1.1 “Content” means all visual, written or audible data, information or material including, without limitation: documents, spreadsheets, text messages, form entries, web pages, and similar material, which are uploaded to, transferred through, publicly posted, processed or entered into the Services by the Customer or the Users.
1.2 “Contract Start Date” means the date stated in the Order form, or if applicable during sign-up, or in any other form.
1.3 “Customer” means the individual or the legal entity who activates Services provided by Projectplace and assumes payment responsibility for the same vis-à-vis Projectplace.
1.4 “Initial Term” means the initial contract period during which the Customer subscribes to the Services.
1.5 “Order Form(s)” means the initial order form and/or order confirmation and any subsequent order forms and/ or order confirmations evidencing among other things the type of Subscription, Subscription term, Initial Term, the number of Users Licences, ordered Professional Services, applicable fees, etc. Each such Order Form shall form an integral part of this Agreement. In the event of conflict between the terms of an Order Form and the terms of this Agreement, the terms of the Order Form shall prevail.
1.6 “Professional Services” means training, solution advising and any other related consultancy services.
1.7 “Renewal Term(s)” means successive renewal periods during which the Customer subscribes to the Services.
1.8 “Services” means the at all times current version of the web services, associated software, and other services related thereto provided to the Customer by Projectplace in accordance with this Agreement. The Services are offered as a Software as a Service with several subscription types (including but not limited to Basic, Professional, Team Edition, Multi Edition, Enterprise Edition and Enterprise Edition Plus and variations thereof), with the characteristics and features as described at www.projectplace.com. In addition, the Services may include additional services and add-ons, including third party software, as agreed between the Customer and Projectplace on a Subscription or case-by-case basis.
1.9 “Subscription” means the terms governing among other things the type of subscription, subscription term, billing frequency, the number of User Licences, applicable fees, etc.
1.10 “Trial Service” means a Service, which is provided free of charge or which is under development or evaluation and is marked “free”, “demo”, “trial”, “beta” or “evaluation” (or a similar designation).
1.12 “User(s)” means all individuals who are authorized to start and/or participate in one or more of Customer’s own projects. In the event of a Company User Enterprise Edition Subscription “Company User(s)” means all employees, consultants or any other individual that works for the Customer, its subsidiaries or any other of its affiliated companies and who is authorized to participate in and/or to start an unlimited number of projects under a Company User Enterprise Edition Subscription. A user under such subscription with an email address containing the Customer’s, its subsidiaries or any of its affiliated companies, domain name is presumed to be a Company User. The presumption does not exclude that a Company User may have an email address using another domain address than the Customer, its subsidiaries or affiliated companies.
1.13 “User Licence(s)” means, as applicable, the subscribed number of Users under a Subscription, or when applicable, the subscribed number of Company User Licences in a Company User Enterprise Edition Subscription.
1.14 “Web Site” means Projectplace’s web site at www.projectplace.com.
2 Services, License Grant, Restrictions
2.1 Subject to the terms and conditions of this Agreement, Projectplace hereby grants to the Customer a non-transferable, non-exclusive, non-sublicensable limited term world-wide right and licence for the Customer and Users to access and use the Services for Customer’s own projects..
2.2 Projectplace reserves the right to implement new versions and upgrades of the Services including, but not limited to, changes that effect modifications to the design, operational method, technical specifications, systems, and other functions, etc. of the Services, at any time without prior notice.
2.3 Projectplace undertakes, in its sole discretion, to adopt reasonable measures in order to ensure that the Services are available over the Internet around the clock, seven (7) days a week. Projectplace shall be entitled to take measures that affect the aforementioned accessibility where Projectplace deems such to be necessary for technical, maintenance, operational, or security reasons. The Customer is aware and acknowledges that the Customer’s access to the Internet cannot be guaranteed and that Projectplace shall never be liable for deficiencies in the Customer’s own Internet connections or equipment.
2.4 The Customer shall be entitled, with or without compensation from Users, to provide Users with access to the Customer’s Content and the Services provided by Projectplace. The Customer is aware of and acknowledges that the Customer is fully liable for the Users to whom the Customer affords access to the Services. The Customer shall not charge a User any fee for its use of the Services in excess of the Customer’s direct costs to Projectplace for such User’s participation.
2.5 The Customer shall be entitled to assign a Subscription or a project under an Enterprise Edition Subscription to a third party provided that the third party, in Projectplace’s sole discretion, is approved by Projectplace and that written documentation, in the form decided by Projectplace, is presented evidencing that the third party approves the assignment and that the new party accepts the terms and conditions of this Agreement.
2.6 Projectplace shall be entitled to retain subcontractors, including third party software suppliers, for the performance of obligations in accordance with this Agreement. Projectplace shall be liable for the subcontractors’ work and services in the same manner as for its own work and services.
2.7 The maximum number of Users, projects and storage under a Subscription or Users and storage under a project under an Enterprise Edition Subscription will be defined in the Order Form or on the Web Site.
2.8 In the event the parties have agreed that the Customer should be provided Professional Services related to the Services, the parties shall mutually agree upon when such services shall be performed. Training should be called off no later than six (6) months after the date of order. If not otherwise agreed, Projectplace shall be compensated by the Customer for direct costs incurred related to performing Professional Services, such as travelling, allowance, etc. Projectplace shall have the right to assign training to an acknowledged training partner at no additional cost to the Customer. It is the responsibility of the Customer to (a) provide for a suitable location where training can take place equipped with a computer connected to Internet and to a projector, and (b) invite and make sure all relevant delegates will attend and to inform about the time, date, location and necessary preparations.
2.9 If the Customer has ordered Professional Services the following cancellation policy shall apply to;
(i) Training at client site, Online and at Projectplace offices and for other services with a pre-defined project scope, agreed number of resources or agreed number of hours. If Projectplace has received a written notice at least (i) fourteen (14) business days in advance of the class, the Customer is entitled to a refund of its payment, (ii) seven (7) business days in advance of the class, the Customer is entitled to a training class credit that must be used for another class offered by Projectplace within three (3) months of the date of the original class. Customer is not entitled to a refund or class credit if less than seven (7) business days advance written notice is given. Failure to provide written notice at least fourteen (14) business days in advance of the class obligates the Customer to make payment for the full price of the class;
(ii) Other ordered Professional Services should be terminated with a one (1) week mutual notice period.
2.10 Projectplace reserves the right to reschedule or cancel the date, time and location of a training class at any time, including replacing personnel who may be scheduled to deliver the training. In the event a training class is cancelled, the Customer is entitled to a full refund unless the training class is cancelled by Projectplace due to circumstances beyond its reasonable control. In such event is the Customer entitled to a full training class credit which must be used within three (3) months of the date of the original class for another class offered by Projectplace.
Projectplace shall not be responsible for any loss incurred by Customer as a result of a cancellation or reschedule.
3 Trial Services
3.1 Trial Services are provided strictly “as is”. The Customer may use a Trial Service in a manner consistent with the terms and conditions of this Agreement, but Projectplace may, at its discretion, disable certain features of a Trial Service and enforce time limits on the Customer’s right to use the same. In light of the fact that a Trial Service is provided free of charge, Projectplace disclaims all warranties, representations, and liabilities as set forth in this Agreement and Projectplace shall not be liable for damages of any kind related to the Customer’s or User’s use of a Trial Service.
4 Customer Obligations
4.1 The Customer shall always comply with the security and administrative regulations as notified in conjunction with registration, by e-mail, as made available on the Web Site, or in any other manner. The Customer shall also be responsible for notifying Users of such regulations and also the User’s fulfilment regarding such regulations.
4.2 The Customer shall ensure that all details provided regarding the Customer’s contact information, billing information and credit card information, where applicable, are correct and undertakes to update such information as soon as possible when changes to such information occurs.
4.3 The Customer shall be responsible for the activities conducted by the Customer and the Users within the Services and shall use the Services in compliance with national laws in conjunction therewith. All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by the Customer and/or Users shall be the sole responsibility of the Customer.
4.4 The Customer shall be responsible for monitoring its Content and shall be liable vis-à-vis Projectplace for ensuring that Content transferred to or handled within the Services which is processed by the Customer and/or Users does not infringe any third party rights nor in any other manner violates governing legislation, and that the Customer and Users possess such necessary licences from third parties as may be required in order to process the Content/use the Services.
4.5 The Customer undertakes to use the Services in such a manner that such use does not prevent or disrupt other computer communications or mobile telephone communications or prevent or disrupt the equipment employed in order to provide and use the Services.
4.6 The Customer is aware of and acknowledges that it is not permitted to use the Services in order to gain material in violation of applicable national law.
4.7 The Customer undertakes not to use the Services in any manner which may result in the infringement of any third party’s copyright, or which constitutes a dissemination of business secret, or may incite a third party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Services in any other manner incompatible with the purpose intended.
4.9 The Customer shall remain liable for the Users’ use of the Services under this Agreement and ensure that Users perform their obligations towards Projectplace. To the extent the Customer is unable to perform an obligation on behalf of a User or is unable to cause the User to perform the same, the Customer shall indemnify Projectplace insofar as Projectplace incurs any loss, provided that such loss is related to the non-performance by the User of its obligations to Projectplace.
4.10 The Customer shall defend and indemnify Projectplace for any claim, suit or proceeding brought against Projectplace by Users and/or third parties arising out of or connected to Content processed by Users/the Customer within the Services or for which the User/Customer is otherwise responsible, unless Projectplace is liable for such claim in accordance with the provisions of section 11, “Limitation of Liability”, below.
4.11 The Customer is obligated to notify Projectplace regarding any suspected breach of these provisions.
5 Fees and Payment Terms
5.1 The Customer shall pay compensation for the Services in accordance with the fees set out in the Order Form or otherwise agreed. Notwithstanding the above, Projectplace may for each Renewal Term increase its fees with not more than five (5) per cent (Enterprise Edition Subscriptions) or with Projectplace’s then communicated current fees (other subscription forms e.g. Basic, Professional, Team and Multi Editions Subscriptions).
5.2 All Services provided by Projectplace shall be debited to the Customer in advance from the agreed Contract Start Date and for the subscribed number of User Licences and the selected period (monthly, quarterly, bi-annually or annually) as agreed between the parties. If not otherwise agreed, payment for Professional Services shall be made against invoice within thirty (30) days. The Customer may upgrade a Subscription at any time with additional User Licences, additional storage, or additional services as provided. The Customer is not permitted to downgrade a Subscription. Any added User Licences, storage, or services shall be coterminous with pre-existing User Licences and services. For Enterprise Edition Subscriptions, excess usage and storage (i.e. above the subscribed levels) will be calculated and charged retroactively with an additional excess usage fee applied by Projectplace from time to time. Excess user licence fees are calculated based on the highest number of excess Users/Company Users for each thirty-day period.
5.3 Payment shall be made by the Customer against invoice or through use of a credit card approved by Projectplace. Payment must reach Projectplace in full within thirty (30) days of the issue date of the invoice or credit card charge. Interest on overdue payments shall be payable according to law. Projectplace shall be entitled to charge a fee for any payment reminders and reserves the right to send the same via e-mail to an invoice reference provided by the Customer. The Customer shall be responsible for the reasonable costs incurred by Projectplace when collecting overdue fees.
5.4 The Customer undertakes to make payment of invoices, in the currency stated on the invoice, into the account stated on the invoice.
5.5 Without prejudice to its other rights, Projectplace may temporarily disable the Customer’s and the Users’ access to the Services in the event the Customer has overdue payments in excess of twenty (20) days. In addition, Projectplace may terminate a Subscription, delete and destroy the Customer’s Content and to immediately terminate this Agreement in the event of overdue payments in excess of fifty (50) days.
5.6 In the event of early termination of a Subscription, the Services or the Agreement, the Customer shall not be entitled to a refund of any prepaid fees.
6.1 Projectplace shall hold title to any and all intellectual property rights and technical solutions to the Services or, in the alternative, shall possess a sole right to use the same. Such intellectual property rights and technical solutions may only be used by the Customer in the manner stated in this Agreement. Under no circumstances shall the Customer or a third party acquire any intellectual property rights to the Services or to the software or technical solutions used in the Services, or to any trade mark or any other business mark belonging to or used by Projectplace. Access to the Services is licensed, not sold.
In the event of an agreed case study or similar between Customer and Projectplace, all intellectual property rights to material produced, including but not limited to photos, quotes, interviews, videos, testimonials, under such work will belong to Projectplace and may at its sole discretion be used by Projectplace in the marketing of its services.
6.2 All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by the Customer and/or Users shall remain the sole property of the Customer or its respective legal owner. Projectplace shall have no liability for such Content.
6.3 The Customer may not in any way modify, decompile, disassemble or reverse engineer the Services except as permitted by law.
7 Customer Support
7.1 Projectplace provides customer support by e-mail and telephone regarding Customers’ enquiries in connection with use of the Services. Such support is provided on weekdays (excluding Swedish public holidays) during Projectplace’s ordinary office hours and to the reasonable extent decided upon from time to time in detail by Projectplace.
7.2 Enquiries and/or error notices must be submitted to Projectplace by e-mail or telephone in accordance with the contact information available on the Web Site.
8 Personal Data, Privacy, Disclosure
8.1 In order for the Customer to be able to use the Services, the Customer must provide certain data to Projectplace regarding the Customer’s representatives, including but not limited to full name, e-mail address, contact details and type of organisation. Following receipt of such data, Projectplace will process the same using automatic data processing in order to enable Projectplace to administer and otherwise perform its obligations within the scope of the Services and to ensure that unauthorised persons do not gain access to the Services.
8.2 In addition, in order for the Customer to be able to use the Services, the Customer must also allow Projectplace to store and retrieve session information on the Customer’s representatives’ end terminal equipment, through the use of “cookies”. The purpose of such storage and retrieval of information is to enable the necessary login/logout procedures used in the Services and to ensure that unauthorised persons do not gain access to the Services.