Upon acceptance of these terms, you are entering into a legally binding Agreement between you and Polydone Limited, each a “Party“ and together the “Parties“.
Polydone is a company registered in England and Wales and is subject to the Laws of England and Wales (the “Law”), where the Law prevails over the terms of this Agreement.
This Agreement shall apply to the Customer any of the Customer’s holding company, direct or indirect subsidiary, and any partnership, joint venture or association the Customer is part of (the “Affiliates”), should the Customer transfer any of the Customer’s licences to an Affiliate.
1.1 Polydone products and Services include a technology, in the form of a software, for the management of projects, tasks and resources. The software is accessible via modern web browsers at https://www.polydone.com, “polydone.com” and all related subdomains. The software may be accessible via alternative solutions such as mobile applications as that may change from time to time.
2.1 Polydone grants the Customer a non-exclusive license to use the Services, subject to the terms and conditions of this Agreement as they may change from time to time.
2.2 Polydone reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.
2.3 You represent and warrant to Polydone that: (i) you are of legal age to form a binding contract; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.
3.1 The Website, the Services, and their contents may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website or in the Services, including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the “Polydone Content,”) are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Polydone Content accessed through the Services, and shall not use, copy, reproduce, download, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Polydone Content or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.
3.2 You shall not store any portion of any Polydone Content in any form. Copying or storing of any Polydone Content is expressly prohibited without prior written permission from Polydone. If you link to the Website, Polydone may revoke your right to so link at any time, at Polydone’s sole discretion.
4.1 In the course of using the Services, you may provide information which may be used by Polydone in connection with the Services. You understand that by providing content, materials or information (including without limitation information relating to your end user customers) to Polydone or in connection with the Services (collectively, “Your Content”), Polydone hereby is and shall be granted a nonexclusive, worldwide, royalty-free, sublicenseable and transferable right to use, process, store, copy, reproduce, reformat, translate, modify and create derivative works of Your Content (including all related intellectual property rights) in connection with Polydone’s provision of the Services for the duration of this Agreement. For clarity, the foregoing license grant to Polydone does not affect your ownership of Your Content.
5.1 Each Party asserts that it has the full right, power and authority to enter into an agreement with the other Party, following the terms of this Agreement and for the purpose thereof.
5.2 Polydone asserts that:
5.3 The Customer asserts that it shall not use the Service for malicious or illegal purposes, or any purpose that is directly in competition with or harmful to Polydone.
5.4 If you provide any personally identifiable information, including personally identifiable information relating to your customers, to Polydone, you represent and warrant that:
5.5 You also warrant, represent and agree that you will not contribute any content or otherwise use the Services in a manner that:
5.6 Polydone reserves the right to remove any content from the Services at any time, for reasons including, but not limited to, receipt of claims or allegations from third parties or authorities relating to such content or if Polydone is concerned that you may have breached the immediately preceding sentence.
6.1 You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not:
6.2 You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.
6.3 You acknowledge that all Polydone Content and Your Content (together, the “Content”) accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will Polydone be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, including without limitation reports generated by the Services, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services. You, not Polydone, remain solely responsible for all Content, including messages, that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services.
7.1 You acknowledge that Polydone has no control over, and no duty to take any action regarding:
7.2 You release Polydone from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites or applications containing information that some people may find offensive or inappropriate. Polydone makes no representations concerning any content contained in or accessed through the Services, and Polydone will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. Polydone makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services.
7.3 The Services, Content, Website and any software are provided on an “as is” basis, without warranties of any kind, either expressed or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that use of the Services will be uninterrupted, secure or error-free. No advice or information, whether oral or written, obtained from Polydone or through the website will create any warranty not expressly made herein.
9.1 As a condition to using some aspects of the Services, you may be required to register with Polydone and set an email address, a username (the “User ID”) and a password. You shall provide Polydone with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not:
9.2 Polydone reserves the right to refuse registration of or cancel a User ID at its discretion, in regards to the breach of this Agreement. You shall be responsible for maintaining the confidentiality of your password.
9.3 Should Polydone become aware of any unauthorised or unlawful access to, loss of or damage to the Customer’s data, Polydone shall notify the Customer as soon as reasonably possible.
9.4 The Customer shall be responsible for maintaining the privacy and security of their accounts, such as login details and passwords. Polydone will not be held liable for any damage or loss caused by failure to protect their accounts by the Customer outside of Polydone.
9.5 The Customer shall not use the Service for any illegal or unauthorised purpose. Polydone shall not be held liable for the violation of any laws caused by the Customer illegal or unauthorised use of the Service.
10.1 You will indemnify and hold Polydone, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement or applicable laws, rules or regulations in connection with your use of the Services, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.
11.1 Polydone stores data provided by the Customer, including but not limited to names, email addresses, encrypted passwords and documents, securely on servers provided by third party suppliers, such as Amazon Web Services and Google Cloud. Polydone takes all necessary measures to insure the protection of the Customer data, prevent its loss, corruption and theft.
11.2 Should any of the Customer data processed or stored by Polydone or any of Polydone's third party suppliers be lost, damaged or stolen, Polydone shall try to mitigate the issue amicably with the Customer and, where a resolution between the Parties cannot be found, Polydone shall indemnify the Customer for the damage sum claimed by the Customer, not exceeding the fees already paid by the Customer during the 6-month period preceding the applicable claim (the “Coverage“).
11.3 The Customer may choose to acquire additional insurance via Polydone, for a premium, exclusively dedicated to the Customer for the sole purpose of this Agreement and increase the Coverage for the Customer to a maximum of GBP 10,000,000.00 (the “Additional Insurance”).
11.4 Should the Customer require Additional Insurance, the Customer shall acquire such insurance from Polydone at a rate of GBP 250.00 per calendar year for each GBP 1,000,000.00 of Additional Insurance.
12.1 Polydone reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Website or provided to you directly, in connection with such Services selected by you.
12.2 Polydone reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fee paid hereunder is non-refundable.
12.3 The Service is billed in advance according to the Pricing Schedule and all payments are non-refundable.
12.4 Invoices issued to the Customer shall be paid as follows (the “Payment Limit”):
12.5 Should the Customer fail to pay within the Payment Limit:
12.6 Should the Customer have any objection to an invoice, the Customer shall notify Polydone within the Payment Limit and Polydone shall try to solve the matter to the best of its ability. An objection to an invoice, whether rightfully or not, shall not induce any change to the Payment Limit or the conditions thereof.
12.7 Polydone issues invoices electronically only (in “PDF” format) containing, but not limited to, the following information (the “Invoice Format”):
12.8 Should the Customer require additional information on any invoice (available on the Large plan) or for such invoice to be issued in a different format than the Invoice Format or should the Customer require such invoice to be sent to a different contact point than the one agreed between the Customer and Polydone from time to time, the Customer shall inform Polydone before or within the Payment Limit and failure to do so shall not induce any change to the Payment Limit or the conditions thereof.
13.1 You agree to bear and be responsible for all taxes, levies, imposts, duties, fines or similar governmental assessments imposed by any jurisdiction, country or any subdivision or authority thereof including, but not limited to federal, state or local sales, VAT, GST, use, property, excise, service, transaction, privilege, occupation, gross receipts or similar taxes, in any way connected with this Agreement or agreement required hereunder, and all interest, penalties or similar liabilities with respect thereto, except such taxes imposed on or measured by a party’s net income (the “Taxes”).
13.2 All prices, fees and other charges payable under this Agreement or agreement ancillary to or referenced by this Agreement, shall not include any Taxes. You shall make all payments required without deduction of any Taxes, except as required by law, in which case the amount payable shall be increased as necessary so that after making any required deductions and withholdings, Polydone receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made.
13.3 If you are a tax-exempt entity or claims exemption from any Taxes under this Agreement, you shall provide a certificate of exemption upon execution of this Agreement and, after receipt of valid evidence of exemption, Polydone shall not charge you any Taxes from which it is exempt. Without limiting the foregoing, all references to payments made in this Agreement are exclusive of any VAT, GST or other consumption taxes (collectively, the “VAT”) chargeable and where required by law, VAT shall be itemized at the rate applicable, if any, and paid in addition thereto. You shall communicate to Polydone your VAT identification number(s) attributed by:
13.4 Polydone shall consider the Services under this Agreement to be for your business at the location(s) provided by you in accordance with the provided VAT identification number(s).
13.5 You shall comply with all applicable tax laws and regulations, and you shall provide Polydone all necessary assistance to facilitate the recovery or refund of any VAT paid by Polydone in relation to the Services to the respective government or authority. You hereby agree to indemnify Polydone for any Taxes and related costs paid or payable by Polydone attributable to Taxes that would have been your responsibility under this section if invoiced to you. You shall promptly pay or reimburse Polydone for all costs and damages related to any liability incurred by Polydone as a result of your non-compliance or delay with its responsibilities herein. Your obligation under this section shall survive the termination or expiration of this Agreement.
14.1 The Customer may from time to time disclose confidential information (the “Customer Information”) with Polydone for the provision of the Services and Polydone shall:
14.2 Polydone may from time to time disclose Customer Information with its personnel, contractors or professional advisers for the sole purpose of the performance of the Services.
14.3 Polydone may from time to time disclose confidential information (“ Polydone Information ”) with the Customer, including but not limited to: designs, plans, features, functionality, performance and trading secrets associated with the Service or otherwise.
14.4 The Customer agrees to:
14.5 Polydone Information shall remain confidential in perpetuity unless:
15.1 In order to provide support and security to the Customer and to improve the Services, Polydone uses third party suppliers, including but not limited to: email and other online communication tools, event-tracking tools and data analysis tools (the “Third Party Suppliers”).
15.2 Third Party Suppliers may have access to confidential information provided by the Customer to Polydone.
15.3 Polydone shall provide a complete list of Third Party Suppliers at the Customer’s request.
16.1 The Services may contain electronic links to third party websites or Services (the “Third Party Websites”) that are not owned or controlled by Polydone. Should the Customer decide to accesses Third Party Websites, they may do so at their own risk and Polydone shall not be held liable for any damage caused by Third Party Website to the Customer.
17.1 This Agreement shall remain in full force and effect while you use the Services.
17.2 You may terminate your use of the Services at any time. Should you decide to do so, you shall still have access to the Services for the remaining duration of the Services already purchased and paid by you. No fee alredy paid is refundable and no invoice issued to you from Polydone for the Services shall be considered void.
17.3 Polydone may terminate or suspend your access to the Services or your membership at any time, for reasons related to the breach of this Agreement, and without warning, which may result in the forfeiture and destruction of all information associated with your membership.
17.4 Upon termination of your account, your right to use the Services and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
18.1 Failure from either party to exercise, in any respect, any right provided herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Polydone’s prior written consent. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Polydone in any respect whatsoever.
19.1 If you have any questions, complaints, or claims with respect to the Services or this Agreeemnt, please get in touch