This SaaS Agreement is between ProjectPlanner Systems Ltd, trading as ProjectPlanner (the “Provider”), and the organisation identified in the customer account (the “Customer”). It governs the Customer’s use of the ProjectPlanner software platform.
1. Definitions
“Account” means the Customer account used to access the Platform. “Authorised User” means an individual permitted by the Customer to use the Platform under the Customer’s subscription. “Customer Data” means data, documents, files, records and other information submitted to or stored in the Platform by or for the Customer. “Platform” means the ProjectPlanner software application, website, services and related functionality supplied by the Provider. “Subscription” means the paid subscription selected by the Customer. “Subscription Fees” means the fees shown on the applicable order, pricing page or invoice. “Term” means the period for which the Subscription is active.
2. Provision of the Platform
The Provider grants the Customer a limited, non-exclusive, non-transferable right during the Term to access and use the Platform for the Customer’s internal business purposes. The Customer may permit its Authorised Users to access the Platform, subject to any user or licence limits applicable to its Subscription. The Provider may make reasonable changes to the Platform where necessary for security, maintenance, legal compliance, technical improvement or product development.
3. Account and User Responsibilities
The Customer is responsible for keeping login credentials confidential, controlling access to its accounts and ensuring that Authorised Users comply with this Agreement. The Customer must not share accounts, attempt to gain unauthorised access, interfere with the Platform, reverse engineer the Platform except where the law expressly permits it, or use the Platform for unlawful purposes. The Customer is responsible for the accuracy, legality and appropriateness of Customer Data and for obtaining any permissions needed to upload it.
4. Fees and Payment
Subscription Fees are payable in accordance with the applicable order, invoice or pricing arrangement. Unless otherwise agreed in writing, invoices are payable within 14 days of invoice date. The Provider may suspend access for materially overdue undisputed amounts after giving reasonable notice. All fees are exclusive of VAT unless stated otherwise. The Customer is responsible for applicable taxes other than taxes imposed on the Provider’s profits.
5. Term, Renewal and Cancellation
The Subscription begins on the date shown in the order or account and continues for the agreed subscription period. Unless the applicable order states otherwise, a monthly Subscription renews monthly and an annual Subscription renews annually. Either party may terminate for material breach if the breach is not remedied within 14 days after written notice. The Provider may terminate or suspend immediately where necessary to address a serious security risk, unlawful use, or material threat to the Platform. The Customer may cancel future renewal in accordance with the cancellation method stated in the account or order. Fees already paid are non-refundable unless expressly stated otherwise.
6. Customer Data
As between the parties, the Customer retains ownership of Customer Data. The Provider may process Customer Data only to provide, secure, maintain, support and improve the Platform as permitted by this Agreement and the Data Processing Agreement where applicable. The Provider does not acquire ownership of Customer Data merely because it is stored in the Platform.
7. Intellectual Property
The Platform, software, source code, designs, interfaces, documentation, trademarks and related intellectual property are owned by or licensed to the Provider and remain the Provider’s property. Except for the limited access right expressly granted by this Agreement, no intellectual property rights are transferred to the Customer. The Customer must not copy, reproduce, sell, rent, sublicense, distribute or commercially exploit the Platform except as expressly permitted by this Agreement.
8. Availability and Support
The Provider will use reasonable care and skill in providing the Platform. The Platform may occasionally be unavailable because of maintenance, upgrades, faults, internet or third-party service failures, security incidents or circumstances outside the Provider’s reasonable control. Unless a separate service level agreement applies, the Provider does not guarantee uninterrupted or error-free availability. Support arrangements are those stated in the Customer’s order, pricing plan or published support information.
9. Third-Party Services
The Platform may use third-party infrastructure, hosting, email, authentication, analytics, payment or other services. The Provider may change a third-party service where reasonably necessary, provided that the replacement does not materially reduce the core functionality of the Platform. Third-party services may have their own terms and privacy notices.
10. Security
The Provider will maintain appropriate technical and organisational measures designed to protect Customer Data against unauthorised access, accidental loss, destruction or alteration, taking account of the nature and risks of the processing. The Customer is responsible for maintaining appropriate security on its own devices, accounts and networks and for using strong passwords and access controls.
11. Confidentiality
Each party must keep confidential information received from the other party confidential and use it only for the purposes of performing or receiving the services. This obligation does not apply to information that is public without breach, already lawfully known, independently developed, or required to be disclosed by law. The confidentiality obligations continue for three years after termination, except for information that remains a trade secret, which will remain protected for so long as it qualifies as such.
12. Warranties and Disclaimer
The Provider warrants that it will provide the Platform with reasonable care and skill. Except for express warranties in this Agreement, the Platform is provided on an “as available” basis. The Provider does not warrant that the Platform will meet every Customer requirement, be completely uninterrupted or be free from every defect. The Platform is a project-management tool and does not replace the Customer’s own professional judgement, construction management duties, health and safety responsibilities, contractual obligations, statutory duties or professional advice.
13. Liability
Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot legally be limited. Subject to the above, neither party is liable for indirect or consequential loss, loss of profits, revenue, goodwill or anticipated savings, except to the extent such exclusion is prohibited by law. Subject to the above, each party’s total aggregate liability arising out of or in connection with the Agreement is capped at the greater of (a) the Subscription Fees paid or payable by the Customer in the 12 months preceding the event giving rise to the claim and (b) £5,000. The liability cap does not limit the Customer’s payment obligations or the parties’ obligations relating to confidentiality, intellectual property infringement, or data protection to the extent that a different treatment is required by law or expressly agreed in the DPA.
14. Indemnity for Customer Data and Misuse
The Customer is responsible for ensuring that its use of the Platform and Customer Data does not infringe law or third-party rights. The Customer will indemnify the Provider against third-party claims arising directly from the Customer’s unlawful use of the Platform or unlawful Customer Data, except to the extent caused by the Provider’s breach of this Agreement or applicable law.
15. Suspension
The Provider may temporarily suspend access where reasonably necessary to protect the Platform, other customers, personal data, the Provider’s systems, or the Customer itself, or where the Customer materially breaches this Agreement. Where practicable, the Provider will give advance notice and will restore access once the relevant issue has been resolved.
16. Effect of Termination
On termination, the Customer’s right to access the Platform ends, except for any agreed post-termination export period. The Provider will make Customer Data available for export for up to 30 days after termination where technically practicable. After that period, the Provider may delete Customer Data, subject to legal retention requirements and the DPA. Any unpaid fees that became due before termination remain payable.
17. Changes to Terms
The Provider may update these terms where reasonably necessary to reflect changes in law, security requirements, technology or the Platform. For material adverse changes, the Provider will give reasonable advance notice. The version accepted by the Customer will be retained in the Provider’s records. Changes will not retrospectively alter accrued rights or obligations.
18. General
Neither party may assign this Agreement except to a successor in connection with a genuine business transfer, merger or sale, subject to the other party’s legitimate interests. If any provision is invalid or unenforceable, the remaining provisions remain in effect. A failure to enforce a provision is not a waiver. This Agreement and the documents expressly incorporated into it constitute the agreement between the parties regarding the Platform and supersede earlier discussions on the same subject. A person who is not a party to this Agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999, except where expressly stated.
19. Governing Law and Jurisdiction
This Agreement is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to any mandatory rights or jurisdiction that cannot lawfully be excluded.
Questions about this policy: info@projectplanner.us