Terms & Conditions of Use

In this document the following words shall have the following meanings:

(a) "Company means Timesheets247.com"

(b) "Confidential Information" means info rmation learnt about the other's business and commercial affairs, including technical information, information relating to the parties clients, and know-how provided by either party to the other .

(c) "Effective Date" is the earlier of the date on which the Subscriber clicks the "I accept" button on screen, or begins to use the Service.

(d) "IPRs" means a ll copyright, know-how, trade marks, service marks or other intellectual property rights

(e) "Licence Fee" means the sums to be paid by the Subscriber to the Company for the Service during the Licence Term as detailed in the Paperwork .

(f) "Licence Term" is the 12 month period from the Effective Date and which will be extended automatically for further 12 month periods on the anniversary of the Effective Date until the Service is cancelled or terminated in accordance with these Terms.

(g) "Services" means the services which the Company provides and to which the Subscriber is subscribing as detailed in the Specification.

(h) "Specification" means the proposal, quotation or other similar document or website page describing those Services the Company provides which the Subscriber wishes to subscribe to.

(i) "Subscriber" means the organisation or person that is subscribing to the Services from the Company.

(j) "Subscriber Data" means data, info rmation, material provided or submitted by the Subscriber to the Service in the course of using it.

(k) "Terms" means the terms and conditions set out herein, and where the context requires it includes the Specification. It also includes any materials on the Company's websites which are incorporated by reference;

(l) "User Licence" means the licence granted by the Company to the Subscriber for the Service

1. GENERAL

(a) By accepting these Terms the Subscriber agrees to abide by these Terms. Such acceptance will be made by clicking the "I accept" button on the Company's web site and will constitute the Subscriber's agreement to these Terms.

(b) Subject to these Terms a Subscriber is granted, from the Effective Date, a non-exclusive, non-transferable, worldwide right to use the Service for the Licence Term solely for the Subscriber's own internal business purposes.

2 SERVICES TO BE PROVIDED

(a) The Specification details the Services to which the Subscriber subscribes.

3 FEE AND CANCELLATION

(a) The Licence Fee is as set out in the Specification and payment is to be made by monthly payments via direct debit or credit card .

(b) The Company reserves the right to modify the Licence Fee (but no more than once every 12 months) and to introduce new charges on giving at least 30 days prior notice to the Subscriber, and this notice may be provided by e-mail.

(c) The Company shall be entitled to charge interest on overdue Licence Fees from the date when payment becomes due until the date payment is received at a rate of four (4) per cent per annum above the base rate of the Bank of England.

(d) The Company reserves the right to suspend or terminate the Subscriber's User Licence and access to the Service if the Subscriber's account falls into arrears. The Subscriber will continue to be charged for the User Licence during any period of suspension.

(e) The Licence Fee excludes VAT which is payable in addition.

4. THE COMPANY'S OBLIGATIONS

(a) The Company will provide the Subscriber with login details to enable the Subscriber to connect, subject to the provisions of clause 4(d) below, to the Service via the internet, on a 24 hour a day, 7 day a week basis.

(b) The Company will provide the Subscriber with a user manual which will be made available online via the website.

(c) The Company will use its best efforts to provide uninterrupted server connection (except for scheduled maintenance downtime or other interruptions caused by reasons beyond its control) and other computer and operating system software to operate and support the Service for use in accordance with industry standards.

(d) The Company will perform maintenance services to maintain the continuous operation of the Service which will result in the Service being temporarily unavailable from time to time which is likely to be for no more than one hour a day after midnight except in circumstances beyond its control.

(e) The Company has the right to connect to the Subscriber's database for maintenance or technical purposes.

(f) The Company will protect and backup Subscriber Data on a regular basis but the Subscriber is responsible for ensuring that backups are made in accordance with the Subscriber's needs.

(g) In the event of termination of this agreement howsoever caused, the Subscriber Data will be given to the Subscriber in industry standard format.

5 SUBSCRIBER RESPONSIBILITIES

(a) T he Subscriber shall be responsible for all telephone, computer, hardware and software equipment and services necessary to access the Service via the internet, and should satisfy itself that its system requirements are sufficient to access the Service. The Company makes no representations, warranties or assurances that the Subscriber's equipment will be suitable for the Service.

(b) The Subscriber is responsible for ensuring the security of its data by keeping the login details safely stored, not disclosing its password and changing it regularly, and not using obvious passwords such as users names.

(c) The Subscriber agrees to notify the Company immediately of any unauthorised use of any password or account or of any other known or suspected breach of security, and report any copying or distribution of Subscriber Data that is known or suspected by it or its users.

(d) The Subscriber will comply with all applicable laws in connection with its use of the Service, including those related to data protection and the transmission of technical or personal data across borders.

6. LICENCE RESTRICTIONS

(a) The Subscriber hereby agrees not to use the Service to:

(i) send or store infringing, obscene, threatening, libellous, or otherwise unlawful material;

(ii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts agents or programs;

(iii) interfere with or disrupt the integrity or performance of the Service or the data contained in it;

(iv) attempt to gain unauthorised access to the Service or its related systems or networks.

(b) The Subscriber may not licence, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Service or the User Licence in any way. The Subscriber also agrees not to modify or make derivative works based on the Service, nor to allow acc ess to the Service to anyone but its nominated users.

7. INDEMNITY

(a) The Subscriber shall indemnify the Company against all claims, costs and expenses which the Company may incur and which arise, directly or indirectly, from the Subscriber's breach of any of their obligations under these Terms, or from a claim alleging that use of the Subscriber Data infringes the rights of, or has caused harm to, a third party.

8. INTELLECTUAL PROPERTY RIGHTS

(a) The Company acknowledges that all right, title and interest in Subscriber Data shall be solely owned by the Subscriber.

(b) All IPRs in the Service and in any website operated by the Company is owned by the Company.

(c) These Terms do not convey to the Subscriber any rights in or related to the Service, any website operated by the Company or the IPRs except as expressly provided in these Terms. The names and logos associated with the Service are trademarks of the Company and no right or licence is granted to use them.

9. CONFIDENTIALITY

(a) Neither the Subscriber nor the Company will disclose to any third party details of the other's Confidential Information.

(b) The Company undertakes to use our best efforts to observe confidentiality of the Subscriber Data and in particular, insofar as provision of the Service renders us data processors of Subscriber Data, the Company confirms that it complies and will continue to comply with each of the provisions of the Data Protection Act 1988 as amended or replaced from time to time (the "Act") and will carry out all data processing in compliance with the requirements of the Act and shall not carry out any processing, use or disclosure using Subscriber's Data unless specifically instructed to do so by the Subscriber , or unless necessary for the operation of the Service.

(c) The Company confirms that it has in place appropriate technical and organisational security measures governing the processing of Subscribers' personal data.

(d) The Company shall not transfer any of the personal data that it processes on the Subscriber's behalf to any country or territory outside the European Economic Area without the Subscriber's prior written consent.

10 PRIVACY

(a) The Company's privacy policy may be viewed on the Company's website. The Company reserves the right to modify our security and privacy policies from time to time and will promptly notify the Subscriber or any such modifications.

11. WARRANTY

(a) The Company warrants that it shall use reasonable skill and care in the provision of the Services and will conform to generally accepted industry standards and practices.

12. LIMITATION OF LIABILITY

(a) Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Company to the Subscriber in respect of any claim whatsoever or breach of these Terms, whether or not arising out of negligence, shall be limited to the amount of the annual User Licence Fee.

(b) Notwithstanding the above the Company will not become liable to the Subscriber for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This applies even where such a loss was reasonably foreseeable.

13. TERMINATION

(a) The Subscriber may terminate the User Licence by giving the Company one month's notice to expire on the anniversary of the Effective Date. No unused subscription or part thereof will be refunded to the Subscriber.

(b) Either party may terminate these Terms immediately by notice in writing to the other if:

(i) the other commits a material breach of these Terms which is either incapable of remedy, or which the other fails to remedy within 30 calendar days of being requested to do so;

(ii) there is a levying of distress or execution against the other or the making by the other of any composition or arrangement with creditors or (being a company) the liquidation of that other (save where this involves a members' voluntary liquidation);

(c) The confidentiality obligations in Clause 9 shall survive termination of these Terms.

14. FORCE MAJEURE

(a) Neither of party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest, or other event beyond our reasonable control.

15. NOTICES

(a) Any notice to be given by either party to the other will be in writing and, if hand delivered, shall be deemed served at the time it was delivered personally, or if sent by pre-paid post, shall be deemed to have been delivered in the ordinary course of post, provided that the correct address for service was used (being the address indicated in the Paperwork or subsequently notified and acknowledged in writing as the new address for service). Notice sent by facsimile or email, shall be deemed served only if there is proof of confirmation of receipt of the facsimile or email.

16. ENTIRE AGREEMENT

(a) These Terms together with the Specification any privacy and/or security policies embody the whole agreement between the parties on the subject matter of the Paperwork and supersede any prior oral or written agreement between the parties on that subject matter, and the parties confirm that they have not entered into these Terms on the basis of any representations that are not expressly incorporated into these Terms.

17. SEVERANCE

a) If any provision of these Terms is prohibited by law or judged by a court to be unlawful, void or unenforceable, that provision shall, to the extent required, be severed from these Terms and made ineffective as far as possible without modifying the remaining provisions of these Terms, and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms.

21. GOVERNING LAW

(a) The validity, construction and performance of these Terms shall be governed by English law. Any dispute arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the English courts to which both the Subscriber and the Company hereby submit.