1.1. These Terms and Conditions ("Terms") govern your use of the products and services provided by Crakd Limited ("Crakd", "we", "us", "our"), a company registered in England and Wales under company number 16339368, with its registered office at 70 Home Park Road, London, England, SW19 7HN.
1.2. By subscribing to or using our Service, you ("Customer", "you", "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you confirm that you have the authority to bind that organisation.
1.3. These Terms apply to all subscriptions, whether arranged directly with Crakd or through an authorised reseller or channel partner.
1.4. We may update these Terms from time to time. Where changes are material, we will notify you at least 30 days in advance. Continued use of the Service after the effective date of any changes constitutes acceptance of the updated Terms.
In these Terms:
3.1. Crakd provides workflow automation applications designed to work with Pegasus Opera. The Service includes the platform, Dashboards, and any subscribed Apps.
3.2. The Service is provided on a software-as-a-service (SaaS) basis for cloud deployments, or installed on your own infrastructure for on-premise deployments.
3.3. We will use commercially reasonable efforts to make the Service available 24/7, excluding planned maintenance. We will provide reasonable notice of planned maintenance where possible.
3.4. We reserve the right to modify, update, or improve the Service at any time. Where changes materially reduce the functionality of a subscribed App, we will provide at least 30 days' notice.
4.1. Your Subscription begins on the date specified in your order confirmation and continues for the initial term stated (minimum 12 months), after which it will automatically renew on a rolling monthly basis unless terminated in accordance with clause 12.
4.2. Each Subscription includes a set number of Users as defined by your platform plan. Additional Users may be added at the applicable per-user rate.
4.3. User accounts are for named individuals and may not be shared. You are responsible for ensuring that login credentials are kept secure.
4.4. You are responsible for all activity that occurs under your Users' accounts.
5.1. Fees for the Service are as set out in your order confirmation and on our pricing page. All fees are quoted in pounds sterling (GBP) and are exclusive of VAT unless stated otherwise.
5.2. Subscription fees are payable monthly in advance by Direct Debit via GoCardless, unless we agree an alternative payment method in writing.
5.3. We may increase fees at any time after the initial 12-month term by providing at least 30 days' written notice before the next billing date. If you do not agree to the increase, you may terminate your Subscription in accordance with clause 12.
5.4. If any payment is overdue, we reserve the right to:
5.5. Where your Subscription is arranged through an authorised reseller, the reseller's payment terms may apply to the billing relationship between you and the reseller. Your access to the Service remains subject to these Terms.
6.1. You are responsible for:
6.2. You must not:
7.1. We process personal data in accordance with our Privacy Policy, available at crakd.ai/privacy-policy.html.
7.2. Where we process Customer Data on your behalf, we act as a data processor under UK GDPR. The terms of this processing are set out in our Data Processing Agreement ("DPA"), available at crakd.ai/data-processing-agreement.html.
7.3. You acknowledge that you are the data controller for Customer Data and are responsible for ensuring that you have the necessary legal basis and permissions to process that data using the Service.
7.4. Crakd does not store your financial data beyond what is required for operational processing. Customer Data is accessed on demand from your Opera database.
8.1. All intellectual property rights in the Service (including the software, platform, Apps, documentation, and branding) are and remain the property of Crakd Limited.
8.2. Your Subscription grants you a non-exclusive, non-transferable, revocable licence to use the Service for your internal business purposes during the Subscription term.
8.3. You retain all rights in your Customer Data. By using the Service, you grant Crakd a limited licence to process Customer Data solely for the purpose of providing and improving the Service.
8.4. We may use aggregated, anonymised data derived from use of the Service for product development, analytics, and benchmarking purposes. This data will not identify you or any individual.
9.1. Each party agrees to keep confidential any information disclosed by the other party that is marked as confidential or that a reasonable person would consider confidential given the nature of the information ("Confidential Information").
9.2. Confidential Information does not include information that:
9.3. The obligations in this clause survive termination of the Subscription for a period of 3 years.
10.1. We warrant that:
10.2. The Service is provided "as is" to the extent permitted by law. We do not warrant that the Service will be uninterrupted, error-free, or free from vulnerabilities.
10.3. We do not warrant that the Service will be compatible with all versions of Pegasus Opera or all hardware/software configurations. Compatibility requirements will be communicated during onboarding.
10.4. Any reliance on the outputs of the Service (including AI-assisted matching, categorisation, or reconciliation) is at your own discretion. You are responsible for reviewing and approving transactions before they are posted to Opera.
11.1. Nothing in these Terms excludes or limits liability for:
11.2. Subject to clause 11.1, our total aggregate liability to you under or in connection with these Terms (whether in contract, tort, negligence, or otherwise) shall not exceed the total fees paid by you in the 12 months immediately preceding the event giving rise to the claim.
11.3. Subject to clause 11.1, we shall not be liable for any:
11.4. We shall not be liable for any loss or damage arising from your failure to maintain adequate backups of your Opera database or Customer Data.
12.1. Your Subscription has a minimum term of 12 months from the start date.
12.2. After the initial term, the Subscription continues on a rolling monthly basis. Either party may terminate by providing at least 30 days' written notice before the next billing date.
12.3. We may terminate or suspend the Subscription immediately if:
12.4. You may terminate the Subscription immediately if we materially breach these Terms and fail to remedy the breach within 30 days of written notice.
12.5. On termination:
13.1. We may suspend access to the Service if:
13.2. We will provide reasonable notice of any suspension where possible and will restore access as soon as the issue is resolved.
14.1. Neither party shall be liable for any failure or delay in performing obligations under these Terms where such failure or delay is caused by circumstances beyond that party's reasonable control, including (but not limited to) natural disasters, pandemics, war, terrorism, civil unrest, government action, power failure, internet or telecommunications failure, or acts of third parties.
14.2. The affected party must notify the other party as soon as reasonably practicable and use reasonable efforts to mitigate the effects of the event.
14.3. If a force majeure event continues for more than 60 days, either party may terminate the Subscription by providing written notice.
15.1. The Service may integrate with or rely on third-party services, including but not limited to Pegasus Opera, GoCardless, and cloud infrastructure providers.
15.2. We are not responsible for the availability, performance, or terms of any third-party service. Your use of third-party services is subject to their own terms and conditions.
15.3. Where a third-party service is required for a specific App (e.g., a GoCardless account for the GoCardless Direct Debit app), you are responsible for maintaining that account and any associated fees.
16.1. You agree to indemnify and hold Crakd harmless against any claims, losses, damages, and costs (including reasonable legal fees) arising from:
17.1. These Terms are governed by and construed in accordance with the laws of England and Wales.
17.2. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.
17.3. Before commencing legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of at least 30 days.
18.1. Entire agreement. These Terms, together with any order confirmation, the Privacy Policy, and the DPA, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.
18.2. Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
18.3. Waiver. A failure by either party to exercise or enforce any right under these Terms does not constitute a waiver of that right.
18.4. Assignment. You may not assign or transfer your Subscription or any rights under these Terms without our prior written consent. We may assign our rights and obligations to a successor entity in connection with a merger, acquisition, or sale of assets.
18.5. Notices. Notices under these Terms should be sent by email to support@crakd.ai (for notices to Crakd) or to the email address associated with your account (for notices to you).
18.6. No partnership. Nothing in these Terms creates a partnership, joint venture, or agency relationship between the parties.
If you have any questions about these Terms:
Crakd Limited
70 Home Park Road, London, England, SW19 7HN
Email: support@crakd.ai
Company number: 16339368