory for which an export licence or other approval is required under the laws of the United Kingdom, the United States, the European Union or any of its member states, without first obtaining such licence or other approval.
    • 4.5 CappKind reserves the right to suspend your or any Authorised User’s access to the Application if, in CappKind’s reasonable opinion, it is necessary or advisable in order to protect CappKind’s computer systems or CappKind’s other customers. If CappKind does so, it will promptly inform you of what it has suspended and why, and will reinstate the suspended access reasonably promptly following resolution by you to CappKind’s reasonable satisfaction of the event or circumstances which prompted the suspension. Suspension of access to the Application in accordance with this clause will not relieve you of your obligation to pay the Fees.


  1. Payment
    • 5.1 For the duration of the Subscription Term, you shall pay the Fees, and any other charges (including expenses) expressly agreed between you and CappKind, in the amounts and at the times set out in the Order Form, in accordance with the Payment Terms. For clarity, if you are a natural person acting in your own right and your user account has only Free User Roles assigned to it then you are not required to pay any Fees.
    • 5.2 All Fees are stated exclusive of VAT. You agree to pay any applicable VAT on any Fees. We will provide you with a VAT invoice on request.
    • 5.3 We will send you an order confirmation email once we have processed your payment.
    • 5.4 All Fees are non-refundable, except that if we terminate your access to the Application for reasons other than your breach of the Terms of this Agreement then we will refund to you any Fees which you have paid in advance for Use of the Application past the Effective Date of such Termination.
    • 5.5 If you are required to make any deduction from the Charges by way of withholding tax then you may do so, on condition that you pay such sums to the relevant taxation authority within the period for payment permitted by law and furnish CappKind with evidence of such payment and such other information and documentation as CappKind may reasonably request in connection with recovering such amounts under applicable double-taxation treaties.


  1. Your Materials
    • 6.1 You will retain ownership of any Intellectual Property Rights that you have in any materials that you upload to the Application (“Your Materials”).
    • 6.2 You grant to us a royalty-free, non-exclusive, worldwide licence to copy, distribute and create derivative works from Your Materials but only to the extent which is necessary for the purposes of operating and maintaining the Application, of diagnosing problems with the Application, and of analysis to inform anonymised project management statistics and future development of the Application.
    • 6.3 We reserve the right to remove Your Materials or any of them from the Application at any time, if we find or suspect that Your Materials or any of them are in breach of clause 4 (Acceptable Use). If we do so, we will inform you as soon as practicable, giving our reasons.


  1. Confidentiality
    • 7.1 Each party will keep confidential, and will not use for Its own purposes (other than the exercise of Its rights and the performance of its obligations under this Agreement) without the prior written consent of the other, or disclose to any third party (except its Affiliates and their respective professional advisors or as may be required by any law or any legal or regulatory authority), any and all information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
    • 7.2 You shall give notice to CappKind of any unauthorised use, disclosure, theft or loss of CappKind’s Confidential Information immediately upon becoming aware of the same.
    • 7.3 Clauses 7.1 and 7.2 shall survive Termination.
    • 7.4 Unless you are a natural person, CappKind may refer to you by name, and in that context reproduce your branding and logo, in its sales pitches and publicity material, provided that CappKind takes reasonable steps to ensure it does nothing to damage or bring into disrepute your reputation, brand or goodwill. Any more detailed public statements relating to this Agreement (including press releases) must be agreed in writing by CappKind.


  1.  Intellectual Property
    • 8.1 Nothing in this Agreement or any document referred to in it will change the ownership of the Intellectual Property Rights of either party.


  1. Force Majeure
    • 9.1 CappKind will not be liable for failures, delays or reduced performance caused by or resulting from any Force Majeure.
    • 9.2 You will not be liable to pay the Fees (or the applicable pro rata proportion thereof, as the case may be) for the duration of the period during which CappKind relies on clause 9.1.
    • 9.3 In the event that CappKind relies on clause 9.1 for a period longer than 3 months, you may terminate this Agreement by providing written notice to CappKind.


  1. Subscription Term, Renewal and Fee increases
    • 10.1 Unless terminated earlier in accordance with its terms, this Agreement will have effect for the duration of the Initial Term and will thereafter renew automatically:
      • 10.1.1    if the Initial Term specified in the Order Form is 12 months or more, for successive renewal terms of 12 months; or
      • 10.1.2    if the Initial Term specified in the Order Form is less than 12 months, for successive renewal terms of 1 month,(each, a “Renewal Term”), unless either party gives notice to the other before the end of the Initial Term or then-current Renewal Term (as the case may be) that it does not wish this Agreement to renew, in which case this Agreement will expire at the end of the Initial Term or then-current Renewal Term (as the case may be).
    • 10.2 Notwithstanding clause 16, the Customer may give notice of non-renewal through the subscription management functions of the Application.
    • 10.3 CappKind may increase the Fees with effect from the start of each Renewal Term.  CappKind will inform you of any increase in the Fees at least 30 days prior to their taking effect.


  1. Termination
    • 11.1 Without prejudice to its other rights under this Agreement, CappKind may terminate this Agreement by seven days’ written notice to you if you fail to pay the Fees when due, CappKind informs you that the Fees are overdue for payment, and you nevertheless fail to pay those Fees within 14 days of being so informed.
    • 11.2 Either party may terminate this Agreement immediately by written notice to the other if the other party:
      • 11.2.1 commits any material breach of this Agreement and (if the breach can be remedied) it fails to remedy the breach within seven days; or
      • 11.2.2 commits a material breach of this Agreement which cannot be remedied.For the purposes of this clause, a breach is remedied only if the breaching party ceases the conduct causing the breach and takes all necessary steps to procure that the other party is not disadvantaged by the breach and is otherwise in the position it would have been in but for the breach.
    • 11.3 Either party may terminate this Agreement immediately by written notice to the other if the other party;
      • 11.3.1  stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
      • 11.3.2  is unable to pay its debts as they fall due;
      • 11.3.3  becomes subject to a moratorium or a company voluntary arrangement under the Insolvency Act 1986;
      • 11.3.4  becomes subject to a restructuring plan or a scheme of arrangement under the Companies Act 2006;
      • 11.3.5  has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
      • 11.3.6  passes a resolution for its winding up;
      • 11.3.7  has a petition presented to any court for its winding up or an application is made for an administration order against it, or any winding-up or administration order is made against it;
      • 11.3.8  is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
      • 11.3.9  has a freezing order made against it;
      • 11.3.10 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items; or
      • 11.3.11 is subject to any events or circumstances analogous to any of the above in any jurisdiction.
    • 11.4 Without limitation, any breach by you of clause 4 (Acceptable Use) will be a material breach of this Agreement for the purposes of clause 11.2.
    • 11.5 CappKind may additionally terminate this Agreement by notice to you if the relevant Application is withdrawn from the market, in which case CappKind will refund to you any amounts paid by you in advance for use of the Application past the effective date of such termination.


  1. Warranty and Disclaimer
    • 12.1 Subject to Permitted Downtime, we warrant that we will use reasonable efforts to maintain the availability of the Application and to ensure that it performs materially in accordance with the Documentation, but we do not promise to ensure that the Application will be available at all times, nor that its functionality will correspond exactly to the Documentation in all respects, nor that it will be free from bugs or Errors. While we will use reasonable efforts to keep the Application free from Malware, you are solely responsible for the security of your own computers, devices and data, and we do not accept any liability for any effect that the Application may have on your computers, devices or data.
    • 12.2 You acknowledge that the Application does not include legal, accounting or other professional or regulated services and that, except as expressly stated in this Agreement, no assurances are given that the Application will comply with or satisfy any legal or regulatory obligation of any person.
    • 12.3 All warranties, conditions and other terms other than those contained in this Agreement, whether express or implied by law, by trade custom or otherwise, are hereby excluded to the fullest extent permitted by law.
  2.  Data Protection
    • 13.1 Words and phrases which have defined meanings in the Data Protection Laws will have the same meanings when used in this clause 13.
    • 13.2  Each of you and CappKind will, in performing this Agreement, comply with the Data Protection Laws applicable to it.
    • 13.3 In performing this Agreement, CappKind will necessarily process as processor certain personal data of which you or one or more of your Affiliates is a controller, which personal data can be summarised as follows (“Processor Data”):
      • 13.3.1 in providing the Application, CappKind will process your login details and such other data as you may upload or import into the Application in the course of its use,
      • 13.3.2 in performing the Support Services, any personal data posted to the support ticket (e.g. user contact details).
    • 13.4  Where CappKind processes the Processor Data as processor, it will:
      • 13.4.1 process the Processor Data only on your written instructions (and you hereby instruct CappKind to process such Processor Data as is reasonably necessary to perform this Agreement);
      • 13.4.2 take appropriate technical and organisational measures to secure the Processor Data from accidental or unauthorised loss, destruction or use;
      • 13.4.3 ensure that its staff who process the Processor Data have committed themselves to confidentiality;
      • 13.4.4 ensure that any sub-processor engaged to process the Processor Data is engaged in compliance with articles 28(2) and 28(4) UK GDPR, provided that you nonetheless acknowledge and agree that relevant third party hosting and technology service providers will process personal data according to their own terms and conditions and published privacy notices, and not according to this Agreement;
      • 13.4.5 assist you, at your cost, through appropriate technical and organisational measures (insofar as possible) to respond to a request by a data subject to exercise his or her rights in respect of the Processor Data;
      • 13.4.6 assist you, at your cost, in ensuring compliance with articles 32 to 36 UK GDPR in respect of Processor Data, taking into account the nature of the processing and the information available to CappKind;
      • 13.4.7 make available to you all information necessary to demonstrate CappKind’s own compliance with this clause 13.4, and allow for and contribute to audits, including inspections, of CappKind on reasonable notice and during business hours, not more frequently than once per calendar year (unless required by the ICO), conducted by you or another auditor mandated by you, subject always to the confidentiality provisions of this Agreement (and where the auditor is not you, you shall be responsible for the auditor’s compliance);
      • 13.4.8 use reasonable efforts to procure for you on request information from relevant third party hosting and service providers relating to their compliance with their data protection commitments; and
      • 13.4.9 upon Termination of this Agreement, either delete or return such Processor Data to you (as you may elect), unless the laws of England require its retention.
    • 13.5  Subject to CappKind’s compliance with clause 13.4.4, you provide a general authorisation to CappKind to engage third party hosting and technology service providers as sub-processors. CappKind will provide you with a list of such sub-processors on request, and will inform you of any material changes to that list so as to afford you a right to object to that change.


  1. Support Services
    • 14.1 Promptly following the Effective Date, you will nominate and inform CappKind of the identity and contact details of at least one and no more than five Authorised Users to be technical contacts for the purposes of the Support Services (such Authorised Users, the “Technical Contacts”).
    • 14.2  During the Subscription Term and subject to payment of the Fees, CappKind will provide Support Services in respect of the Application to the Technical Contacts:
      • 14.2.1 by telephone and email; and
      • 14.2.2 during the Support Availability Hours only, using reasonable endeavours to resolve (permanently or temporarily) or work around Errors in the Application.
    • 14.3 If you require Support Services outside of the Support Availability Hours, CappKind may charge for such Support Services at the Additional Support Rate. Onsite support is not included in the scope of the Support Services.
    • 14.4  Nothing in this clause 14 will oblige CappKind to:
      • 14.4.1 provide any technical or professional services to you other than the Support Services;
      • 14.4.2 resolve or work around incidents or problems arising from user error, insufficient user training or understanding of the subject matter, or matters external to the Application, such as conditions on the public Internet or the malfunctioning of your equipment or systems; or
      • 14.4.3  make any changes or additions to, or customisations of, the Application, except as is necessary to correct Errors.


  1. Our Liability to you
    • 15.1  Nothing in this clause 15 will limit or exclude our liability for:
      • 15.1.1  death or personal injury caused by our negligence;
      • 15.1.2  fraud or fraudulent misrepresentation; or
      • 15.1.3  any other matter for which it is unlawful under English law to limit or exclude liability (as the case may be).
    • 15.2  Subject to clause 15.1, we will have no liability arising under or in connection with the Application or this Agreement for:
      • 15.2.1  any loss or damage arising out of your use or misuse of the Application or breach of this Agreement;
      • 15.2.2  any loss of profits, revenue, anticipated savings or opportunity;
      • 15.2.3  any increased costs;
      • 15.2.4  any loss, destruction or corruption of data;
      • 15.2.5  any loss of, or damage to, goodwill or reputation;
      • 15.2.6  any loss of management time or the cost of any increased administrative burden; or
      • 15.2.7  any indirect or consequential loss.
    • 15.3  Subject to clauses 15.1 and 15.2 above, our maximum liability arising under or in connection with this Agreement and/or the Application will be limited to an amount equal to the greater of: (i) the Fees which you have paid to us under this Agreement in the (12) months preceding the event or last in the series of connected events giving rise to liability; and (ii) £1,000 (one thousand pounds sterling).


  1. Notices
    • 16.1  Where this Agreement specifies that one party may or shall give notice to the other party, then that notice may be given:
      • 16.1.1 if by CappKind, to the email address or postal address specified in the relevant Order Form; and
      • 16.1.2  if by you, to support@projectdeck.com or Building 5, Carrwood Park, Swillington Common Farm, Selby Road, Leeds. LS15 4LG, or such updated addresses as we may inform you of from time to time.
    • 16.2   A notice given by post must be sent by means of a service which provides proof of delivery, and will be deemed given upon delivery (or if delivery is refused or prevented, the first attempted delivery) being recorded by such service. A notice given by email will be deemed delivered on the Business Day after sending, unless the party sending it receives a non-delivery or delay notification.  A notice pursuant to clause 11 (Termination) must be given by post.


  1. General
    • 17.1 We may amend this Agreement from time to time, and may make further access to the Application conditional on your acceptance of those amendments. If you do not accept those amendments then you can by notice to us cease use of the Application and terminate this Agreement, in which case we will refund to you any Fees you have paid in advance for Use of the Application beyond the effective date of that Termination.
    • 17.2 This Agreement contains the whole agreement between you and us, and supersedes all prior agreements, arrangements and understandings between you and us relating to your use of and access to the Application. You acknowledge that, in agreeing this Agreement and/or using or accessing the Application, you do not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this Agreement or not) (each, a “Representation”) beyond those expressly set out in this Agreement. Nothing in this clause shall limit or exclude any liability for any fraudulent Representation.
    • 17.3 You may not assign your rights under this Agreement without our written permission. We may assign our rights and subcontract our obligations under this Agreement without restriction. This Agreement will be binding on your and our successors and assignees.
    • 17.4 A person who is not a party to this Agreement shall have no right whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of it.
    • 17.5  If any provision of this Agreement is held to be invalid or unenforceable for any reason, that provision shall, if possible, be adjusted rather than voided, in order to achieve a result which corresponds to the fullest possible extent to the intention of the parties. The nullity or adjustment of any provision of this Agreement shall not affect the validity and enforceability of any other provision of this Agreement.
    • 17.6 Our failure to enforce a provision of this Agreement or any rights with respect thereto (or any delay in so doing) shall not be a waiver of that provision or right, or in any way affect the validity of this Agreement. A waiver of any claim for a breach of this Agreement shall not operate to waive any claims in respect of any other breach.
    • 17.7 This Agreement and all non-contractual obligations arising out of or in connection with it are governed by English law and subject to the exclusive jurisdiction of the English courts.