TERMS & CONDITIONS (view full screen)

Standard Terms and Conditions. Version 4.1, 25th February 2016.

    1. Interpretation IN these conditions unless there is something in the subject or context which is inconsistent therewith:
      • words importing the masculine gender only shall include the feminine gender and vice versa;
      • words importing the singular number only shall include the plural number and vice versa;
      • words importing persons include corporations and vice versa;
      • the word “including”, unless the context otherwise requires, shall mean “including without limitation”;
      • any reference to an Act of Parliament shall include any modification extension or re-enactment thereof for the time being in force and shall also include all instruments orders plans regulations permissions and directions for the time being made issued or given thereunder or deriving validity therefrom;
      • any covenant by the Customer not to do any act or thing shall be deemed to include an obligation not to permit such act or thing to be done and to use its best endeavours to prevent such act or thing being done by a third party;
      • the paragraph headings do not form part of this Agreement and shall not be taken into account in its construction or interpretation.

      any reference in this Agreement to “writing” or cognate expressions includes a reference to email or comparable means of communication.

      Any words defined in the Order Form shall have the meanings given therein. The following definitions shall apply to the Order Form and these Terms and Conditions:

      • “AUP” means the Company’s Acceptable Use Policy for Projectfusion, which is set out in the schedule to this Agreement;
      • “Basic Price” means all fees shown on the Order Form apart from Set-up Fees.
      • “Business Hour(s) means hour occurring during Standard Support Hours.
      • “Commencement Date” the date the Company generates an email to the Customer that includes the information required to allow the Customer to access Projectfusion..
      • “Company” means OD Consultancy Limited a company incorporated in England whose registered office is at Hikenield House, Icknield Way, Andover, Hampshire, SP10 5RG, registered number 3389226.
      • “Customer” means the person named on the Order Form to whom the Company has agreed to provide Projectfusion in accordance with these Terms;
      • “Data” includes information, documents, text, software, music, sound, photographs, graphics, video, messages and other materials of any kind and in any form;
      • “Downtime” means all times when Projectfusion is not available to be accessed by Users other than at Exception Times;
      • “Exception Times” means such times that Users are unable to access Projectfusion due to:
        • maintenance performed during a Standard Maintenance Window (as defined below);
        • Event of Force Majeure (as hereinafter defined);
        • problems with the Customer’s or a User’s network, desktop, third party software applications, hardware or network connectivity to Projectfusion; or
        • misuse of Projectfusion by a User.
      • “Minimum Term” means the minimum period of the Agreement specified on the Order Form.
      • “Month” means calendar month.
      • “Nominated Champions” means such Users as may be notified to the Company by the Customer in writing from time to time to perform certain administrative and support functions for the Projectfusion Instance including, without prejudice to the generality of the forgoing, responding to customer support enquiries relating to that Projectfusion Instance and escalating unresolved support enquiries to the Projectfusion Helpdesk.
      • “Order Form” means the order form to which these terms are appended.
      • “Projectfusion” means the Projectfusion Software, the Third Party Content, the Projectfusion network (or other replacement site designated by the Company) and any support and other services that the Company may provide from time to time.
      • “Projectfusion Instance” means a specific location (or series of related locations) on the host servers created with Projectfusion Software, and designated by a unique URL(s) and referred to in the Order Form.
      • “Projectfusion Software” means the Projectfusion software product as made available through Projectfusion, any new releases, updates, patches and any other associated object code versions of the Projectfusion Software provided by the Company from time to time, all HTML code generated by the Projectfusion Software, as well as any associated media and online or electronic documentation made available by the Company from time to time.
      • “Set-up Fee” means the set-up fee shown on the Order Form.
      • “Set-up Process” means the initial creation of Projectfusion Instance, including colour matching and logo integration.
      • “Site Administrators” means such Users as may be notified to the Company by the Customer in writing from time to time as responsible for performing administrative functions for the Projectfusion Instance including, without prejudice to the generality of the forgoing, introducing new Users to the Projectfusion Instance.
      • “Standard Maintenance Window” means between 8:00 a.m. and 11:00 a.m. GMT on every Sunday; between 12:00 noon and 4:00 p.m. GMT on every Saturday and between 10:00pm and midnight GMT every Wednesday and such further or alternative times as the Company shall notify the Customer of from time to time by reasonable prior notice not less than 3 working days in advance and subject to clause 12.12.
      • “Standard Support Hours” means 0900hrs – 1730hrs GMT, Monday – Friday.
      • “Third Party Content” consists of all third party information and/or software applications offered as part of Projectfusion (including templates, documents, text, pictures, sound, graphics, video, software applications, best practices, and other data) that may be contained on Projectfusion or linked to from Projectfusion. Third Party Content specifically excludes Projectfusion Software.
      • “Uptime” means all times when Projectfusion is available to be accessed by Users.
      • “User” is a person or persons who have rights in accordance with the terms of this Agreement to access and use Projectfusion using a username and password.
    2. Supply of Projectfusion

      1. The Company shall, upon the Commencement Date and payment by the Customer of the Set-up Fee, commence the Set-up Process and provide Projectfusion in accordance with the Order Form and otherwise in accordance with the Company’s current brochure or other published literature relating to Projectfusion from time to time, subject to these terms.
      2. These terms (together with the terms, if any, set out in the Order Form) constitute the entire agreement between the parties, supersede any previous agreement or understanding and shall apply to all goods and services supplied by the Company to the Customer.
    3. Grant of licence and provision of services

      1. The Company in consideration of the payment by the Customer from time to time of the monthly payment and other fees payable from time to time in accordance with clause 6 below hereby:
        1. grants to the Customer a nonexclusive licence to use Projectfusion; and
        2. undertakes to the Customer to provide Projectfusion upon the terms and conditions of this Agreement.
    4. Trial Projectfusion Instances

      From time to time the Company may offer free of charge trial Projectfusion Instances or other promotional access to Projectfusion Instances (“Trial”). Trials are subject to this Agreement, subject to any additional conditions imposed by the Company on Trial Projectfusion Instances. The Company may terminate a Trial Projectfusion Instance at any time without notice without any liability.

    5. Support

      1. For the duration of this Agreement the Company shall provide to the Customer technical support which shall comprise all or any of the following categories:
        1. Web Based Help: The Company will provide all Users with access to tutorial documents through the Projectfusion Software at no additional charge.
        2. Standard Support: Users may contact the Company’s support team during Standard Support Hours via telephone or email for technical support. The Company will acknowledge the request by email within 15 minutes of receipt. The Company will respond via email to the appropriate User and initiate addressing the request using reasonable endeavours within 4 Business Hours of initial contact. PROJECTFUSION servers are automatically monitored every 5 minutes for up time. In the case of a critical failure, where the PROJECTFUSION instance is not responding or accessible from any network, the Company will attempt to solve the problem using reasonable endeavours within 30 minutes of initial contact or notification by monitoring system. Standard Support shall also include one online training session lasting up to 40 minutes.
        3. 24 Hour Support: The Company will provide 24 hour support to the Customer as per the following terms: Users may contact the Company’s support team via telephone or email for technical support. The Company will acknowledge the request by email within 15 minutes of receipt. For issues classified as critical in clause 5.4 the Company will respond via email to the appropriate User and initiate addressing the request using reasonable endeavours within 4 Hours of initial contact. For issues not classified as critical in clause 5.4 the Company will respond via email to the appropriate User and initiate addressing the request using reasonable endeavours within 4 Business Hours of initial contact. PROJECTFUSION servers are automatically monitored every 3 minutes for up time. In the case of a critical failure, where the PROJECTFUSION instance is not responding or accessible from any network, the Company will attempt to solve the problem using reasonable endeavours within 30 minutes of initial contact or notification by monitoring system.
        4. Fully Managed Service: This is a separately chargeable service available only if specified on the Order Form. See details provided on the Order Form.
      2. The Company reserves the right to change Standard Support Hours, contact addresses and or phone numbers from time to time upon prior notice.
      3. No form of support above shall include assistance with day to day management such as adding / removing Users, converting files or uploading files to Projectfusion Instances except in the case of the Fully Managed Service. Any such assistance will be charged at our standard rates.
      4. Support Matrix
        Example Queries Priority Target response time 24×7
        Password queries – lockout, forgotten, unable to login. Urgent <15 mins Yes
        Critical failure – unable to access room, or view or upload document. Urgent <15 mins Yes
        Room fails automated checks (run every 5 minutes from 8 locations) Urgent <15 mins Yes
        1st line support, FAQ (login question, how to upload, view docs etc. also see online help portal) High <15 mins 12x79am – 9pm mon – sun
        Urgent expert advice required. 1st line support unable to help. High <15 mins 12x79am – 9pm mon – sun
        General query Normal 4 business hours No
        Security check Normal 4 business hours No
        Help uploading files Normal 4 business hours No
        Request to recover file from backup Low 8 business hours No
        Training Request Low 8 business hours No
        Other Low 8 business hours No

        All issues are checked by a human operator 24×7 within 15 minutes. Urgent queries answered or escalated immediately, other questions have response times above.

    6. Fees and Payment Terms.

      1. The Customer shall pay to the Company the Set-up Fee on or before the Commencement Date.
      2. Subject to any special terms agreed, the Customer shall pay the Basic Price and any additional sums which are agreed between the Company and the Customer for the provision of Projectfusion.
      3. The Customer will be responsible for any long distance or other connection charges to the Internet if required to access Projectfusion.
      4. The Company may vary its prices from time to time by giving not less than sixty days written notice (including by email or through the relevant Projectfusion Instance) to the Customer to take effect at any time after expiry of the Minimum Term.
      5. The Company may charge the Customer extra in accordance with its standard prices if the Customer exceeds the authorised number of Users set out on the Order Form,
      6. All charges for the provision of Projectfusion are exclusive of any Value Added Tax or any other applicable sales tax, for which the Customer shall be additionally liable at the applicable rate from time to time.
      7. The Company may invoice the Customer monthly in advance and/or in arrears or at such other times as agreed with the Customer.
      8. Invoices shall be paid by the Customer (together with any applicable Value Added Tax or other sales tax, and without any set-off or other deduction) on or before the due date on the Company’s invoice.
      9. If payment is not made on the due date, the Company shall be entitled immediately, without limiting any other rights it may have, to:
      10. terminate the Agreement or withhold access to any Projectfusion Instance; and
      11. charge interest on the outstanding amount (both before and after any judgment) at the rate equal to the statutory interest in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until the outstanding amount is paid in full.
      12. If payment is not made within 60 days of the date of the Company’s invoice the Company shall be entitled to delete the Projectfusion Instances without notice.
    7. Duration of Agreement

      1. This Agreement will continue until terminated in accordance with clause 8 below.
    8. Termination

      1. The Customer may terminate this Agreement any time by giving written notice to the Company. In the case of a contract defined as Monthly or ‘6 Monthly’ in the order form, termination will take effect at the later of: (a) 30 days after the day notice was given and (b) expiry of the Minimum Term. In the case of a contract defined as ‘3 month notice period’ in the order form, termination will take effect at the later of: (a) 90 days after the day on which notice was given and (b) expiry of the Minimum Term. In the case of a contract defined as ‘rolling’ in the order form the term of this Agreement shall be one year from the commencement date and automatically renewed for additional one-year terms until either party elects not to renew this Agreement by giving written notice of such election not to renew at least thirty (30) days in advance of the next anniversary of submission.
      2. Without prejudice to clause 16.1.4, the Company may terminate this Agreement at any time upon one hundred and eighty (180) days prior written notice. The Company will refund any pre-paid fees for the periods after the termination date.
      3. Either party may (without limiting any other remedy) at any time terminate this Agreement by giving written notice to the other if the other commits any material breach of these terms and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.
      4. Upon termination of this Agreement, without prejudice to the Company’s rights to claim damages the Customer shall pay to the Company on demand:
        1. all arrears of any sums due under the terms of this Agreement up to the date of termination;
      5. In the event the Company terminates this Agreement under clause 8.3 without at least twenty-four (24) hours prior notice to the Customer, the Company will promptly provide the Customer of its Projectfusion Instance with copies of the User content that was contained in its Projectfusion Instance upon the termination.
      6. At any time after termination and unless otherwise required due to investigations of possible breaches of this Agreement, the Company will delete the Customer Projectfusion Instances and all User content in the Customer Projectfusion Instances.
    9. Security

      1. The Company will maintain reasonable levels of security for Projectfusion (including as a minimum : firewalls, passwords, and audits) designed to prevent unauthorised access to the Customer Projectfusion Instance, and that will at all times during the continuance of this Agreement comply with current industry standards. The Company shall immediately notify the Customer or the Nominated Champions or the Site Administrators of any known security breaches affecting such the Customer Projectfusion Instance. The Company security policies and procedures may change from time to time to reflect emerging technologies, business practices or security issues.
      2. The Customer will at all times ensure that reasonable security mechanisms are in place with respect to issuance of username and password information and/or that all users will keep their Projectfusion log-on password secure. The Customer shall immediately notify the Company of any known security breaches affecting Projectfusion.
      3. The Customer acknowledges that no network security procedures can assure complete network security or prevent all unauthorised access to Projectfusion.
      4. The Company will host servers in a location of the customers choosing. If Europe is specified, then servers will reside in the UK, and encrypted backups will be stored in Dublin. If Europe is specified all configuration and support will be managed from the UK.
    10. The Customer’s Obligations

      1. The Customer agrees and undertakes not to solicit canvass or entice away (or endeavour to) any Company personnel for employment or otherwise who has materially been involved in with this contract or the supply of PROJECTFUSION whether or not such person would commit a breach of contract by reason of leaving service.
      2. The Customer may not reverse engineer, decompile, or disassemble the Projectfusion Software or any Third Party Content save insofar as required by law.
      3. No part of Projectfusion may be copied or modified in any way, unless agreed in writing by the Company in advance.
      4. The Customer may not transfer, assign, rent or lease the Software, the Third Party Content or any of the rights granted in this Agreement to any third party without the prior written consent of the Company, which shall not be unreasonably withheld.
      5. The Customer represents that all information provided to the Company during the Setup Process is accurate and true and that the Customer will notify the Company of any changes to such information.
    11. Nominated Champions, Site Administrator, Distributed Administrators and Users

      1. The Customer shall communicate to The Company in writing with immediate effect the identity of the person(s) within its undertaking who shall act as Nominated Champions and who shall act as the sole contact points and channels of communication during the currency of this Agreement The maximum number of Nominated Champions at any one time shall be as specified in the Order Form.
      2. The Customer shall communicate to the Company with immediate effect the identity of the person(s) or the department within its undertaking who shall act as Site Administrators.
      3. The Customer shall forthwith inform the Company of any change in the identity of any such Nominated Champions or Site Administrators.
      4. Users may access and use Projectfusion Software to create, access and/or use Projectfusion Instances in accordance with Projectfusion user documentation. Users may access and use the Third Party Content in accordance with Projectfusion user documentation.
      5. The Customer shall be bound by and comply with the AUP and shall procure that all Users are bound by and comply with the AUP (without prejudice to the right of the Customer to tailor the AUP for its Users provided that such revised AUP is no less onerous upon Users than the AUP shown in the Schedule). The Customer must immediately notify the Company of any breach or suspected breach of the AUP. Access to Projectfusion may be denied to Users who breach the AUP.
      6. The Customer must ensure that any particular username / password is not shared by more than one person without prior written consent from the Company and will not allow for the creation of unauthorised Projectfusion Instances.
    12. Warranty

      1. Subject to the exceptions set out below and the limitations upon its liability in clause 15 below the Company warrants that:
        1. its title to and property in the Projectfusion Software is free and unencumbered and that it has the right power and authority to license the same upon the terms and conditions of this Agreement;
        2. Projectfusion will perform substantially as described in the technical specifications from time to time published by the Company either in the “Projectfusion Online Help” documentation or otherwise;
        3. it will perform any related services with reasonable care and skill; and
        4. it will provide the Customer with at least ninety-nine percent (99%) Uptime for each Projectfusion Instance during each Month during the continuance of this Agreement.
      2. The Customer shall give notice to the Company as soon as it is reasonably able upon becoming aware of a breach of warranty.
      3. The Company shall have no liability to remedy a breach of warranty where such breach arises as a result of any of the following circumstances:
        1. problems with the Customer’s or a User’s network, desktop, third party software applications, hardware or network connectivity to Projectfusion; electrical or internet access disruptions;
        2. the improper use operation or neglect of Projectfusion;
        3. the modification of Projectfusion or its merger (in whole or in part) with any other software unless agreed by the parties in writing in advance.;
        4. the failure by the Customer to implement recommendations in respect of or solutions to faults previously advised by the Company;
        5. any repair adjustment alteration or modification of Projectfusion by any person other than the Company without the Company’s prior written consent;
        6. the use of Projectfusion for a purpose for which it was not designed or uses of the Projectfusion Software outside the scope described in from time to time by the Company either in the “Projectfusion Online Help” documentation or otherwise.
      4. Without prejudice to the foregoing the Company does not warrant that the use of Projectfusion will meet the Customer’s requirements or that the operation of the Projectfusion will be uninterrupted or error free.
      5. Subject to the foregoing all conditions warranties terms and undertakings express or implied statutory or otherwise in respect of Projectfusion are hereby excluded.
      6. The Company makes no warranty for Third Party Content available at or through the Projectfusion.
      7. No warranty is given for Projectfusion provided on a Trial basis.
      8. Subject to this clause 12, the Company shall remedy any breach of the warranty set out in clause 12.1.4 by the provision of a credit against fees payable by the Customer for the Projectfusion Instance for the next following calendar month. Such credit will be equal to a percentage of the monthly Basic Price (not including additional surcharges, separate support fees, or any other additional fees charged to the Customer on account of additional services, if any) allocated to the particular Projectfusion Instance.The percentage credit is calculated as per the following formula:
        Percentage of time in month for which service is available Credit percentage
        99% or more None
        98% TO 99% 20%
        Below 98% 40%

        The issuance of the credit is subject to notice of the breach of the warranty being given to the Company within seven days of the end of the Month in which the breach occurred and of verification of the Uptime failure by the Company or the Company service provider.

      9. Subject to this clause 12 the Company shall remedy any breach of the warranty set out in clause 12.1.2 by the provision of technical support as soon as is reasonably possible upon receipt of written notice from the Customer detailing the breach. In the event that the Company fails within thirty (30) days of receipt of the Customer’s notice to fix, provide a workaround for, or otherwise remedy such breach and such the breach materially impacts on the Customer’s ability to use Projectfusion then the Customer may by written notice to the Company terminate this Agreement with immediate effect without further liability to either party, except that the Company will refund to the Customer any pre-paid fees for the period after the termination date.
      10. The following formula will apply for calculating the Uptime percentages referred to in this clause 12:x = (n – y) *100 / nWhere:(1) “x” is the Uptime percentage; “n” is the total number of hours in the given Month; and “y” is the total number of Downtime hours in the given Month.(2) Specifically excluded from “n and “y” in this calculation are the Exception Times defined above.(3) For Months in which PROJECTFUSION is provided only for part of the Month, the calculation of “x” will be prorated accordingly.
      11. On request the Company will provide a monthly Downtime report for each Projectfusion Instance, detailing any times at which the Projectfusion Instance was unavailable.
      12. If the Customer requests a delay in timing to a Standard Maintenance Window, the Customer will notify the Company at least 2 business days prior to the time scheduled, and if possible and reasonable, the Company will reschedule the Standard Maintenance Window. Any costs incurred by rescheduling, including but not limited to Company personnel costs, will be paid by the Customer.
    13. Confidentiality

      1. Each of the parties hereto undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this Agreement save that which is:
        1. already in its possession other than as a result of a breach of this clause;
        2. in the public domain other than as a result of a breach of this clause;
        3. required by applicable law or order of the court or other competent authority; or
        4. disclosure to any person with a bona fide and legitimate interest in such information who enters into a confidentiality agreement on similar terms to this clause including, but not limited to, a prospective purchaser of or investor in the business of either party and provided that such person only uses the information for the purpose of such bona fide and legitimate interest.
      2. Each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of clause 13.1 above by its employees, agents and subcontractors.
    14. Indemnification

      1. The Company will indemnify the Customer its officers, directors, employees, and agents against any losses, damages, costs, or expenses resulting from any third party claim or allegation that the Projectfusion Software as originally supplied by the Company infringes the copyright, patent registered design or trademark rights of a third party (an “Intellectual Property Infringement”). In any action based on such claim, The Company may, either: (i) obtain for Customer the right to continue using the Projectfusion, (ii) replace or modify the Projectfusion with software providing substantially the same functionality to avoid the claim, or (iii) terminate the license granted hereunder and refund to Customer pre-paid fees, if any, for the period after termination.
      2. The Customer will indemnify the Company, its officers, directors, employees, and agents against any losses, damages, costs, or expenses resulting from any third party claim arising out of the Customer’s or its Users breach of this agreement including any claim that, if true, would constitute a violation of the AUP.
      3. The indemnifying party’s obligations are conditioned upon the indemnified party doing the following: (i) providing the indemnifying party with prompt written notice of any such claim, (ii) allowing the indemnifying party to direct the defence and settlement of the claim, and (iii) providing the indemnifying party with the authority, information and assistance that the indemnifying party deems reasonably necessary for the defence and settlement of the claim. The indemnified party will not consent to any judgment or decree or do any other act in compromise of any such claim without first obtaining indemnifying party’s written consent, such consent not to be unreasonably withheld.
    15. Limitation of Liability

      1. The Company shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any instructions supplied by the Customer that are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.
      2. Except in respect of death or personal injury caused by the Company’s negligence, or for any liability which may not be excluded or limited, or as expressly provided in these terms, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement or otherwise in connection with this Agreement, for any economic losses (including loss of profits, contracts, business or anticipated savings) or for any indirect, special or consequential loss, damage, costs, expenses or other claims or for loss of goodwill or reputation or for damage to or loss of Data (whether caused by the negligence of the Company, its servants or agents or otherwise).
      3. In no event will the entire aggregate liability of the Company under or in connection with this Agreement (including negligence) for any given Projectfusion Instance exceed £200,000 except as expressly provided in these terms.
      4. The Company shall not be liable to the Customer or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to Projectfusion, if the delay or failure was due to an Event of Force Majeure (as hereinafter defined).
    16. The Company Right to Prevent Access to Projectfusion Instances

      1. The Company reserves the right to temporarily prevent a User from accessing any Projectfusion Instance in certain situations, including but not limited to:
        1. 16.1.1. overdue payment, as stipulated above;
        2. In order for the Company or its internet service provider to investigate breaches or suspected breaches of the AUP;
        3. If a User is locked out of the Projectfusion Instance due to log on failure until password is re-established;
        4. If required in the case that the Projectfusion Instance at issue is causing problems for other Projectfusion Instances, the server or the network. In such event, the Company will use all reasonable efforts to minimize the time during which access is denied. If the Company cannot in a commercially reasonable manner correct the problem, then the Company will be able to with prior notice terminate the Projectfusion Instance at issue, and refund to Customer fees paid for such Projectfusion Instance during the time the Projectfusion Instance was disabled.
    17. Changes to Projectfusion or this Agreement

      1. 17.1. The Company may at any time without notifying the Customer make any changes to Projectfusion which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of Projectfusion.
      2. Third Party Content on Projectfusion may from time to time without notice.
      3. Projectfusion Software may be upgraded from time to time. If installation of any such upgrade requires action by Users, then reasonable prior notice of such upgrade will be given to the Nominated Champions and/or Site Administrators as required.
      4. Following a request from one party to the other for a change to this Agreement, both parties will within a reasonable time and in good faith, endeavour to agree such changes
    18. Use of Customer’s Name and Company Name

      1. The Company reserves the right to use the customers name as a reference for marketing or promotional purposes on the projectfusion.com website and in other communication with existing or potential customers. To decline the Company this right please email support@projectfusion.com stating that you do not wish to be used as a reference. We will always advise you and seek approval before using your name as a reference.
    19. Force Majeure

      1. Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires strikes (of its own or other employees) insurrection or riots embargoes container shortages wrecks or delays in transportation inability to obtain supplies and raw materials requirements or regulations of any civil or military authority (an “Event of Force Majeure”).
      2. Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
      3. If a default due to an Event of Force Majeure shall continue for more than 12 weeks then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
    20. Waiver

      1. The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
    21. Notices

      1. Any notice request instruction or other document to be given hereunder shall be delivered or sent by first class post or facsimile transmission (such facsimile transmission notice to be confirmed by letter posted within 24 hours) to the address or to the facsimile number of the other party notified from time to time and any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery (if sent by post) upon the expiration of 48 hours after posting and (if sent by telex or facsimile transmission) upon the expiration of 24 hours after dispatch.
    22. Invalidity and severability

      1. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision that achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
    23. Entire agreement

      1. The Company shall not be liable to the Customer for loss arising from or in connection with and the Customer confirms that it has not relied on any representations agreements statements or undertakings made prior to the date of execution of this Agreement other than those representations agreements statements or undertakings expressly incorporated or referred to in this Agreement.
    24. 24. Successors

      1. This Agreement shall be binding upon and endure for the benefit of the successors in title of the parties hereto.
    25. Assignment and sublicensing

      1. The Customer shall not be entitled to assign or otherwise transfer this Agreement nor any of its rights or obligations hereunder without the prior written consent of the Company, such consent not to be unreasonably withheld or delayed.
    26. Law

      1. This Agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the exclusive jurisdiction of the English courts.

        Schedule

        Acceptable Use Policy (“AUP”)

        This AUP applies to your use of Projectfusion. Because compliance with this AUP will help OD Consultancy Ltd (“the Company”) ensure the integrity, security, reliability, and privacy of Projectfusion, each person accessing or otherwise using Projectfusion must comply with the terms of this AUP. If you do not intend to comply with this AUP, you may not use Projectfusion.

        The Company may amend this AUP from time to time by posting the amended AUP terms to its Projectfusion Instance, and by providing registered users of Projectfusion Instances notice of such amendments, and your continued use of Projectfusion after such changes will indicate your agreement with the modified AUP terms.

        Projectfusion Security

        You are prohibited from violating, or attempting to violate, the security of Projectfusion. Any violations may result in criminal and civil liabilities to you. Examples of violations of the security of Projectfusion include, without limitation, the following:

        • Accessing data not intended for you
        • Logging into a server or account that you are is not authorised to access
        • Attempting to probe, scan, or test the vulnerability of a system or network
        • Breaching security or authentication measures without proper authorisation
        • Attempting to interfere with service to any user, host, or network including, without limitation, via means of overloading, “flooding,” “mailbombing,” or “crashing”
        • Taking any action in order to obtain services or products to which you are not entitled

        Illegal and Inappropriate Use

        Projectfusion may be used only for lawful and appropriate purposes. For example, you may not use Projectfusion to create, transmit, distribute, or store material that:

        • Violates a trademark, copyright, trade secret, or other intellectual property rights of others
        • Violates the privacy, publicity, or other personal rights of others
        • Impairs the privacy of communications
        • Contains obscene, offensive, or inappropriate content
        • Constitutes pornography
        • May be threatening, abusive, or hateful
        • Violates export control laws or regulations
        • Encourages conduct that would constitute a criminal offence or give rise to civil liability
        • Causes technical disturbances to Projectfusion, including, but not limited to, introduction of viruses, worms, or other destructive mechanisms
        • Violates reasonable regulations of the Company or other service providers with respect to the network
        • Assists or permits any persons in engaging in any of the activities described above
        • Constitutes deceptive on-line marketing

        If you become aware of any such activities, you are obligated to immediately notify the Company and take all other appropriate actions to cause such activities to cease.

        Unsolicited Communications (“Spam”)

        Posting the same or similar unsolicited e-mail messages, bulk commercial advertising, or informal announcements to one or more groups (known as “Spam”) is prohibited. Spam is not only annoying to Internet users; it seriously affects the efficiency and cost-effectiveness of Projectfusion and related access providers. These unsolicited messages can increase your costs by clogging the Projectfusion servers, rendering your Projectfusion Instance inaccessible and potentially leading to down time of Projectfusion. In addition, you may not:

        • send or post e-mail messages that are excessive and/or intended to harass or annoy others
        • continue to send e-mail to a recipient who has indicated that he/she does not wish to receive it
        • send e-mail with forged TCP/IP packet header information
        • intentionally omit, delete, forge, or misrepresent transmission information, including headers, return addresses, information
        • take any other actions intended to cloak the your identity or contact information

        Customer Content

        You are responsible for all of the information you place into Projectfusion (“User Content”). The Company exercises no control over, and accepts no responsibility for, such User Content residing on the Projectfusion Instance, including information provided on any linked third-party Projectfusion instances. Any Projectfusion links are provided as Internet navigation tools for information purposes only and not as an endorsement by the Company of the contents of such Projectfusion Instances. The Company does not adopt, nor warrant the accuracy of, the content of any linked Projectfusion and undertakes no responsibility to update the content. Use of any information obtained via Projectfusion is at your own risk.

        Consequences of Unacceptable Use

        The Company reserves the right to suspend or terminate any Projectfusion Instance and your access to Projectfusion immediately upon notice of a violation of this Policy.

        Indirect or attempted violations of this Policy, and actual or attempted violations by a third party on your behalf, shall be considered violations of this AUP by you. Furthermore, it is a violation of this AUP to use the services of another provider for the purposes of facilitating any of the activities described above if such use of another provider’s service could reasonably be expected to affect Projectfusion.

        Indemnity

        You agree to indemnify the Company, its officers, directors, employees, and agents against any losses, damages, costs, or expenses resulting from any third party claim arising out of any use of Projectfusion, including any claim that, if true, would constitute a violation of this Policy.

        Questions, Comments, or Complaints

        The Company reserves the right to modify this AUP in the manner set forth above at any time. If you are unsure whether any contemplated use is permitted or have any comments regarding prohibited use or other abuse of the Projectfusion, please direct questions or comments to:

        OD Consultancy Ltd.
        150 Minories
        London
        EC3N 1LS
        United Kingdom

        or send e-mail to support@projectfusion.com.

Changes

    • Dec 16, 2014 Added 9.4 server location clause.
    • Feb 25, 2016 8.2 – longer 180 days notice period / 12.11 – Now upon request / 14.2 – General changes