| 1. | Introduction |
| 1.1 | These terms and conditions govern your use of our website, web services and the tools supplied on it. |
| 1.2 | By using our website, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website or the tools. |
| 1.3 | If you register with our website we will ask you to expressly agree to these terms and conditions. |
| 1.4 | You must be at least 18 years of age to use our website; and by using our website or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age. |
| 1.5 | Our website uses cookies; by using our website or agreeing to these terms and conditions, you consent to our use of cookies in accordance with the terms of our privacy and cookies policy. |
| 2. | Copyright notice |
| 2.1 | Copyright (c) 2011-2015 XenTek Limited. |
| 2.2 | Subject to the express provisions of these terms and conditions:
| (a) | we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and |
| (b) | all the copyright and other intellectual property rights in our website and the material on our website are reserved. |
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| 3. | Licence to use website |
| 3.1 | You may:
| (a) | view pages from our website in a web browser; |
| (b) | download pages from our website for caching in a web browser; |
| (c) | print pages from our website; |
| (d) | stream audio and video files from our website; and |
| (e) | use our website services by means of the supplied Microsoft Project add-in, |
subject to the other provisions of these terms and conditions.
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| 3.2 | Except as expressly permitted by Section 3.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer. |
| 3.3 | You may only use our website for your own business purposes, you must not use our website for any other purposes. |
| 3.4 | Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website. |
| 3.5 | Unless you own or control the relevant rights in the material, you must not:
| (a) | republish material from our website (including republication on another website); |
| (b) | sell, rent or sub-license material or facilities from our website; |
| (c) | show any material from our website in public; |
| (d) | exploit material from our website for a commercial purpose; or |
| (e) | redistribute material from our website. |
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| 3.6 | Notwithstanding Section 3.5, you may redistribute content, links and emails in print and electronic form in order to consume the service you have paid for. |
| 3.7 | We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website. |
| 4. | Acceptable use |
| 4.1 | You must not:
| (a) | use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website; |
| (b) | use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; |
| (c) | use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software; |
| (d) | conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent; |
| (e) | access or otherwise interact with our website using any robot, spider or other automated means other than by using the provided tools; |
| (f) | violate the directives set out in the robots.txt file for our website; or |
| (g) | use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing). |
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| 4.2 | You must not use data collected from our website to contact individuals, companies or other persons or entities. |
| 5. | Use on behalf of organisation |
| 5.1 | If you use our website or expressly agree to these terms and conditions in the course of a business or other organisational project, then by so doing you bind both:
| (a) | yourself; and |
| (b) | the person, company or other legal entity that operates that business or organisational project, |
to these terms and conditions, and in these circumstances references to "you" in these terms and conditions are to both the individual user and the relevant person, company or legal entity (unless the context requires otherwise).
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| 6. | Registration and subscriptions |
| 6.1 | To be eligible to create a subscription on our website under this Section 6, you must be at least 18 years of age. |
| 6.2 | You may register for a company subscription with our website by completing and submitting the subscription registration form on our website,
this will create a company subscription and a personal account.
Alternatively, a Project Manager or Subscription Administrator may create a User account for you;
you will be able to access this by clicking on the verification link in the email that the website will send to you. |
| 7. | User accounts and passwords |
| 7.1 | To be eligible for an individual account on our website under this Section 7, you must be at least 18 years of age. |
| 7.2 | If you register for an account with our website, you will be asked for an email address and password. |
| 7.3 | Your email address must not be liable to mislead and must comply with the content rules set out in Section 12; you must not use your account name or email address for or in connection with the impersonation of any person. |
| 7.4 | You must keep your password confidential. |
| 7.5 | You must notify us in writing or via email (support@xentek.co.uk) immediately if you become aware of any disclosure of your password. |
| 7.6 | You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure. |
| 7.7 | You must notify us in writing or via email (support@xentek.co.uk) immediately if you become aware of any unauthorised use of your account. |
| 7.8 | You must not use any other person's account to access the website, unless you have that person's express permission to do so. |
| 8. | Cancellation and suspension of subscripton |
| 8.1 | We may:
| (a) | suspend your subscripton; |
| (b) | cancel your subscripton; and/or |
| (c) | edit your subscripton details, |
at any time in our sole discretion without notice or explanation, providing that if we cancel any services you have paid for and you have not breached these terms and conditions,
we will refund to you a pro rata amount of your payment, such amount to be calculated by us using any reasonable methodology.
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| 8.2 | You may cancel your subscripton on our website by emailing support@xentek.co.uk. You will not be entitled to any refund if you cancel your subscripton in accordance with this Section 8.2. |
| 9. | Subscription Renewal |
| 9.1 | To become a subscriber to our website services, you must pay the applicable subscription fees after you have registered a subscription and user account with our website and either during or after the free trial period. We will send you an acknowledgement of your order. If your order is accepted, we will send you an order confirmation, at which point the contract between us for the supply of the website services shall come into force. |
| 9.2 | You will have the opportunity to identify and correct input errors prior to making your order by either, using the Edit Profile webpage, using the Maintain Subscription website pages or via email to support@xentek.co.uk. |
| 9.3 | For so long as your account and subscription remain active in accordance with these terms and conditions, you will benefit from the features specified on our website in relation to your subscription type. |
| 9.4 | We may from time to time vary the benefits associated with a subscription by posting a new subscription description on our website, providing that if in our reasonable opinion such a variation results in a substantial loss of value or functionality, you shall have the right to cancel your subscription, and we will refund to you a pro rata amount of the fee paid in respect of your subscription, such amount to be calculated by us using any reasonable methodology. |
| 9.5 | At the end of any period of subscription for which you have paid, and subject to the other provisions of these terms and conditions, your subscription will be automatically cancelled, unless you renew the subscription and pay the applicable subscription fees. |
| 10. | Fees |
| 10.1 | The fees in respect of our website services will be as set out on the website from time to time. |
| 10.2 | All amounts stated in these terms and conditions or on our website are stated exclusive of VAT. |
| 10.3 | You must pay to us the fees in respect of our website services in advance, in cleared funds, in accordance with any instructions on our website. |
| 10.4 | We may vary fees from time to time by posting new fees on our website, but this will not affect fees for services that have been previously paid. |
| 10.5 | If you dispute any payment made to us, you must contact us immediately and provide full details of your claim. |
| 10.6 | If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 14 days following the date of our written request:
| (a) | an amount equal to the amount of the charge-back; |
| (b) | all third party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or card issuer); |
| (c) | all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this Section 10.6 (including without limitation legal fees and debt collection fees), |
and for the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back for the purposes of this Section 10.6.
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| 11. | Your content: licence |
| 11.1 | In these terms and conditions, "your content" means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website. |
| 11.2 | You grant to us a worldwide, non-exclusive, royalty-free licence to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media in order for to provide the service to you. To aid you in your decision making our service is currently provided by Microsoft Azure North Europe situated in Dublin, Ireland. You may access the website services worldwide. |
| 11.3 | You grant to us the right to sub-license the rights licensed under Section 11.2. |
| 11.4 | You may edit your content to the extent permitted using the editing functionality made available on our website. |
| 11.5 | Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content. |
| 12. | Your content: rules |
| 12.1 | You warrant and represent that your content will comply with these terms and conditions. |
| 12.2 | Your content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law). |
| 12.3 | Your content, and the use of your content by us in accordance with these terms and conditions, must not:
| (a) | be libellous or maliciously false; |
| (b) | be obscene or indecent; |
| (c) | infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right; |
| (d) | infringe any right of confidence, right of privacy or right under data protection legislation; |
| (e) | constitute negligent advice or contain any negligent statement; |
| (f) | constitute an incitement to commit a crime; |
| (g) | be in contempt of any court, or in breach of any court order; |
| (h) | be in breach of racial or religious hatred or discrimination legislation; |
| (j) | be in breach of official secrets legislation; |
| (k) | be in breach of any contractual obligation owed to any person; |
| (l) | consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage; |
| (m) | constitute spam; |
| (n) | be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory |
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| 13. | Report abuse |
| 13.1 | If you learn of any unlawful material or activity on our website, or any material or activity that breaches these terms and conditions, please let us know. |
| 13.2 | You can let us know by email support@xentek.co.uk. |
| 14. | Limited warranties |
| 14.1 | We do not warrant or represent:
| (a) | the completeness or accuracy of the information published on our website; |
| (b) | that the material on the website is up to date; or |
| (c) | that the website or any service on the website will remain available. |
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| 14.2 | We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent that these terms and conditions expressly provide otherwise, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website. |
| 14.3 | To the maximum extent permitted by applicable law and subject to Section 15.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website. |
| 15. | Limitations and exclusions of liability |
| 15.1 | Nothing in these terms and conditions will:
| (a) | limit or exclude any liability for death or personal injury resulting from negligence; |
| (b) | limit or exclude any liability for fraud or fraudulent misrepresentation; |
| (c) | limit any liabilities in any way that is not permitted under applicable law; or |
| (d) | exclude any liabilities that may not be excluded under applicable law. |
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| 15.2 | The limitations and exclusions of liability set out in this Section 15 and elsewhere in these terms and conditions:
| (a) | are subject to Section 15.1; and |
| (b) | govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty. |
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| 15.3 | To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature. |
| 15.4 | We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control. |
| 15.5 | We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill. |
| 15.6 | We will not be liable to you in respect of any loss or corruption of any data, database or software. |
| 15.7 | We will not be liable to you in respect of any special, indirect or consequential loss or damage. |
| 15.8 | You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees). |
| 15.9 | Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed the total amount paid and payable to us under the contract. |
| 16. | Breaches of these terms and conditions |
| 16.1 | Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:
| (a) | send you one or more formal warnings; |
| (b) | temporarily suspend your access to our website; |
| (c) | permanently prohibit you from accessing our website; |
| (d) | block computers using your IP address from accessing our website; |
| (e) | contact any or all your internet service providers and request that they block your access to our website; |
| (f) | commence legal action against you, whether for breach of contract or otherwise; and/or |
| (g) | suspend or delete your account and/or subscription on our website. |
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| 16.2 | Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account or subscription). |
| 17. | Third party websites |
| 17.1 | Our website includes hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations. |
| 17.2 | We have no control over third party websites and their contents, and subject to Section 15.1 we accept no responsibility for them or for any loss or damage that may arise from your use of them. |
| 18. | Trade marks |
| 18.1 | PLAN RUNNER, our logos and our other registered and unregistered trade marks are trade marks belonging to us; we give no permission for the use of these trade marks, and such use may constitute an infringement of our rights. |
| 18.2 | The third party registered and unregistered trade marks or service marks on our website are the property of their respective owners and, unless stated otherwise in these terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights. |
| 19. | Variation |
| 19.1 | We may revise these terms and conditions from time to time. |
| 19.2 | We will give the Subscription Administrator email notice of any revision of these terms and conditions, and the revised terms and conditions will apply to the use of our website from the date that we give you such notice; if you do not agree to the revised terms and conditions, you must stop using our website. |
| 20. | Assignment |
| 20.1 | You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions. |
| 20.2 | You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions. |
| 21. | Severability |
| 21.1 | If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. |
| 21.2 | If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect. |
| 22. | Third party rights |
| 22.1 | These terms and conditions are for our benefit and your benefit, and are not intended to benefit or be enforceable by any third party. |
| 22.2 | The exercise of the parties' rights under these terms and conditions is not subject to the consent of any third party. |
| 23. | Entire agreement |
| 23.1 | Subject to Section 15.1, these terms and conditions, together with our privacy and cookies policy, constitute the entire agreement between you and us in relation to your use of our website and supersede all previous agreements between you and us in relation to your use of our website. |
| 24. | Law and jurisdiction |
| 24.1 | These terms and conditions shall be governed by and construed in accordance with English law. |
| 24.2 | Any disputes relating to these terms and conditions shall be subject to the non-exclusive jurisdiction of the courts of England. |
| 25. | Statutory and regulatory disclosures |
| 25.1 | We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference. |
| 25.2 | These terms and conditions are available in the English language only. |
| 25.3 | Our VAT number is 181 6642 96. |
| 26. | Our details |
| 26.1 | This website is owned and operated by XenTek Ltd. |
| 26.2 | We are registered in England and Wales under registration number 08627665, and our registered office is at 320 Firecrest Court, Centre Park, Warrington Cheshire WA1 1RG United Kingdom. |
| 26.3 | You can contact us by writing to the business address given above, by email to enquiries@xentek.co.uk or by telephone on 07739 549731. |
| 27. | Upgrade and Patches Policy |
| 27.1 | This Upgrade and Patches Policy is to aid you in your use of this website and is intended only as general advice and is not legally binding. |
| 27.2 | From time to time we will update this website and its ancillary mechanisms, both software and hardware, to improve your experience, provide new features or generally improve the service. Updates can be categorised into two types:
| (a) | Site maintenance updates are primarily but not exclusively for new features, fixing problems and improving performance and usability; |
| (b) | Patches are for correcting problems and for minor improvements. |
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| 27.3 | Site maintenance updates are performed on a schedule. In order to reduce the impact, size and risk of the update they are normally performed once a week on a Tuesday evening, a reminder will be emailed 2 days ahead to subscription administrators and Project Managers if they have requested it (a tick box will be found on the Edit Profile page for these users), when using the website a popup will also notify from lunchtime on the day of the update. |
| 27.4 | Site maintenance updates may be cancelled if not required or we determine there is an impact to active projects. |
| 27.5 | If no site maintenance is required no email will be sent and no popup will be displayed. |
| 27.6 | Patches are by their nature un-schedulable. These will be notified as early as possible through a popup window visible when accessing the website. This will usually be the same day as the patch. |
| 27.7 | During the website upgrade you may experience loss of availability or erratic behaviour. If you do experience problems usually refreshing the webpage you have open will restore normal operation. It may require you to re-login after the update. |
| 27.8 | Updates to this website usually take less than 30 seconds. However, if it takes longer we will not be liable to you as stated in Section 15. |
| 27.9 | Our updates are extensively tested before and after deployment, however, if we find issues whilst testing we may at our discretion revert or patch an update that same day if we determine it is required. |
| 27.10 | If you have a specific need for us to postpone an update please email us on upgrades@xentek.co.uk or telephone 07739 549731 as soon as you can. |