Cappfinity Business Terms and Conditions
About us and these terms
Are you a business customer or a consumer? You will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
- you are an individual.
- you are buying products or services from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
- These terms are for our business customers. If you are a consumer or a sole trader, please find the relevant terms for you here.
- These are the terms and conditions on which we supply our Strengths Profile tool and products to you (Product) and any training sessions.
- Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide the Product (or any training session) to you, how you and we may change or end the contract, what to do if there is a problem and other important information
- These terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
- Are you a business customer or a consumer? You will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
Information about us and how to contact us
- We are Cappfinity Limited a company registered in England and Wales. Our company registration number is 06802155 and our registered office is at 2230-2235 Regents Court The Crescent, Birmingham Business Park, Birmingham, West Midlands, United Kingdom, B37 7YE. Our registered VAT number is GB 883988836.
- You can contact us by writing to us at firstname.lastname@example.org
- If we have to contact you we will do so by writing to you at the email address or postal address you provided to us in your order.
- When we use the words "writing" or "written" in these terms, this includes emails.
Our contract with you
- Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
- If we are unable to accept your order, we will inform you of this in writing and will not charge you for the Product or training session. This might be because the Product is unavailable for download, because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the Product.
- We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
Our Product and training sessions
- The Product is provided for information purposes only and for no other purpose.
- The Product should not be regarded as or relied upon as being a comprehensive opinion or assessment concerning your psychological well-being.
- Any decisions that you make once you have read the Test Result are for you alone and we will not be liable for the consequences of any such decisions.
- When you book a training session, the relevant details (such as date and time of the session) shall be provided to you during the order process.
Your rights to make changes
- If you wish to make a change to your order please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Product or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
Our rights to make changes
We may change the Product:
- to reflect changes in relevant laws and regulatory requirements; and
- to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the Product.
- We may update or require you to update the Product, provided that the Product shall always match the description of it that we provided to you before you bought it.
- If we are unable to supply the Product to you or where we are going to make a significant change to the Product (such that it no longer matches the description that we provided to you before you bought it) we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any Products paid for but not received.
- We may change the Product:
In using the Products you agree that you will:
- not use the Product in any way that is unlawful, illegal, fraudulent or harmful;
- not use the Product in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
- not upload any virus to the Product;
- not use any information through using the Product to create any software or product where the use is substantially similar to that of the Product;
- not use any information relating to the Product in any manner which would be restricted by any copyright subsisting in it;
- to sell the Product to a third party, only where the third party agrees to comply with these terms and conditions and any other requirements that we may stipulate;
- not do anything that may negatively impact upon the Product or attempt to duplicate, copy, adapt, distribute, market, lease, create, derivative works from or re-sell the Product; or
- not attempt to reverse, de-compile, disassemble, reverse engineer or otherwise endeavour to reduce to human-perceivable form any of the Product (including any of the software (in or accessible through it) or to discover or disclose the source code, methods and concepts embodied in the Product (including any of the software in or accessible through it) except as may be allowed by any applicable law which is incapable of exclusion by these terms and conditions.
- You shall indemnify us and will keep us indemnified against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by us and arising as a result of any breach by you of clause 7.1.
- In using the Products you agree that you will:
Providing the Products
- We will make the Product available for download by you as soon as we accept your order. If you have booked a training session, then the training session shall be provided to you at the date and time notified to you during the order process.
- If our supply of the Products or training session is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any Products or training session you have paid for but not received.
- We may need certain information from you so that we can supply the Products or training session to you, for example, your name and country. If so, this will have been stated in the description of the Product or training session on our website. We will contact you in writing to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 11.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Products or training session late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
We may have to suspend the supply of a Product or training session to:
- deal with technical problems or make minor technical changes;
- update the Product to reflect changes in relevant laws and regulatory requirements;
- make changes to the Product as requested by you or notified by us to you (see clause 6).
- We will contact you in advance to tell you we will be suspending supply of the Product or training session, unless the problem is urgent or an emergency. You may contact us to end the contract for a Product or training session if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 14 days and we will refund any sums you have paid in advance for the Product or training session in respect of the period after you end the contract.
- If you do not pay us for the Products or training session when you are supposed to (see clause 14.4) and you still do not make payment within seven (7) days of us reminding you that payment is due, we may suspend supply of the Product or training session until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Product or training session. As well as suspending the Products or training session we can also charge you interest on your overdue payments (see clause 14.6).
Your rights to end the contract
Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract:
- If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the Product repaired or replaced or get some or all of your money back), see clause 13; and
- If you want to end the contract because of something we have done or have told you we are going to do, see clause 9.2.
If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any Products or training session which have not been provided. The reasons are:
- we have told you about an upcoming change to the Product or training session or these terms which you do not agree to (see clause 6.2);
- we have told you about an error in the price or description of the Product or training session you have ordered and you do not wish to proceed;
- there is a risk that supply of the Products or training session may be significantly delayed because of events outside our control;
- we have suspended supply of the Products or training session for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 14 days; or
- you have a legal right to end the contract because of something we have done wrong.
- Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract:
How to end the contract with us
- To end the contract with us, please email us at email@example.com. Please provide your name, address, details of the order and, where available, your phone number and email address.
- If you are entitled to a refund under these terms we will refund you the price you paid for the Products, by the method you used for payment. However, we may make deductions from the price, as described below.
- We will make any refunds due to you as soon as possible and in any event within 30 days from the date we confirm that we will be issuing you with a refund.
Our rights to end the contract
We may end the contract for a Product or training session at any time by writing to you if:
- you do not make any payment to us when it is due and you still do not make payment within seven (7) days of us reminding you that payment is due; or
- you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Products or training sessions, for example, your name and address; or
- you are in breach of any of the obligations set out in clause 7.
- If we end the contract in the situations set out in clause 11.1 we will refund any money you have paid in advance for Products or training sessions we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
- We may write to you to let you know that we are going to stop providing the Product. We will let you know at least seven (7) days in advance of our stopping the supply of the Product, however we will grant you access to the Product for a reasonable time after the date we stop supplying the Product. If a Product is fully withdrawn (i.e. not accessible) then we will refund any sums you have paid in advance for Products which will not be provided.
- We may end the contract for a Product or training session at any time by writing to you if:
If there is a problem with the Product
- If you have any questions or complaints about the Product, please contact us. You can write to us at firstname.lastname@example.org.
Your rights in respect of defective Products
- 13.1 We warrant that the Products shall conform in all material respects with their description as set out on our website
Subject to clause 13.3, if:
- you give us notice in writing within a reasonable time of discovery that a Product does not comply with the warranty set out in clause 13.1; and
- we are given a reasonable opportunity of examining such Product, we shall, at our option, repair or replace the defective Product, or refund the price of the defective Product in full.
We will not be liable for a Product's failure to comply with the warranty in clause 13.1 if
- you make any further use of such Product after giving a notice in accordance with clause 13.2.1
- the defect arises because you failed to follow our oral or written instructions as to the installation or use of the Product or (if there are none) good trade practice;
- your operating system is insufficient; or
- you alter or modify the Product without our written consent.
- Except as provided in this clause 13, we shall have no liability to you in respect of a Product's failure to comply with the warranty set out in clause 13.1.
- These terms shall apply to any repaired or replacement Products supplied by us under clause 13.2.
Price and payment
- The price of the Product or training session (which includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the Product or training session advised to you is correct. However please see clause 14.3 for what happens if we discover an error in the price of the Product or training session you order.
- If the rate of VAT changes between your order date and the date we supply the Product or training session, we will adjust the rate of VAT that you pay, unless you have already paid for the Product or training session in full before the change in the rate of VAT takes effect.
- It is always possible that, despite our best efforts, some of the Products or training sessions we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the Product or training session's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the Product or training session's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.
- Unless you have agreed credit terms you must pay for the Products before you download them. Where you have booked a training session, you must pay for the training session at the time of booking. If we have agreed credit terms with you, then you will have 30 days from the date of your invoice to make payment for the Product and/or training session.
- You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
Our responsibility for loss or damage suffered by you
Nothing in these terms shall limit or exclude our liability for:
- death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
- breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
- fraud or fraudulent misrepresentation; or
- any matter in respect of which it would be unlawful for us to exclude or restrict liability.
- Except to the extent expressly stated in clause 13.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded. All other warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from our contract with you.
Subject to clause 15.1
we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
- any loss of profit;
- losses that were not caused by any breach of the contract by us;
- loss of data; or
- any indirect or consequential loss arising under or in connection with any contract between us; and
- our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total amount actually paid by you in the 12 months prior to liability arising.
- we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
- Nothing in these terms shall limit or exclude our liability for:
Intellectual property rights
- You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Products or training sessions available on our website. Except as expressly stated herein, this contract does not grant you any rights to, under or in, any intellectual property rights or any other rights or licences in respect of the Product or training session.
How we may use your personal information
Other important terms
- We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this.
- You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
- This contract is between you and us. No other person shall have any rights to enforce any of its terms.
- Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
- If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Products or training session, we can still require you to make the payment at a later date.
- Any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England shall have exclusive jurisdiction to settle any such dispute or claim.