Thank you for choosing PROPROJECT. The following terms govern your use of and access to PROPROJECT, so we would ask that you read them carefully. If you have any questions in relation to the terms, please contact us at email@example.com.
1. THE PROPROJECT USER TERMS
1.1. These terms (User Terms) form a binding legal agreement (Agreement) between the user (you, your) and Intelligent Site Technologies Limited Trading As ‘PROPROJECT’ (we, us, our) and relate to how you may use the website at www.proproject.io (Site) and the downloadable PROPROJECT software application (App, and together with the Site and any other related software and services provided by us to you, PROPROJECT). By accepting these User Terms you agree to be bound by their effect.
1.2. References to clauses (unless otherwise provided) are references to the clauses of these User Terms. Words in the singular include the plural and in the plural include the singular. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. References to including and include(s) shall be deemed to mean respectively, including without limitation and include(s) without limitation.
2. ACCEPTING THE USER TERMS
2.1. In order to use PROPROJECT, you must first agree to these User Terms. You may not use PROPROJECT if you do not accept the User Terms. You can accept the User Terms by:
2.1.1. clicking to accept or agree to the User Terms, where this option is made available to you in the user interface provided to you; or
2.1.2. by actually using PROPROJECT. In this case, you understand and agree that we will treat your use of PROPROJECT as acceptance of the User Terms from that point onward.
3. USE OF PROPROJECT BY YOU
3.1. In consideration of your agreeing fully to comply with and be bound by these User Terms, we hereby grant you a non-exclusive, non-assignable, non-transferable, non-sub-licensable licence for the duration of the Agreement created by these User Terms to use PROPROJECT solely and strictly for your own use in relation to your position as a barrister or, where prior consent has been sought from you and given by us in writing, for an alternative use.
3.2. You agree not to access (or attempt to access) any part of PROPROJECT by any means other than through the interface that is provided by us. You specifically agree not to access (or attempt to access) any part of PROPROJECT through any automated means, including use of scripts, robots, spiders, scrapers or web crawlers. You agree that you will not (a) take any action that imposes, or may impose (in each case in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) (save to the extent permitted by governing law) copy, duplicate, reproduce, rent, lease, loan, sell, trade, resell, modify, create derivative works, distribute or publicly display any part of PROPROJECT without prior written consent from us; (c) interfere or attempt to interfere with the proper working of PROPROJECT or any activities conducted via PROPROJECT; (d) bypass any measures we may use to prevent or restrict access to PROPROJECT; and (e) attempt to reverse engineer, decompile or otherwise seek to obtain access to any source code in PROPROJECT.
3.3. You agree that you will not engage in any activity that interferes with or disrupts PROPROJECT, or the servers and networks which are connected to PROPROJECT.
3.4. We may elect to update PROPROJECT. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of PROPROJECT. In relation to the App, you agree that we may automatically deliver such updates to you as part of the App and you shall receive and install them as required. If you choose not to install any update, you acknowledge that the performance of the App may be affected.
4. ACCOUNT SECURITY
4.1. In order to use PROPROJECT you will be required to open an account (User Account) and to pay the appropriate fee in accordance with clause 5 below. You represent and warrant to us that any and all information provided by you is true, accurate and complete. You undertake to notify us promptly of any changes to such information. You agree not to impersonate any other person or entity or to use a false name or a name that you are not authorised to use. We reserve the right to decline any application from you to open a User Account in our sole discretion and/or to terminate your use of PROPROJECT in accordance with the terms of clause 10.1 where we, in our sole discretion, believe that you are in breach of any provision of these User Terms.
4.2. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any User Account you use to access PROPROJECT. Accordingly, you agree that you will be solely responsible to us for all activities that occur under your account, as determined, noted, or recorded by us. Such determination, notation and record shall be at our sole discretion, and shall serve as conclusive proof of the facts stated therein and to which they attest.
4.3. You grant us the right to access your User Account, for the purposes of any monitoring, service, improvement or upgrade. For the purposes of this clause 4.3, ‘User Account’ does not include Private Content.
4.4. If you become aware of any unauthorised use of your password or of your User Account, you agree to notify us immediately at firstname.lastname@example.org
5.1. You will only be able to use PROPROJECT once the appropriate fee along with any other value added tax or other similar tax which may be applicable has been received by us from you in accordance with this clause 5. The fee will be assessed according to which package of services you have selected (Package) and will be payable monthly in advance or annually in advance of receiving the Package (Subscription Fee). Please note that once you have selected a Package, the PROPROJECT services will be supplied on an ongoing basis, until this Agreement is terminated either by you or by us in accordance with clause 10.
5.2. Payment for the Subscription Fee will be due on the 1st of each calendar month (for monthly subscriptions) or of the relevant month each year (for annual subscriptions). All payments and transactions must be made in pounds sterling and, subject to clause 11.2, no refunds shall be payable in respect of money paid by you to us under this Agreement.
5.3. The volume of any data uploaded, stored or transferred may be limited according to the Package you have selected (Data Limit). When you have reached the Data Limit you will be unable to add additional data to your User Account (Service Limitation). You may at any time during your use of PROPROJECT purchase excess data storage by paying excess data storage fees (Excess Fees).
5.4. You acknowledge that the Subscription Fee and any Excess Fees are exclusive of any telecommunication charges which may be required in connection with your use of PROPROJECT. All telecommunications charges incurred by you in connection with your use of PROPROJECT remain solely at all times your responsibility.
5.5. When you open your User Account you will be required to provide us with up-to- date and complete credit card details. You confirm that you are authorised to use the credit card designated to pay Subscription Fees or Excess Fees and that you are the holder of the card.
5.6. By providing your credit card details, you hereby authorise us to bill that credit card for the Subscription Fees on a monthly or annual basis depending on the Package you have selected and/or any Excess Fees required in accordance with clause 5.3.
5.7. In the event that we do not receive payment authorisation or any authorisation which has been granted is subsequently cancelled, we may suspend your User Account immediately. If we have not received payment within 14 days of the payment being due, we will terminate the Agreement and the provisions of clause 11 shall apply.
5.8. We reserve the right at any time to increase the Subscription Fee or Excess Fee provided we give you written notification of any such price changes no less than 28 days in advance of any such fee being due. In the event that you do not agree to the price revision, you may terminate the Agreement in accordance with clause 10.2.
5.9 PROPROJECT is a software as a service product. Once you have completed the application process, we will send you an email verifying that the process has been completed and providing you with a link to access your new account.
6. PRIVATE CONTENT
6.1. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any media files, metadata, graphics, images, trademark and/or logos, photographs, videos and other like materials that you may choose to upload, download, transmit, email or display while using PROPROJECT (any and all such content, Private Content) and for the consequences of your actions (including any loss or damage which we may suffer) by so doing. We do not control the Private Content used in PROPROJECT, nor do we guarantee the accuracy, integrity or quality of such Private Content.
6.2. Any Private Content will only be used by us solely for the proper operation of PROPROJECT.
6.3. By uploading Private Content, you grant a worldwide, royalty-free, non-exclusive, sub-licensable and transferable licence to use the Private Content solely for the proper operation of PROPROJECT, to us and any third parties with which we may work from time to time in the provision of PROPROJECT.
6.4. By uploading Private Content, you represent and warrant that:
6.4.1. you have the rights, power and authority necessary to grant the licence at clause 6.3 above;
6.4.2. you have the lawful right to upload, reproduce and distribute (to the extent required by you) such Private Content;
6.4.3. the uploading, downloading, emailing, transmission or any other use made of any Private Content in or by PROPROJECT will not constitute or encourage a criminal offence, violate the rights of any party or otherwise create liability or violate any local state, national or international law;
6.4.4. any Private Content distributed by you will not be unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, indecent, inflammatory, libellous, tortious, hateful or racially, ethnically or otherwise objectionable or invasive of another’s rights, including rights of celebrity, privacy and intellectual property; and
6.4.5. the Private Content will not breach national or international intellectual property laws, nor infringe the intellectual property rights of any third party.
6.5. You acknowledge and agree that we are not responsible or liable in any way for any Private Content uploaded or distributed by you while using PROPROJECT, and that we have no duty to moderate any such Private Content.
6.6. You shall indemnify us and hold us harmless, without limitation and upon demand, against any claims proceedings, actions, costs, damages, expenses, liability, losses and demands (including reasonable legal expenses) that may be incurred by us, whether arising directly or indirectly from any Private Content you upload onto PROPROJECT.
7. INTELLECTUAL PROPERTY
7.1. You acknowledge that we own or license all legal rights, title and interest in and to PROPROJECT, including any intellectual property rights which subsist in PROPROJECT (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
7.2. You agree not to use any of the trademarks, trade names, services marks, copyrights, logos, domain names and other distinctive brand features belonging to us or any third party unless you have valid written permission to do so. You agree not to alter, remove or obscure any proprietary notices (including copyright and trademark notices) which may appear in or be held within PROPROJECT.
7.3. In the event that your use of PROPROJECT, if used in accordance with the User Terms, infringes any intellectual property rights of a third party, we may, at our sole discretion and expense, replace or modify PROPROJECT so that it is no longer infringing or obtain for you the right to continue using PROPROJECT. This therefore constitutes your sole remedy in relation to any such infringement.
8. YOUR PERSONAL DATA
8.1. Your use of PROPROJECT, including any registration process, may involve your disclosure to us of personal data (which term shall include sensitive personal data) relating to data subjects (personal data and data subjects each as defined by the Data Protection Act 1998). In the event that you do so disclose such personal data, you:
9.1. Confidential Information shall mean your personal data and Private Content that is supplied to us in relation to your use of PROPROJECT. We undertake that for the duration of this Agreement, or thereafter, and subject to clause 6.3, we shall not disclose any Confidential Information to any third party and we shall protect the Confidential Information against unauthorised disclosure by using the same degree of care as we take to preserve and safeguard our own confidential information of a similar nature.
9.2. The obligations set out in this clause 9 shall not apply to Confidential Information which we can demonstrate is or has become publicly known other than through breach of this clause 9, or was in our possession prior to your disclosure in relation to this Agreement, or was received by a third party who has full right of disclosure, or was independently developed by us, or is required to be disclosed by law or regulatory body.
10.1. We may at any time, terminate this Agreement with you and the supply of PROPROJECT if:
10.1.1. you have materially breached any provision of the User Terms (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the User Terms) and, where such breach is capable of remedy, we determine that you have not so remedied within fourteen days of notification;
10.1.2. we are required to do so by law (for example, where the provision of PROPROJECT to you is, or becomes, unlawful);
10.1.3. you cease to trade; or become insolvent or unable to pay your debts within the meaning of the insolvency legislation applicable to you; or a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole part of your business or assets, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; or the ability of your creditors to take any action to enforce your debts is suspended, restricted or prevented or some or all of your creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or any process is instituted which could lead to you being dissolved and your assets being distributed to your creditors, shareholder or other contributors (other than for the purposes of solvent amalgamation or reconstruction)or
10.1.4. the provision of PROPROJECT is, in our opinion, no longer commercially viable.
10.2. You may terminate the Agreement by giving us 5 days prior notice. You understand and agree that termination of the Agreement under this clause will not entitle you to a refund of any fee paid by you to us for the provision of PROPROJECT.
11. EFFECT OF TERMINATION
11.1. On termination of the Agreement the following clauses shall apply:
11.1.1. you must pay any outstanding sums due to us under the terms of this Agreement immediately on termination;
11.1.2. the licence granted to you at clause 3.1 of these User Terms terminates;
11.1.3. all of the legal rights, obligations and liabilities that you and we have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of clauses 3.2, 3.3, 6.6, 9, 11, 12, 13 and 14 shall survive termination of the Agreement;
11.1.4. we reserve the exclusive right and prerogative to retain, maintain, archive, protect, use or store any personal data or such information, without regards as to time or duration, as is strictly necessary to comply with our legal obligations, resolve disputes and enforce agreements; and
11.1.5. any Private Content held by PROPROJECT will be available for you to download for 28 days after termination, and we will use all reasonable endeavours to destroy any copies of the whole or a part of any Private Content which is held by us in accordance with clause 6.2, forthwith.
11.2. In the event that this Agreement is terminated by us under the provisions of clause 10.1.4 above, we will refund you, on a pro rata basis, any fees paid by you to us for PROPROJECT services which will not be provided to you.
12. DISCLAIMER AND LIMITATION OF LIABILITY
12.1. Nothing in these User Terms, including this clause 12 shall exclude or limit any warranty or liability to the extent that the same may not be lawfully excluded or limited by applicable law, including liability for fraud or for death or personal injury caused by its negligence.
12.2. There are no conditions, warranties, representations or other terms, express or implied, that are binding on us except as specifically stated in these User Terms (including implied warranties and conditions or merchantability, fitness for a particular purpose and non-infringement). Any condition, warranty, representation or other terms concerning the supply of PROPROJECT which might otherwise be implied into or incorporated in these User Terms, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
12.3. While we will use every effort to ensure that PROPROJECT is available to you, you expressly understand that some of the functions of PROPROJECT rely on an internet connection being sustained and the appropriate equipment being maintained. As such, you expressly understand and so agree that your use of PROPROJECT is ‘as is’ and ‘as available’.
12.4. You expressly understand and agree that we and our licensors shall not be liable to you for any losses, damages or expenses whether direct or indirect, special, incidental or consequential or howsoever occurring in relation to such Service Limitation which will occur if you reach your Data Limit and fail to purchase any excess data storage in accordance with clause 5.2 above.
12.5. In particular, we do not represent or warrant to you that:
12.5.1. your use of PROPROJECT (including its use in conjunction with any other software) will meet your requirements, or that your use of PROPROJECT will be uninterrupted, timely, secure or free from error defects in the operation or functionality of PROPROJECT;
12.5.2. any information obtained by you as a result of your use of PROPROJECT will be accurate or reliable; and
12.5.3. that defects in the operation or functionality of PROPROJECT will be corrected, rectified or remedied.
12.6. Any material downloaded or otherwise obtained or accessed through your use of PROPROJECT is done so at your own discretion and risk, and you will be solely responsible for any damage, loss or prejudice to your computer system or other device or loss of data that result from the download or access of any such material.
12.7. In order for you to make full use of PROPROJECT it may be necessary for you to use particular computer equipment or to download or install certain pieces of software. If you are unable to access all or part of PROPROJECT because you do not have access to any necessary software or equipment, this shall not constitute a breach of these User Terms by us and we shall not be liable for any loss, damage or expense which may result from your inability to access PROPROJECT.
12.8. No advice or information, whether oral or written, obtained by you from us or any of our subsidiaries, affiliates, officials, employees or personnel, or through or from PROPROJECT shall create any warranty not expressly stated in these User Terms. All such liability is excluded to the fullest extent permitted by the law.
12.9. You expressly understand and agree that we and our licensors shall not be liable to you for:
12.9.1. any direct, indirect, special, incidental or consequential loss or damage which may arise in respect of your use of PROPROJECT and/or its non-availability;
12.9.2. loss of profit, business revenue, goodwill and anticipated savings;
12.9.3. any trading or other losses which you may incur as a result of use of or reliance upon any content on PROPROJECT;
12.9.4. the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of PROPROJECT; or
12.9.5. any effect which use of PROPROJECT may have on any software you use.
12.10. Subject to the clauses above, the aggregate liability of us in respect of any loss or damage suffered by you and arising out of or in connection with your use of the use of PROPROJECT by you and/or any third party shall not exceed the amount of the total Subscription Fee actually paid by you to us in the twelve months preceding the date of your claim.
12.11. You agree and acknowledge that you are in a better position than us to foresee and evaluate any potential damage or loss which you may suffer in connection with your use of PROPROJECT; that we cannot adequately insure its potential liability to you; and that, accordingly, the exclusions and limitations contained in this clause 12 are reasonable. You also undertake at all times to mitigate any such damage or loss.
13.1. You shall not assign, transfer or sub-license any of your rights or obligations under these User Terms. We may at any time assign all or any of our rights and transfer all or any of our obligations under these User Terms.
13.2. Failure or neglect by us to enforce any of these provisions of these User Terms at any time shall not be construed or deemed to be a waiver of our rights, nor shall this in any way affect the validity of the whole or any part of these User Terms, nor prejudice our rights to take subsequent action.
13.3. If any part of any provisions of these User Terms shall be or become invalid, unlawful or unenforceable to any extent, then the remainder of such provisions and all other provisions of these User Terms shall continue to be valid and enforceable to the fullest extent permitted by law.
13.4. These User Terms represent the entire agreement between you and us in relation to the subject matter of these User Terms and supersede any previous agreement in relation to PROPROJECT. Neither of you nor us has relied upon any statement or representation made by the other in agreeing to enter this Agreement.
14. LAW AND JURISDICTION
14.1. These User Terms shall be construed in accordance with Northern Irish law and the parties hereby submit to the exclusive jurisdiction of the Northern Irish courts to settle any disputes which may arise in connection with these User Terms.