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Thank you for choosing Arcprojects.io licensed software. These terms (“Terms”) set out the work which Arcprojects.io (“Arcprojects.io” or “We”) will carry out as part of our service to you (“You” or “Client”) and the Terms upon which the Arcprojects.io licensed software is licensed to you.
2.1 Your licence to use Arcprojects.io licensed software commences on the date of the installation of the Arcprojects.io licensed software and continues for as long as you pay the monthly licence fee. There is no minimum licence term. You may cancel the licence and cease paying the monthly licence fee provided 3 months’ notice period has been given in writing.
2.2 When Arcprojects.io receives the three months’ notice, Arcprojects.io will arrange a date with you to uninstall the Arcprojects.io licensed software. As part of the decommissioning process, Arcprojects.io will provide you with any data which was held on Arcprojects.io licensed software in Microsoft Excel spreadsheet format.
3.1 Arcprojects.io grants the Client a non-exclusive Licence to use Arcprojects.io licensed software for any of your normal business purposes for as long as you pay the monthly licence fee.
3.2 The Client may not:
4.1 Upon receiving your order and in consideration for the implementation fee Arcprojects.io will arrange a mutually convenient time with you so that Arcprojects.io can install the Arcprojects.io licensed software.
4.2 Arcprojects.io includes data migration as part of the initial set up. Arcprojects.io will analyze your existing data (if any) and (where possible) use it to populate the Arcprojects.io database. If the existing data requires any corrections or if all or part of the data cannot be used, Arcprojects.io shall discuss any such problems with you and the parties shall decide (acting reasonably) how to proceed with the installation.
4.3 Arcprojects.io will provide appropriate information and discuss the various configuration options for Arcprojects.io licensed software with you. Prior to installation, you should notify us of the configuration options you wish to adopt, and Arcprojects.io will implement them during the installation.
4.4 Our expertise is in the Arcprojects.io licensed software therefore Arcprojects.io is not able to advise you in relation to the configuration or set up of your servers, networks, other hardware or software upon which Arcprojects.io licensed software operates but Arcprojects.io is happy to provide information on Arcprojects.io licensed software’s requirements to your IT department or company as necessary.
4.5 Following the installation of Arcprojects.io licensed software, Arcprojects.io will provide your staff with training online via screen sharing software.
4.6 The initial training will cover how to book Time and Expenses, plus how to add/amend Jobs and Clients. This is designed to give your staff a reasonable start to using the system.
4.7 Subsequent training will be undertaken approximately two weeks later and aimed at the practice manager/partner level staff via the same method.
4.8 Our staff will be available to provide you with reasonable advice and technical guidance relating to the installation and operation of Arcprojects.io licensed software. If you have any queries please call 0151 236 8674. Arcprojects.io will provide this service between the hours of 9:00 – 17:30 Monday to Friday.
4.9 If Arcprojects.io cannot answer your call Arcprojects.io will respond to your message as soon as reasonably possible. Please note that Arcprojects.io has to prioritize the queries received according to their urgency. Arcprojects.io will try to keep you informed of the progress of any query you raise and resolve your query as soon as is reasonably possible.
4.10 Whilst every effort is made to resolve queries promptly and efficiently, Arcprojects.io does not guarantee to provide specified members of staff.
4.11 If the Client notifies Arcprojects.io that it suspects or detects an error in the Arcprojects.io licensed software, Arcprojects.io shall use its best efforts to confirm the existence of such error and shall correct it as part of its obligations under this Agreement.
4.12 As part of your licence you are entitled to receive all future upgrades to the Arcprojects.io licensed software.
4.13 As part of your licence you are entitled to request enhancements to the Arcprojects.io licensed software. The definition here of ‘enhancements’ is minor modifications. Arcprojects.io does not accept significant re-developments and new modules as ‘enhancements’. The final decision as to whether to undertake an enhancement rests with Arcprojects.io.
4.14 Arcprojects.io believes in the continued improvement of the Arcprojects.io licensed software and is keen to receive user feedback and input which will improve the existing functionality in Arcprojects.io licensed software. The Client may suggest that additional functionality is added to Arcprojects.io licensed software. However, the final decision on whether to incorporate the additional functionality rests with Arcprojects.io.
4.15 It is not always possible to incorporate all enhancement requests or functionality suggestions, however Arcprojects.io will entertain all reasonable requests, and where possible Arcprojects.io will incorporate suggested enhancements into Arcprojects.io licensed software.
4.16 Unfortunately Arcprojects.io cannot commit to any timescales for building such enhancements or functionality requests into Arcprojects.io licensed software. All enhancements will be included in upgrades to be rolled out to all clients. This allows us to make sure that all Arcprojects.io licensed software users benefit from the input of the user community as a whole.
5.1 You agree to pay Arcprojects.io the implementation fee by the date of installation.
5.2 Your monthly licence fee should be paid via BACS or Standing
5.3 The monthly licence fee has been calculated by reference to the number of users within your organization that use the Arcprojects.io licensed software. If your usage exceeds or falls below, the relevant license fee user bands you shall notify us immediately and your monthly licence fee shall be adjusted with immediate effect.
5.4 All sums payable and considerations to be provided under this Agreement are exclusive of VAT (unless the contrary is expressly stated).
5.5 If the Client does not pay the implementation fee or monthly licence fee on the due date Arcprojects.io reserves the right to charge interest at the statutory rate.
5.6 Arcprojects.io shall not increase the licence fee more than once in any two-year period and any such increase shall not be more than 10%.
5.7 Arcprojects.io shall notify you at least one month in advance of any increase in the licence fee and the new licence fee shall be effective and payable from the first full month following the notice period. You do of course always have the right to cancel your licence should you wish.
6.1 Either party may terminate this Agreement by giving to the other party three months’ notice in writing.
6.2 Arcprojects.io reserves the right to terminate this Agreement with immediate effect by notice in writing in any of the following events:
6.3 Termination in accordance with clause 6 shall not affect any right of action or remedy of either party. All provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
6.4 At the termination of this Agreement for any cause whatsoever, the client shall deliver up the Arcprojects.io licensed software to Arcprojects.io and shall destroy all copies of the software documentation, or any part thereof held for back-up purposes including the Arcprojects.io licensed software database, and shall lose the rights to use the Licensed Software thereafter. Arcprojects.io will contact you to arrange a mutually convenient time for our staff to carry out the removal of Arcprojects.io licensed software from your IT systems. The data held in the Arcprojects.io licensed software databases shall be exported into Microsoft Excel files and shall be provided to the Client.
6.5 You shall have no right to any refund of the licence fee under this Agreement including, without limitation, on termination of this Agreement.
7.1 Arcprojects.io shall not be liable to you on any legal basis for any of the following losses or damages, whether direct or indirect, and whether or not such losses and/or damages were foreseen, foreseeable or known:
8.1 Arcprojects.io warrants to you that:
8.2 Arcprojects.io shall not be responsible for any failure to comply with the above warranties if such failure is attributable to:
8.3 You warrant that you have full capacity and authority to enter into and to perform this Agreement and that this Agreement is executed by your duly authorized representative.
9.1 Both parties acknowledge that this Agreement creates a relationship of confidence and trust between them with respect to any information of a confidential or secret nature applicable to the business of either party, including but not limited to secret processes, trade secrets, customer lists, pricing methods, techniques, inventions, computer software and know-how (herein collectively called “confidential information”). Arcprojects.io undertakes, throughout the term of this Agreement and thereafter, to hold in trust and confidence any Confidential Information of the client which is not in the public domain nor otherwise legally obtained by Arcprojects.io outside this Agreement, and to refrain from using or disclosing any such information except when acting in the interest of the Client pursuant to this Agreement.
9.2 The Client undertakes, throughout the term of this Agreement and thereafter, to hold in trust and confidence any Confidential Information of Arcprojects.io which is not in the public domain nor otherwise legally obtained by the client outside this Agreement, and to refrain from using or disclosing any such information except when acting in the interests of Arcprojects.io pursuant to this Agreement.
10.1 You may not deal in any way with this Agreement and/or its rights and obligations under it and may not grant sub-licences.
10.2 Any notice or notification required or authorized to be given under this Agreement by one party to the other shall be in writing and sent to the other party at its registered office.
10.3 This Agreement sets out the entire Agreement and understanding between us both in respect of the subject matter of this Agreement and supersedes and replaces any and all other representations, understandings, and agreements relating to its subject matter.
10.4 No failure or delay by either party to exercise any right or remedy will operate as a waiver. All such rights are not exclusive of each other.
10.5 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
10.6 This Agreement and any matter arising from it shall be governed by and construed in accordance with English law. The parties agree to submit to the exclusive jurisdiction of the English courts in relation to this Agreement and any such matter.
