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Terms and conditions

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Terms and Conditions 
for Multi-Project Services

Norfolk House

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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