Subscription Terms of Service
Also see our Terms of Service, Data Processing Agreement and Privacy Policy. Questions: info@kirby-projects.com.
1. These Terms and How They Apply
1.1 These Terms of Service (the "Terms") govern access to and use of the Kirby Projects platform, a cloud-based construction and engineering project management application, together with any related support services (the "Service"). The Service is provided by Kirby Digital Ltd, a company registered in England and Wales (company number 17309006) with its registered office at 106 Poynter House, Holland Park, London, W11 4TB, trading as "Kirby Projects" ("Kirby", "we", "us").
1.2 These Terms apply between Kirby and the organisation on whose behalf an account and workspace is registered (the "Customer"). The Service is provided for business use only and the Customer confirms it is not acting as a consumer.
1.3 The Customer accepts these Terms and the Data Processing Agreement ("DPA") by indicating acceptance during account registration or checkout, or by accessing or using the Service. These Terms, the DPA, and the plan, pricing and usage limits selected by the Customer (as displayed at the point of purchase and in the Customer's billing settings) together form the agreement between the parties (the "Agreement"). If there is a conflict, the DPA prevails over these Terms in respect of personal data.
1.4 The individual who registers the account, accepts these Terms or subscribes to a paid plan confirms that they have authority to bind the Customer.
1.5 Kirby may decline to accept a registration or subscription at its reasonable discretion, and may cancel a registration made in breach of these Terms, refunding any prepaid Fees for the cancelled period.
1.6 The Customer warrants that neither it nor its beneficial owners are subject to sanctions administered by the United Kingdom, and that it will not use the Service in breach of applicable sanctions or export-control laws.
2. The Service and Licence
2.1 Subject to payment of the applicable Fees, Kirby grants the Customer a non-exclusive, non-transferable right for its authorised users ("Users") to access and use the Service during the Subscription Term, for the Customer's internal business purposes and up to the usage limits of the Customer's selected plan.
2.2 The Customer must not: (a) sell, resell, sublicense or make the Service available to third parties except to its own clients and contractors through features designed for that purpose; (b) copy, modify, or create derivative works of the Service; (c) reverse engineer the Service except as permitted by law; (d) use the Service to build a competing product; (e) use the Service in breach of applicable law; or (f) attempt to gain unauthorised access to the Service or its related systems; or (g) upload or transmit any material that is unlawful, infringes third-party rights, or contains malware or other harmful code. Storage and bandwidth are subject to fair and reasonable use consistent with the Customer's plan.
2.3 The Customer is responsible for its Users' compliance with the Agreement, for maintaining the confidentiality of login credentials, and for all activity occurring under its accounts. The Customer is also responsible for its own devices, browsers, networks and internet connectivity.
2.4 Kirby may make improvements and changes to the Service from time to time, provided they do not materially reduce its core functionality during a paid Subscription Term.
2.5 Kirby may use system-generated usage data to verify the Customer's use of the Service against its plan limits, and may require the Customer to move to an appropriate plan where usage materially and persistently exceeds those limits.
2.6 Kirby may make experimental or beta features available, identified as such. Beta features are optional, are provided "as is" at the Customer's risk, may be modified or withdrawn at any time, and are excluded from the warranty in clause 10.2.
3. Availability and Support
3.1 Kirby will provide the Service with reasonable skill and care, having regard to the nature and price of the Service.
3.2 Kirby will use reasonable endeavours to make the Service available 24 hours a day, except for: (a) planned maintenance (with advance notice where practicable); and (b) unscheduled maintenance where reasonably necessary.
3.3 Support is provided by email during UK business hours. Kirby will use commercially reasonable efforts to respond promptly, but no guaranteed response or resolution times apply unless separately agreed in writing.
3.4 No service level agreement, service credits or uptime guarantee applies unless expressly agreed by Kirby in writing.
3.5 The Service depends on third-party cloud infrastructure and services (including hosting, database, content delivery, email and payment providers, and any third-party integrations). Kirby is not liable for failures, outages or changes of or to third-party services beyond its reasonable control, including changes to third-party APIs, although Kirby will exercise reasonable care in selecting and managing its providers.
4. Customer Data, Records and Regulatory Responsibility
4.1 "Customer Data" means all data, documents, records, images and other content submitted to the Service by or on behalf of the Customer, including project records, quality records, health and safety records, permits, and documents.
4.2 The Customer retains all ownership rights in Customer Data. The Customer grants Kirby a licence to host, process, transmit, display and back up Customer Data solely to the extent necessary to provide and secure the Service and to comply with law.
4.3 The Customer warrants that Customer Data is lawful, and that it has all rights, consents and permissions necessary for Customer Data to be uploaded to and used in the Service as contemplated by the Agreement. The Customer is responsible for the accuracy, quality and completeness of Customer Data and for its decisions about what to record in the Service.
4.4 The Service is a software tool that assists the Customer in creating, storing, organising and retrieving records, including records the Customer may use in connection with its obligations under the Building Safety Act 2022, associated secondary legislation, the Construction (Design and Management) Regulations 2015, and other applicable regulatory regimes (together "Regulatory Requirements").
4.5 The Customer acknowledges and agrees that: (a) the Customer remains solely responsible for its own compliance with all Regulatory Requirements, including the completeness, accuracy and adequacy of any 'golden thread' or other regulatory records; (b) Kirby does not provide legal, regulatory, engineering, safety or other professional advice; (c) use of the Service does not constitute, and shall not be treated as, compliance with any Regulatory Requirement; and (d) Kirby is not a 'dutyholder', 'principal designer', 'principal contractor' or 'accountable person' (or equivalent) under any Regulatory Requirement in respect of the Customer's projects.
4.6 Nothing in the Service (including templates, checksheets, workflows or field names) is a representation that use of it will satisfy any Regulatory Requirement. The Customer must take its own professional advice on regulatory compliance.
4.7 The Service is not a backup or archival service. The Customer remains responsible for maintaining appropriate independent copies or exports of any records it is legally required to retain, and must not treat the Service as its sole repository for such records. While Kirby operates reasonable backup procedures, Kirby does not guarantee that Customer Data will never be lost, deleted or corrupted.
4.8 The Service includes self-service tools for exporting Customer Data. If the Customer requests assistance from Kirby beyond those tools in connection with a regulatory inspection, audit, dispute or litigation (for example, compiling records, producing reports, or providing statements), Kirby may agree to provide such assistance at its then-current reasonable rates, without accepting any dutyholder or advisory role.
4.9 The Customer is responsible for any workflows, forms, templates, checksheets and configurations that it (or its Users) creates or modifies in the Service, including their suitability for the Customer's projects and for its Regulatory Requirements. Templates and defaults provided by Kirby are starting points only (see clause 4.6), and the Customer must satisfy itself of their suitability before relying on them.
5. Fees and Payment
5.1 The Customer will pay the fees for its selected plan as displayed at the point of purchase ("Fees"). Fees are payable monthly in advance by card or direct debit through Kirby's payment provider (currently Stripe), are exclusive of VAT (which will be added if and when applicable), and continue on a rolling basis until the subscription is cancelled or downgraded.
5.2 If a payment fails, Kirby's payment provider will retry it over a reasonable period and the Customer will be notified. If payment remains uncollected at the end of that period, Kirby may downgrade the workspace to the free tier (retaining Customer Data in accordance with the Agreement) and/or suspend access to paid features until payment is made. Kirby may also suspend paid features while a payment is subject to a chargeback or fraud investigation, and may recover its reasonable costs of collecting sums that remain unpaid after notice.
5.3 Fees are non-refundable except as expressly stated in the Agreement; no refunds or credits are given for partial billing periods. Kirby may change the Fees or plan features by giving at least 30 days' notice, with changes taking effect from the Customer's next billing cycle after the notice period.
5.4 Any free tier, trial or pilot access is provided "as available", may be modified or withdrawn at any time, and is subject to these Terms. Kirby may delete free-tier workspaces that have been inactive for 12 months or more, on at least 30 days' notice to the account email address.
6. Intellectual Property
6.1 Kirby and its licensors own all intellectual property rights in the Service, including its software, design, templates and documentation. Except for the rights expressly granted, no rights in the Service are granted or transferred to the Customer, whether by implication or otherwise.
6.2 The Customer grants Kirby a royalty-free licence to use suggestions or feedback about the Service, provided that doing so does not identify the Customer or disclose its Confidential Information.
6.3 Kirby may use aggregated and anonymised usage data (which does not identify the Customer, its personnel or its projects) to operate, benchmark and improve the Service.
6.4 Kirby may identify the Customer by name and logo as a customer of the Service in its marketing materials, unless the Customer opts out by emailing info@kirby-projects.com.
7. Confidentiality
7.1 Each party will keep confidential all non-public information disclosed by the other in connection with the Agreement ("Confidential Information"), will use it only to perform the Agreement, and will protect it with at least the care it uses for its own confidential information.
7.2 Confidential Information excludes information that is public (other than through breach), already lawfully known, independently developed, or lawfully received from a third party. A party may disclose Confidential Information where required by law or regulation, giving notice where lawful to do so.
7.3 This clause survives termination for five years (and indefinitely for trade secrets).
8. Data Protection
8.1 Each party will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018.
8.2 Where Kirby processes personal data on the Customer's behalf in providing the Service, the DPA applies. The Customer is the controller and Kirby the processor of such personal data.
8.3 Kirby acts as an independent controller of personal data relating to its own business contacts, billing and account administration.
9. Security
9.1 Kirby will implement and maintain appropriate technical and organisational measures to protect Customer Data, as further described in the DPA.
9.2 The Customer is responsible for configuring its use of the Service appropriately, including user access rights, permission tiers, and the strength and confidentiality of credentials.
10. Warranties and Disclaimers
10.1 Each party warrants it has the authority to enter into the Agreement.
10.2 Kirby warrants that the Service will materially conform to its documentation and will be provided with reasonable skill and care. The Customer's exclusive remedy for breach of this warranty is for Kirby to use reasonable endeavours to correct the non-conformity, failing which the Customer may terminate the affected subscription and receive a pro-rata refund of prepaid Fees for the unused period.
10.3 Except as expressly stated, the Service is provided "as is" and all other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law, including any warranty that the Service will be uninterrupted, error-free, or will meet any Regulatory Requirement.
10.4 Any outputs generated automatically by the Service (including any reports, summaries, suggestions or other content produced by automated or AI-assisted features) are provided to assist the Customer, require independent review, and must be verified by the Customer before being relied upon.
11. Limitation of Liability
11.1 Nothing in the Agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be limited or excluded.
11.2 Subject to clause 11.1, neither party is liable for: (a) loss of profits, revenue, business, goodwill or anticipated savings; (b) loss or corruption of data (except to the extent caused by Kirby's breach of the DPA); (c) any indirect or consequential loss; or (d) fines or penalties imposed by any regulator or court, regulatory enforcement or similar action (including improvement or prohibition notices), loss or suspension of any certification, licence or approval, inability to obtain any completion certificate or other approval, or delay or disruption to any project, in each case arising under or in connection with the Agreement, whether in contract, tort (including negligence) or otherwise, even if advised of the possibility.
11.3 Subject to clauses 11.1 and 11.2, each party's total aggregate liability arising under or in connection with the Agreement in any 12-month period is limited to the Fees paid or payable by the Customer in the 12 months preceding the first event giving rise to liability (or, if the first event occurs in the first 12 months, the Fees payable in that first year).
11.4 For use of any free tier or trial, Kirby's total aggregate liability is limited to £100.
11.5 The Customer acknowledges that the Fees reflect this allocation of risk and that Kirby would not provide the Service on these Fees without these limitations. The Customer is responsible for assessing whether this allocation is appropriate for its needs and for insuring against losses exceeding it.
12. Indemnity
12.1 Kirby will defend the Customer against any third-party claim that the Service infringes UK intellectual property rights, and will pay damages finally awarded (or agreed in settlement), provided the Customer gives prompt notice, reasonable cooperation, and sole control of the defence to Kirby. Kirby may, at its option, modify or replace the Service or terminate the affected subscription with a pro-rata refund. This clause states the Customer's exclusive remedy for infringement.
12.2 The Customer will defend and indemnify Kirby against third-party claims arising from Customer Data (including any claim that uploaded material infringes third-party rights), from the Customer's breach of the Agreement (including confidentiality), from the Customer's use of the Service in breach of applicable law, or from the Customer's own regulatory obligations.
13. Term, Suspension and Termination
13.1 The Agreement starts when the Customer first accepts these Terms and continues while the Customer has an account. Paid subscriptions run on a rolling monthly basis and renew automatically each billing cycle. The Customer may cancel or downgrade at any time through its billing settings; cancellation takes effect at the end of the then-current billing period, and the Customer retains access to paid features until then.
13.2 Either party may terminate the Agreement or any subscription immediately by notice if the other: (a) commits a material breach and (where remediable) fails to remedy it within 30 days of notice; or (b) becomes insolvent or subject to an analogous event.
13.3 Kirby may suspend the Service immediately where reasonably necessary to protect the Service, other customers or Customer Data, to comply with law, or in response to suspected fraud, security threats, attempted unauthorised access, abusive behaviour or excessive or abusive usage, restoring access promptly once the issue is resolved. Kirby may also remove or disable access to specific Customer Data that is the subject of a credible infringement, unlawful-content or other legal complaint, notifying the Customer where lawful and restoring access if the complaint is resolved.
13.4 On termination or expiry: (a) the Customer's access ends; (b) the Customer will pay all Fees due for the period up to termination; and (c) for 30 days after termination, Kirby will make Customer Data available for export on written request in one or more common machine-readable formats (such as CSV or JSON for structured data, and original file formats for uploaded documents, packaged for download), after which Kirby may delete Customer Data in accordance with the DPA.
13.5 Clauses which by their nature should survive termination (including clauses 4.5, 6, 7, 11, 12, 13.4 and 15) survive.
14. Force Majeure
14.1 Neither party is liable for failure or delay caused by events beyond its reasonable control, provided it notifies the other and uses reasonable endeavours to mitigate. If the event continues for more than 60 days, either party may terminate the affected subscription on notice.
15. General
15.1 Notices must be in writing. Notices to Kirby go to info@kirby-projects.com; notices to the Customer go to the email address of the Customer's account owner or billing contact (email suffices in each case).
15.2 Neither party may assign the Agreement without the other's consent (not to be unreasonably withheld), except that either party may assign to an affiliate or in connection with a merger or sale of its business on notice.
15.3 Kirby may engage sub-processors and subcontractors as set out in the DPA and remains responsible for their performance.
15.4 The Agreement is the entire agreement between the parties relating to its subject matter and supersedes all prior discussions. Neither party relies on any statement not set out in the Agreement (but nothing limits liability for fraud).
15.5 Variations must be agreed in writing. A waiver of one breach is not a waiver of any other. If a clause is found unenforceable, the remainder stands. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.
15.6 Kirby may update these Terms for future Subscription Terms by giving at least 30 days' notice; changes take effect at the next renewal.
15.7 The Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction.