Consulting and software for growth and performance improvement
"Projonix" means Projonix Limited, 26 Morley Road, Twickenham, Middlesex, TW1 2HF, company number 9043954.
"the Service" means on-line services delivered by Projonix via the Website.
"the Terms" means these terms and conditions.
"User" means the person (whether an individual or on behalf of a corporate entity) who has subscribed to use the Service by completing its details on the subscription page and clicking submit.
"Website" means the Projonix website available online at www.projonix.com.
2. These Terms
2.1 These Terms govern the use of the Service by the User and the User's relationship with Projonix. The User is advised to read them carefully as they affect the User's rights and liabilities under the law.
2.2 By subscribing and using the Service, the User has accepted and agrees to be bound by these Terms. If the User does not agree to these Terms, they should not subscribe for or use Service.
2.3 These Terms may be amended from time to time. Projonix will notify the User of any changes by making them available on the Website. In continuing to subscribe to and use the Service the User confirms that they accept the then current Terms in full at the time they use the Service. If the User does not agree to any amended Terms then they may terminate the Service and the previous terms will apply pending such termination.
2.4 The Projonix website terms (which can be seen here) and the Projonix privacy and data protection policy (which can be seen here) will apply to the User and the Service and will be deemed incorporated into these Terms and the agreement between Projonix and the User. To the extent any terms in the website terms or privacy and data protection policy apply are contrary to these User Terms, then these User Terms shall apply.
3. The User
3.1 By accepting these Terms, the User acknowledges and confirms that they are using the Service for business purposes and are not acting as a consumer. If the User believes that they are a consumer then they must contact Projonix to inform them and in such circumstances additional or alternative terms may apply.
3.2 By accepting these Terms and subscribing to use the Service, the User confirms that the annual turnover of their business in the previous financial year was less than £1,000,000. If the User's annual turnover exceeded this figure or exceeds this figure in any financial year after they have subscribed then the User must contact Projonix and agree to alternative terms if they wish to continue using the Service. If the User does not contact Projonix in such circumstances then Projonix will terminate the User's account and the User will not be able to use the Service.
4. The Service
4.1 Projonix shall provide the Service in accordance with these Terms.
4.2 The Service is provided on a free-of-charge, "as is" and on an "as available" basis. To the extent permitted by law, Projonix excludes all representations and warranties (whether express or implied by law), including the implied warranties of satisfactory quality, fitness for a particular purpose, compatibility, security and accuracy. Projonix does not guarantee the timeliness, completeness or performance of the Services.
4.3 Projonix does not warrant that the provision of the Service will be uninterrupted or error free, that defects will be corrected or that the Service is free of viruses or bugs. The User acknowledges that it is its responsibility to implement sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy its particular requirements for the accuracy of data input and output.
4.4 Projonix does not offer technical support in respect of the Service.
4.5 Projonix may suspend the Service at any time and for any reason whatsoever, including but not limited to repairs, planned maintenance or upgrades, and shall not be liable to the User for any such suspension. Projonix reserves the right to make any changes to the Service or to discontinue any aspect or feature of the Service without notice.
4.6 The User must keep their account password confidential and must not disclose it or share it with anyone. If the User is aware or suspects that someone else knows their password they should notify Projonix immediately.
4.7 If Projonix has reason to believe that there is likely to be a breach of security or misuse of the Service or Website through the User's account or the use of their password, Projonix may require the User to change their password or may suspend the User's account.
5.1 Unless Projonix expressly agrees otherwise, in providing the Service, Projonix is not providing specific advice to the User or any other third party.
5.2 Any material, reports or results generated through the Service should not be regarded as or relied upon as being a comprehensive opinion or analysis or conclusion concerning the relevant matters and should not be regarded as definitive or relied upon to the exclusion of other information, opinions and judgements.
5.3 Any decisions made by the User or any third party who has read, received or been provided with material, reports or results generated through the Service are decisions of the User (or other third party recipient) and Projonix will not make, or be deemed to make, any decisions on behalf of the User (or other third party recipient). Projonix will not be liable for the consequences of any such decisions.
5.4 The User must take into account any other factors apart from the material, reports or results generated through the Service of which they and their experts and advisers are or should be aware.
5.5 The information, data, conclusions, opinions and judgements set out in material, reports or results generated through the Service may relate to certain contexts and may not be suitable in other contexts. It is the User's responsibility to ensure that such material, reports or results are not used in the wrong context.
6. User obligations
6.1 In using the Service the User agrees to:
6.1.1 cooperate with Projonix in the performance of the Service;
6.1.2 comply fully with these Terms;
6.1.3 periodically remove data that has been entered by the User but that it no longer requires.
6.2 The User agrees that they will not, in using the Service:
6.2.1 place the Service under excessive load by (including, but not limited to) accessing the Service or Website using automated means (such as harvesting bots, robots, spiders, or scrapers);
6.2.2 upload any files or post or publish any materials on the Website that contain viruses, corrupted files, or malicious code or any other similar software or programs that may damage the operation of the Website, Projonix's servers or computers or the computers of any third party.
6.2.3 solicit log-in information for accessing an account belonging to someone else.
6.2.4 do anything unlawful, misleading, malicious, or discriminatory.
6.2.5 do anything that could damage the goodwill or reputation of Projonix.
6.2.6 do anything to disable or impair the proper working of the Service or Website.
6.2.7 do anything to suggest, express or imply that statements made by them are endorsed by Projonix.
6.3 The User further represents and warrants to Projonix that:
6.3.1 the information it has entered during the subscription process is accurate;
6.3.2 it has the full right, power and authority to enter into the Terms;
6.3.3 no data or information that it uses or provides through the Service will infringe the intellectual property rights of any third party or amount to a breach of confidentiality;
6.3.4 it will comply with all applicable laws and regulations.
7.1 The User agrees to indemnify, hold harmless and defend Projonix in respect of all damages, claims, demands, liabilities (including liability to third parties), losses, costs and expenses, including reasonable legal fees and costs, arising out of or as a result of any breach of the Terms by the User or anyone accessing the Services directly or indirectly through the User.
8. Intellectual property
8.1 All copyright, trademarks, design rights, patents and other intellectual property rights (registered and unregistered) in the Service shall remain vested in Projonix.
8.2 Subject to the Terms and the User's compliance with the Terms, Projonix grants the User a royalty-free, non-transferable, non-exclusive licence to use the intellectual property rights used or required in the Service.
8.4 The User must notify Projonix immediately if it becomes aware of any unauthorised use of the whole or any part of the Service or any breach of Projonix's intellectual property rights by any third party and take all such other steps as may from time to time be necessary to protect Projonix's confidential information and intellectual property rights.
9. Data protection
9.1 Any personal information provided by the User in using the Service will be handled in accordance with Projonix Privacy and Data Protection Policy which can be seen here.
9.2 Both Projonix and the User will comply with all applicable requirements of the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018 and all other applicable data protection and privacy legislation in force from time to time in the UK. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under such data protection legislation.
10.1 Projonix may terminate the Terms and its agreement with the User at any time without cause and with immediate effect by notifying the User.
10.2 The User may terminate the Terms and its agreement with Projonix at any time without cause and with immediate effect by notifying Projonix.
10.3 On termination, the User will no longer be able to use or access the Service and all rights (including any licences) granted under these Terms will cease immediately.
11.1 Nothing in these Terms shall operate to exclude or limit Projonix's liability for:
11.1.1 death or personal injury, fraud or fraudulent misrepresentation arising as a result of Projonix's negligence or the negligence of its employees, agents or sub-contractors.
11.1.2 any other liability which cannot be excluded or limited under applicable law.
11.2 Subject to clause 11.1, Projonix will not be liable to the User for any loss of profit, indirect or consequential loss or damage of any kind including, without limit, loss of anticipated savings, data loss, lost opportunity, lost bargain, lost reputation or otherwise whether such loss or damage arises from breach of contract, Projonix's negligence, the negligence of Projonix's employees, agents, sub-contractors or otherwise, any tort other than negligence, breach of statutory duty or otherwise.
11.3 Subject to clauses 11.1, Projonix's liability to the User arising out of or in connection with any breach of these Terms or any act or omission of Projonix in connection with the performance of the Service shall in no event exceed the higher of:
11.3.1 The amount of any fees payable by the User to Projonix in respect of the Service; and
11.4 The User accepts that the limitations of Projonix's liability set out in this clause 11 are reasonable in all the circumstances and especially given that much of the Service is provided free of charge.
12.1 Any failure or delay by Projonix in exercising its rights under any provisions of the Terms will not be construed as a waiver of those rights.
12.2 The Terms do not create or confer any rights on third parties under the Contracts (Right of Third Parties) Act 1999 (as may be amended or replaced).
12.3 The Terms are personal to the User and will not be assigned or otherwise transferred in whole or in part by the User.
12.4 If any part of the Terms is proven to be invalid, unenforceable or illegal, the other provisions will remain in force.
12.5 The Terms, including any Additional Terms, supersede all prior agreements and understandings between the parties concerning its subject matter and constitute the entire agreement between the parties.
12.6 The Terms will be governed by the laws of England and Wales and both parties submit to the exclusive jurisdiction of the courts of England and Wales in the event of any claim or dispute in connection with the Terms.