Terms of service

1. Who these terms are between

These terms are an agreement between Darby Technologies Ltd (company number 17391515, registered at 1 Martins Cottages, Church Lane, Bulphan, Upminster, Essex, RM14 3TS, United Kingdom) and the organisation that subscribes to Kerbline.

In these terms, "we", "us" and "our" mean Darby Technologies Ltd. "You" and "your" mean the organisation subscribing.

By creating an account, accepting these terms, or using Kerbline, you agree to them. If you are accepting on behalf of an organisation, you confirm you have authority to bind that organisation.

These terms apply to organisations acting in the course of business. Kerbline is not offered to consumers.

2. Definitions

Kerbline — the Kerbline software, mobile and web applications, and related services.

Site — a project workspace within Kerbline. Subscription is priced per active Site.

Site Content — everything created within a Site: photographs, messages, voice notes, albums, location and time information, sender attribution, applications, evidence packs and reports.

Account Data — the information you give us to hold an account: administrator names and contact details, billing information, registration and security information, and correspondence with us.

Users — the people you invite to use Kerbline, including your own staff, subcontractors and site workers.

Order — the subscription you select at checkout or agree with us in writing, including the number of Sites, the billing period, and the price.

Trial — the 30-day free trial described in clause 8.

3. The service

Kerbline is a communication and record-keeping tool for construction sites. Users send messages and photographs. Each photograph records the time our servers received it, and whatever time and location the sending device reported, so that a contemporaneous record exists of what was done and when.

We grant you a non-exclusive, non-transferable right to use Kerbline for your own business purposes for as long as your subscription is active, subject to these terms.

We may improve, change or remove features. Where a change materially reduces functionality you rely on, we will give you at least 30 days notice, and if the change is materially detrimental to you, you may terminate without penalty and receive a pro-rata refund of any prepaid fees for the remainder of the term.

4. What the record is, and what it is not

This section matters more than most, and we would rather set the expectation clearly than have it discovered in a dispute.

What is fixed

When a photograph or message is sent, Kerbline records it and locks the following so that it cannot be changed afterwards — not by the sender, not by an administrator of your organisation, and not by us:

• the account that sent it;
• the name and role that account held at the moment of sending;
• the time our servers received it;
• the text of a message, and the caption on a photograph;
• the time and location the sending device reported;
• where the original file carried them, the time and location recorded by the camera at capture, together with the camera's own accuracy estimate.

Two controls enforce this in the database. For account holders, the permission to change these values has been removed. Separately, a rule in the database refuses the change even where that permission exists — which is what prevents us changing them, since our own servers necessarily hold broad database permissions. We test both by attempting the change rather than by inspection alone.

The same protection covers deletion. Once made, a record cannot be removed — not by the sender, not by an administrator, and not by us — other than through the controlled deletion we perform at the controller's request, or the published trial-data cleanup. As with changes, two controls enforce this: account holders hold no permission to delete these records, and a rule in the database refuses the deletion even where permission exists, including for our own servers, unless it is the deletion the customer has asked us to carry out. We test this the same way, by attempting it.

What is not verified

Kerbline records what a device reported. It does not:

• verify that a device's clock was set correctly;
• verify the accuracy of location data, which can be wrong or absent indoors, underground, in dense urban areas, or where location services are restricted;
• verify that a photograph depicts what the person sending it says it depicts;
• verify the identity of the person physically holding a device at the time;
• provide a certified chain of custody, forensic authentication, or an expert opinion.

Two locations, and why they differ

Where a photograph's original file carries a location, Kerbline records and shows both:

• Location (sent from) — where the sending device was when the photograph was sent.
• Location (from file) — where the camera recorded the photograph as having been taken.

These can differ substantially. A photograph taken on site and sent later from elsewhere will show two different, both true, positions. Kerbline shows both and states the distance between them; it does not choose one, merge them, or treat a difference as an error.

Many mobile operating systems remove location information from photographs taken directly through a web browser. Where that happens, only the send-time location exists, and the record will say so. A send-time location tells you where the device was when the photograph was sent, which is not necessarily where it was taken.

What this means

A Kerbline record is a contemporaneous business record. It is materially better evidence than recollection, and it is created at the time rather than reconstructed afterwards. It is not a certified or forensically authenticated document, and we make no representation that any particular record will be accepted, relied upon or found persuasive by any contract administrator, adjudicator, arbitrator, court or other decision-maker.

You are responsible for deciding whether Kerbline records are fit for the purposes you put them to, and for taking your own advice on evidential requirements under your contracts.

5. Your account and your Users

You are responsible for:

• the accuracy of the Account Data you give us;
• keeping account credentials and invite codes secure;
• all activity that takes place under your account, including activity by your Users;
• deciding who to invite to each Site, and removing access when it is no longer appropriate.

You must tell us promptly if you believe your account has been accessed without authority.

Your Users. You decide who joins your Sites. Many of them will not have a direct contract with us. You are responsible for making sure they understand what Kerbline records and why, and that you have a lawful basis for their information being processed through the service. Clause 10 and Schedule 1 set out how this works in data protection terms.

Users who leave a Site. Removing someone from a Site removes their access going forward. It does not remove anything they sent. Their photographs, messages and attribution remain in the record and remain available to everyone else on that Site.

Users under 18. Kerbline is a business tool and is not aimed at children. We recognise that some site workers, apprentices in particular, may be under 18. Where you invite anyone under 18 to a Site, you are the controller of the resulting Site Content and you are responsible for satisfying yourself that doing so is appropriate, that any consents or permissions you need are in place, and that the person understands what is being recorded. Tell us if you intend to have under-18 Users on a Site so that we can take it into account in our own assessments.

6. Acceptable use

You must not, and must not permit any User to:

• use Kerbline unlawfully, or to store or send unlawful material;
• upload content that is defamatory, harassing, abusive, obscene, or that infringes anyone's rights;
• use Kerbline to monitor or track individuals beyond what the service does openly, or in a way that is not proportionate;
• attempt to gain unauthorised access to Kerbline, other customers' data, or our infrastructure;
• reverse engineer, decompile or copy Kerbline, except to the extent this restriction cannot lawfully be excluded;
• resell, sublicense or make Kerbline available to any third party who is not a User, other than under a Principal Contractor arrangement agreed with us in writing;
• use Kerbline to build a competing product;
• introduce malicious code, or take any action that impairs the service for others.

If you become aware of a breach of this clause, tell us.

7. Fees and payment

Pricing. Kerbline is priced per active Site. Current prices, bands and optional extras are published at kerbline.co.uk and are recorded in your Order. Users are unlimited on every Site.

All prices are exclusive of VAT, which will be added where applicable.

Monthly subscriptions are rolling and are billed monthly in advance. Either party may terminate on 30 days written notice, taking effect at the end of the notice period.

Annual subscriptions are a 12-month commitment, billed annually in advance, at the annual rate published at the time of your Order. They renew automatically for successive 12-month terms unless either party gives 30 days written notice before the renewal date.

Adding Sites. You may create Sites up to the number your subscription covers, at any time and without contacting us. Increasing that number is arranged with us: contact us and we will confirm the price and the effect on your billing before anything changes.

Reducing Sites. Reductions are arranged with us and take effect at your next renewal date. We do not refund Sites removed mid-term.

Payment. Payment is by card through our payment processor. If a payment fails, we will follow our processor's retry schedule. If the retry schedule is exhausted without payment, your subscription lapses and clause 13 applies.

Price changes. We may change prices. For monthly subscriptions we will give at least 30 days notice, and the change takes effect at your next billing date. For annual subscriptions, price changes take effect at renewal and we will give at least 30 days notice before the renewal date. If you do not accept a price change you may terminate before it takes effect.

Late payment. We may charge interest on overdue amounts at 4% above the Bank of England base rate, and may suspend access under clause 13 while amounts remain unpaid.

8. Free trial

What you get. A 30-day free trial, with one active Site and unlimited Users on it. Everything else in these terms applies during the trial.

A card is required to start a trial. You will not be charged during the trial period.

It converts automatically. At the end of the 30 days your subscription begins at the published rate for a single Site, billed monthly, and your card is charged — unless you cancel before the trial ends. You can cancel at any point during the trial from your account, and you will not be charged.

We will remind you. You will receive an email seven days before the trial ends, telling you the date and that a payment will be taken.

Limitations during the trial. One Site only. Additional Sites are available once your subscription begins. Archiving is not available during the trial.

If you do not convert. Your Site becomes read-only at the end of the trial. Nothing is deleted at that point, and your record remains readable, so that you can return, export it, or take up a subscription later.

Trial data retention — please read this, it differs from the paid position. Where a trial ends and no subscription begins, we keep the Site Content created during that trial for 90 days from the end of the trial, and then delete it. We carry that deletion out ourselves rather than by an automatic process, which is why nothing in Kerbline deletes records on a timer. This is different from the position for paying customers set out in clause 11, where we do not delete your evidence. If you want your trial data kept, take up a subscription before the 90 days expire; from the moment your subscription begins, clause 11 applies to it permanently and the 90-day period no longer has any effect.

You may ask us to delete trial data sooner, and you may export it at any time during the 90 days.

One trial per organisation. Trials are for organisations evaluating Kerbline for the first time.

9. Availability and support

Availability. We aim to keep Kerbline available and will use commercially reasonable efforts to do so. We do not offer a service level agreement or guarantee any level of uptime, and we do not offer service credits.

We may carry out maintenance that makes Kerbline temporarily unavailable. Where maintenance is planned and likely to be disruptive, we will give reasonable notice. Emergency maintenance may be carried out without notice.

Kerbline depends on third party infrastructure and on your Users' devices and network connections. We are not responsible for interruptions caused by matters outside our reasonable control, including mobile network coverage on site.

Support. Support is provided by email to support@kerbline.co.uk. We aim to acknowledge support requests within one working day. We do not commit to a resolution time.

10. Data protection

Roles. For Site Content, you are the controller and we are the processor. You decide who joins a Site, what is recorded, how it is used, and when it is deleted. We process it on your instructions.

For Account Data, we are the controller. Our privacy notice at kerbline.co.uk/privacy explains what we do with it.

Schedule 1 to these terms is our data processing agreement and forms part of this contract. Where Schedule 1 conflicts with the rest of these terms in relation to Site Content, Schedule 1 prevails.

Your obligations as controller. You confirm that you have a lawful basis for the personal data you and your Users put into Kerbline, that you have given the people concerned the information they are entitled to, and that your instructions to us will not put us in breach of data protection law.

11. Retention, archiving and deletion

We do not delete your evidence on any schedule or timer. There is no automated deletion in Kerbline and no setting that causes records to expire.

Completed Sites are archived. An archived Site remains readable.

Lapsed subscriptions become read-only for Site Content. No new photographs, messages or voice notes can be added, but the existing record remains fully accessible to you. Users can still sign in, read everything, and contact us. We do not delete Site Content because a subscription has lapsed.

Deletion happens when you ask for it. You may request deletion of a Site or of your Site Content at any time and we will act on it within 30 days. Because you are the controller of Site Content, deciding what to keep and for how long is your decision, and setting retention periods that meet your own legal and contractual obligations is your responsibility.

Export. You may export your Site Content at any time while your subscription is active, and for at least 30 days after termination, using the export tools in Kerbline. If you need help with an export beyond that period, ask us.

Trials are different. Clause 8 sets out the 90-day retention that applies to a trial that never became a subscription. Once a subscription begins, this clause applies instead, permanently.

We may retain Account Data as set out in our privacy notice, including financial records we are required by law to keep.

12. Intellectual property

We own Kerbline. All rights in the Kerbline software, its design, and our documentation and branding remain ours. Nothing in these terms transfers any of it to you.

You own your content. All rights in Site Content remain yours or your Users'. You grant us a licence to host, store, process, transmit, display and back up Site Content, and to create the derived records the service produces such as evidence packs and reports, solely in order to provide Kerbline to you and as set out in Schedule 1. That licence ends when the content is deleted.

Feedback. If you give us suggestions for improving Kerbline, we may use them freely and without obligation to you.

Anonymised data. We may compile aggregated and anonymised statistics about how Kerbline is used, and use them to operate and improve the service. Such statistics will not identify you, your Users, your Sites or your projects, and will not contain personal data or Site Content.

13. Suspension and termination

You may terminate in line with the notice periods in clause 7, or during a trial as set out in clause 8.

We may suspend or terminate if:

• you fail to pay amounts due and have not paid within 14 days of written reminder;
• you breach clause 6, and the breach is either not capable of being put right or is not put right within 14 days of us asking;
• we are required to do so by law;
• your subscription lapses following exhausted payment retries.

Where we suspend, we will tell you why and, where we reasonably can, give you the opportunity to put the matter right first. Suspension for non-payment stops new Site Content being added, as set out in clause 11; it does not close your account and it does not delete anything.

On termination:

• your right to use Kerbline ends;
• your Site Content becomes read-only and remains accessible for export for at least 30 days;
• fees already incurred remain payable, and prepaid fees are not refunded except where these terms expressly say otherwise;
• clauses 4, 11, 12, 14, 15, 17 and Schedule 1 survive termination.

14. Liability

Nothing is excluded that cannot lawfully be excluded. Neither party excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded or limited.

Subject to that, we are not liable for:

• loss of profit, revenue, business, anticipated savings or goodwill;
• loss or corruption of data, except to the extent caused by our breach of Schedule 1;
• the value, outcome or handling of any construction claim, variation, payment application, extension of time, adjudication, arbitration, litigation or other dispute, whether or not Kerbline records were used, unavailable, incomplete, inaccurate or rejected;
• any decision made by a contract administrator, adjudicator, arbitrator, court or other decision-maker;
• any indirect or consequential loss.

Subject to the above, our total liability arising out of or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited in aggregate to the total fees you have paid us in the 12 months immediately before the event giving rise to the claim.

Where the claim arises during a free trial, or before any fee has been paid, our total liability is limited to £100.

Allocation of risk. You acknowledge that the fees for Kerbline reflect this allocation of risk, that the exclusions above are reasonable given the nature of the service and its price, and that you are responsible for your own insurance against the commercial risks of your projects.

Our insurance. We maintain professional indemnity insurance and cyber insurance, each with a limit of indemnity of £1,000,000, and will provide evidence of cover on request.

Data protection claims. Nothing in this clause limits either party's liability to a data subject or to a regulator under data protection law. As between us, liability arising from a breach of data protection law is subject to the cap above, except where the law provides otherwise.

15. Confidentiality

Each party will keep the other's confidential information confidential, use it only for the purposes of this agreement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, was already known, is independently developed, or must be disclosed by law.

We treat your Site Content as your confidential information.

16. Changes to these terms

We may change these terms. When we do, we will publish a new version and, where the change is material, ask you to accept it the next time you sign in. Each version carries a version identifier, and we record which version you accepted and when.

If you do not accept a material change, you may terminate before it takes effect and we will refund any prepaid fees for the unused remainder of your term.

17. General

Assignment. You may not assign this agreement without our written consent, which we will not unreasonably withhold. We may assign it to a successor in connection with a merger, acquisition or sale of substantially all our assets, on notice to you.

Force majeure. Neither party is liable for failure to perform caused by events outside its reasonable control, provided it tells the other party and takes reasonable steps to mitigate.

No partnership. Nothing in this agreement creates a partnership, joint venture or employment relationship.

Third parties. No one other than the parties has any right to enforce this agreement under the Contracts (Rights of Third Parties) Act 1999.

Entire agreement. This agreement, together with your Order and Schedule 1, is the entire agreement between us and replaces any earlier discussions. Neither party relies on any statement not set out in it. This does not limit liability for fraudulent misrepresentation.

Severability. If any provision is found unenforceable, the rest continues in force.

Waiver. A failure to enforce a right is not a waiver of it.

Notices. Notices to us go to legal@kerbline.co.uk. Notices to you go to the administrator email address on your account.

Governing law. This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.