Terms and Conditions
for Multi-Project Services
You must read and accept these Terms and
Conditions before you can receive [Multi-Project Services] from us,
[Multi-Project Service Ltd], a company registered in England and
Wales (company number 4407616) whose registered office is at 7a
Lockington Road, Stowmarket, IP14 1BQ ([Multi-Project Service]).
You have requested that we provide certain project management
support services via the Internet ("Multi-project Services" or
"MPS") to you as set out in Schedule I at the date of this
Agreement. These Terms and Conditions set out our agreement for the
provision of Internet Project Management Support Services to you
(the "Agreement").
1 Commencement and duration of this Agreement
1.1 This Agreement commences on the date we
accept your request to receive MPS (the "Commencement Date") and
will continue indefinitely until terminated earlier by you or us in
accordance with Clause 9.
2 Our provision of the Internet Project Management Support
Services
2.1 We will provide the MPS set out in your
online registration form to you with reasonable skill and care and
in accordance with the provisions of this Agreement. We can only
provide MPS in areas of the United Kingdom or other countries where
we are technically able to from time to time.
2.2 We cannot guarantee that the MPS will be
fault free. However, if a fault occurs, you should report the fault
by electronic mail or in writing to the support service contact
details as set out in the Home Page from time to time and we will
endeavour to rectify the fault as soon as reasonable
practicable.
2.3 We may suspend the MPS where necessary for
operational reasons such as repair, maintenance or improvement of
the Services or because of an emergency. Weekly preventive
maintenance will be carried out Midday on every Sunday normally
this would be complete within an hour however it might continue
until Midnight GMT. Except in the event of an emergency or this
scheduled Preventive Maintenance, we will try to give you as much
notice as possible of any periods of downtime of the MPS by posting
a notice on the MPS Home Page or sending you an e-mail or by any
other reasonable means. We will restore the MPS after suspension as
soon as reasonably practicable.
2.4 We may, for operational or other reasons,
change any codes or the specification of the MPS. We may also
modify or update the MPS. Any such changes will not materially
affect the MPS or data already entered into the Service.
2.5 We may remove any data you have created
using the MPS if you have not accessed the service using your login
details for more than 9 months.
2.6 In order to register for the MPS you must
be and hereby warrant that you are at least 18 years of age.
3 Fees
3.1 This Clause 3 applies to all MPS charges
other than those that are charged to you by other parties for
access to the Internet.
3.2 You agree to pay us the appropriate
charges for your MPS as detailed in our Price List (the "Fees").
Current prices are available in the products page
3.3 Other than for the free service, payment
is required before we commence the provision of the MPS. We will
send you a further bill every twelve months. Bills will be issued
by e-mail.
3.4 You must pay by Bankers Draft or cheque
drawn in Sterling (GBP) or by credit card (Credit card not
available at the moment)
3.5 If your credit card payment fails or your
cheque is not honoured by your bankers we will inform you and you
must ensure that your Fees are paid by an alternative method by the
last payment date as stated on your bill.
We reserve the right to make an additional charge, as detailed in
our Price List, to reflect the extra costs we incur in respect of a
failed payment.
3.6 Failure to pay:
3.6.1 If you fail to pay the Fees within 20
days following the due date for payment for any reason, we reserve
the right to immediately withdraw your entitlement to the MPS
3.6.2 If your Fees remain unpaid within 50
days after the original due date for payment all of your data held
on MPS will be deleted.
3.7 You may cancel a payment of the Fees or
any other relevant payment, which is made by your credit or debit
card where it has been used fraudulently in connection with this
Agreement.
4 Your use of the MPS
4.1 These MPS are provided solely for your use
and you may not resell or attempt to resell the MPS (or any part of
it) to any third party.
4.2 You agree to use the MPS for lawful
purposes only, and in a manner which does not infringe the rights
of, or restrict or inhibit use or enjoyment of the MPS by any other
persons. The MPS must not be used:
4.2.1 in a way that is in unlawful or
fraudulent; or
4.2.2 to deliver, knowingly receive, upload,
download, use or re-use any information or material which is
abusive, defamatory, obscene or menacing, or in breach of any
copyright, privacy or any other rights; or
4.2.3 to send or to promote the sending of any
unsolicited advertising or promotional material; or
4.2.4 in a way which infringes any third
party's Intellectual Property Rights; or
4.2.5 in a way that does not comply with any
written or electronic instructions sent by us to you or posted on
the MPS Web site by us from time to time.
4.3 You shall be responsible for any losses,
expenses or other costs incurred by us that are caused
by your breach of Clauses 4.1 or 4.2. We shall
notify you of any such claims or proceedings and inform you
regularly as to the progress of such claims or proceedings.
4.4 We do not guarantee the accuracy or
completeness of any of the information you apply to MPS as this is
solely under your control.
4.5 We will not be liable for the consequences
of the way you use the reports and other output from MPS.
4.6 We may, at our sole discretion, implement
an automatic cut-off to terminate your MPS session (a single period
of MPS access) after a fixed period of time (after 10 hours) and/or
at a specific time of day (for example 05:00 GMT). The purpose of
the automatic cut-off is to maximise the performance of the MPS for
all users and to allow for system maintenance.
5 Login names and Password
5.1 You must ensure that your login name( s)
and password( s) used in connection with the MPS are kept
confidential and are only used by authorised users. You must inform
us immediately if you know or suspect that your login name( s) or
password( s) has been disclosed to an unauthorised user or is being
used in an unauthorised way. You must not change or attempt to
change a login name without our consent.
5.2 We may:
5.2.1 suspend your user name(s) and
password(s) if at any time we think that there is or is likely to
be a breach of security; and
5.2.2 ask you to change any password(s).
5.3 You must provide accurate information in
your online registration form and inform us immediately if there
are any changes to that information.
5.4 You accept and acknowledge that the MPS,
like other Internet applications, is not totally secure and we do
not guarantee the prevention or detection of any unauthorised
attempts to access the MPS.
6 Personal Data
6.1 We may contact you before, during and
after the term of this Agreement in order to administer, evaluate,
develop and maintain the MPS. We will keep a record of your
personal data you have provided to us or which we have legitimately
obtained in connection with the MPS.
6.2 We will comply with the Data Protection
Act 1998 and other any applicable data protection legislation. By
registering for the MPS you consent to our using and/or disclosing
your personal information for the following purposes:
6.2.1 providing, or arranging for third
parties to provide, help desk facilities which may be available to
you and to bill you for the MPS which may involve disclosing your
personal information to third parties solely for those
purposes;
6.2.2 to selected third parties for the
purposes of providing and operating the MPS; and
6.2.3 providing, or arranging for third
parties to provide, any additional services you request from
us.
6.2.4 as required or permitted by law from
time to time.
6.3 We will not use your personal data for
marketing other products and services or any third party products
and services without having given you the opportunity to opt out of
such marketing opportunities.
7 Intellectual Property Rights
7.1 You warrant that you are entitled to use
any trademark or name that you are seeking to use in any e-mail
address or reports produced from MPS.
7.2 We may require you to change your
information in MPS or e-mail address and we may suspend the MPS if
we reasonably believe that any information in MPS or e-mail address
you are using is, or is likely to be, offensive, abusive,
defamatory or obscene or in breach of Clause 4.2.
7.3 The design of MPS is protected by
copyright, trademarks and other Intellectual Property Rights. You
must not and must not permit anyone else to copy, store, modify,
distribute externally, broadcast or publish any part of the
MPS.
8 Limitation of liability
8.1 Nothing in this Agreement excludes either
party's liability with respect to death and personal injury
resulting from the negligence of that party, its employees, agents
or subcontractors or for fraudulent misrepresentation or under the
tort of deceit.
8.2 Neither party will be liable to the other
under this Agreement for any loss or damage caused by it or its
employees or agents in circumstances where such loss or damage is
not a reasonably foreseeable result of any such breach or any
increase in loss or damages results from breach by the party
suffering loss of any terms of this Agreement. Further, our
liability shall not in any event include losses related to your
business such as loss of data, loss of profits or business
interruption.
8.3 Subject to Clauses 8.1 and 8.2, our
liability to you in contract, tort, negligence or otherwise arising
out of or in connection with this Agreement shall for anyone
incident or series of related incidents be limited to the value of
the annual Fees paid (or payable) by you to us in the calendar year
in which the liability first arose or the sum of £100
whichever is the greater.
9 Cancellation, Suspension and Termination of this
Agreement
9.1 Subject to Clause 9.2 you have the right
under the Distance Selling Regulations 2000 to give notice to
cancel this Agreement within 7 working days of the date of this
Agreement. Notice should be sent as set out in Clause 11.4 of this
Agreement. In the event of cancellation this Agreement shall be
treated as if it had not been made.
9.2 If you use the MPS prior to the expiry of
the cancellation period, as set out in Clause 9.1, you agree that
you will not have the right to cancel this Agreement.
9.3 Either party may terminate this Agreement
on giving 30 days written notice to the other at anytime and for
any reason. You must pay the Fees up to an including the date of
termination for all MPS you receive from us.
9.4 Subject to Clause 9.5 either party may
terminate this Agreement or the MPS provided under it immediately,
without notice, if the other commits a material breach of this
Agreement and, where such a breach is capable of remedy, fails to
remedy the breach within 14 days of a written notice to do so.
9.5 We may at our sole discretion immediately
suspend or terminate this Agreement or suspend the provision of the
MPS in the event that:
9.5.1 We are directed by any competent
authority to cease the provision of the MPS or any part of it;
or
9.5.2 you fail to pay the Fees where you are
required to do so, as set out in Clause 3; or 9.5.3 you use the MPS
in breach of Clauses 4, 5 or 7; or
9.5.4 your use of the MPS materially disrupts
the provision of our services to other customers.
9.6 If we suspend the MPS we may terminate
this Agreement at any time if the circumstance(s) in Clause 9.5
remain.
10 Force Majeure
10.1 Neither party will be liable to the other
for any failure to deliver the MPS or for any breach by it of this
Agreement, where such failure or breach is due to a reason outside
the reasonable control of such party, including, but not limited
to, failure of a third party telecommunications provider,
lightning, exceptionally severe weather, fire, explosion, war,
riots, industrial disputes, acts of terrorism, government action or
regulation or national or local emergency. If such failure to
deliver continues for more than 3 months after the commencement of
such failure, then either party may terminate this Agreement on
notice in writing to the other party.
11 General Provisions
11.1 We may change the terms of this Agreement
(including the Fees) at any time, provided that if the change is
likely to materially prejudice your use of the MPS we will give you
notice of the changes at least 14 days before the change is to take
effect at which time you may terminate this Agreement in accordance
with Clause 9.4.
11.2 We intend to rely upon the terms and
conditions set out in this Agreement. To protect your own interest,
please read the terms and conditions carefully before signing. If
you are in any doubt as to the meaning of the terms and conditions,
please contact us via the contact details contained on the MPS Home
Page.
11.3 This Agreement does not create any rights
under the Contracts (Rights of Third Parties) Act 1999 which is
enforceable by any person who is not a party to it but this does
not affect any right or remedy of a third party which exists or is
available apart from that Act.
11.4 Notices given under this Agreement, other
than a notice under Clause 2.3 of this Agreement, must be in
writing and may be delivered by hand, courier or first class post,
by fax or e-mail with confirmation. Notices shall be deemed to have
been given on the following dates: on the date of delivery by hand;
and on the date following the date of sending by courier, first
class post, fax or e-mail. Notices must be sent to the following
addresses:
11.4.1 to us at the relevant details of MPS
set out above in this Agreement or any alternative address which
MPS notifies to you or which appears on the MPS Web site from time
to time;
11.4.2 to you at the relevant details which
you submit during the registration process.
11.5 We may assign, sub-contract or otherwise
deal with our rights or obligations under this Agreement without
giving you notice beforehand. You may not assign, sub-contract,
sell or transfer your rights or obligations under this Agreement
without our prior agreement which shall not be unreasonable
withheld.
11.6 If any part, term or provision of this
Agreement is held to be illegal or unenforceable, the validity or
enforceability of the remainder of this Agreement will not be
affected.
11.7 If either party delays in acting upon a
breach of this Agreement that delay will not be regarded as a
waiver of that breach. If either party waives a breach of this
Agreement that waiver is limited to that particular breach.
12 Applicable Law
Relevant United Kingdom law applies to this
Agreement and the parties submit to the exclusive jurisdiction of
relevant United Kingdom Courts.
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