The “Service” means the ProjectMantra service, which consists of the provision (via a web interface) of various project management tools, applications and related services, all as more particularly described on our website at [insert hyperlink to detailed service description]. Where we refer to “you” or “your”, we mean the Subscriber. References to “we”, “our” and “us” are to Kyria Limited, a company registered under the Companies Acts (company number SC169967, registered VAT number 809 2767 06) and having our registered office at 3 Glenfinlas Street, Edinburgh, EH3 6AQ. “Software” means the various modules of the then current version of our proprietary software which both provides the Service and enables you to use the Service and which is licensed under Clause 6. References to clauses are to clauses of this Agreement.

When you decide to subscribe to the Service, you shall complete our online subscription process during which you shall provide us with the account details requested. Any subsequent changes you wish to make to your account details require to be notified promptly to us by email to accounts@projectmantra.com (or such other method as we may from time to time prescribe).

We shall provide the Service to you upon the terms of the Agreement. This Agreement (and the Service provided and the Software licence granted hereunder) shall commence on the date upon which you receive from us an e-mail confirming our acceptance of your subscription (the “Commencement Date”) and, always subject to Clause 9, shall continue thereafter unless terminated by you giving to us not less than one calendar month’s prior written notice.

You may request a trial of the Service. If we have agreed (at our sole discretion) to allow you to trial the Service, the period from the date upon which you receive from us an e-mail confirming the start of your trial until the date 30 days thereafter shall be the “Trial Period”. For the duration of the Trial Period only:-

We shall provide the Service to you using the internet. You are responsible for providing an adequate connection to the internet. A broadband connection is recommended in order for you and your users to receive and use the Service with a minimum recommended connection speed not less than 256kbps.

You are responsible for obtaining and maintaining all equipment, hardware, third party software, peripherals and any and all other communications facilities and equipment which may be required from time to time to access and use the Service and for paying all charges incurred in relation to the use of these.

Whilst we will do what we reasonably can to ensure the availability of the Service at all times, we cannot and do not offer a continuous or uninterrupted service and no warranty is given in this respect. You acknowledge that certain aspects of the Service are dependent upon third parties. Without prejudice to this generality, we may at any time at our discretion:

However, where reasonably possible, we shall give notice of any suspension and will restore the Service as soon as reasonably practicable after any such suspension.

The Service is subject to any limitations from time to time stated on our website.

We reserve the right to modify the Service at any time but will notify you if and when we do so in any significant way. If you do not agree with such modifications, your only remedy will be to terminate this Agreement in accordance with Clause 9.2.

Subject to your payment of fees in accordance with Clause 8, we grant to you a non-exclusive, non-transferable licence to use such modules of the Software as you have requested during the subscription process for the duration of this Agreement for the purposes only of using the Service.

Upon registration, you shall provide a valid email address for yourself as the nominated contact. This shall be your username to allow access to the Service. We shall send to the email address provided by you, an initial “administrator” level password, authorising use of such modules of the Software as you requested during the subscription process. As an “administrator”, you are responsible for creating additional accounts according to your requirements. You shall provide a valid email address for each individual, which shall be his or her username to be used in conjunction with the password to allow access to and use of the relevant modules of the Software and the Service. Only your employees, agents and authorised representatives who have been issued with a username and password are entitled to use the Service. Access to additional modules shall be granted by us upon your request (as the Nominated Contact). The terms of this Agreement shall automatically extend to cover any such additional users and modules. To avoid any doubt, until a password has been obtained by you the Software has not been licensed for your use. Any use made of the Software without a username and password shall be deemed unauthorised use. We shall have the right to make an additional charge or vary monthly fees accordingly to reflect the changes in use in accordance with our standard fees as set out on our website from time to time.

You may not:

All right, title and interest including but not limited to copyrights and other intellectual property rights of any nature in the Software or resulting out of the delivery of the Service are owned exclusively by us and you acquire no title or interest in the same other than the right to use the Software and receive the Service in accordance with this Agreement.

Without prejudice to the generality of Clauses 6.3 and 6.4, you agree that the Software contains valuable trade secrets and confidential information owned by us including but not limited to the functionality, appearance and content of the Software screens, the method and pattern of user interaction with the Software and the content of the Software’s documentation. The Software source code and such valuable trade secrets and confidential information are not licensed to you under this licence.

You shall be and remain responsible at all times for:

We shall provide a query answering service to you in respect of the Service and the Software by email (to help@projectmantra.com) between the hours of 9.00 am and 5.00 pm, UK time, Monday to Friday (excluding UK public holidays) in accordance with our then current support procedures as amended or updated by us from time to time. On-site support shall not be provided by us as part of the Service, but may be provided at our sole option where we deem it necessary and/or where we are unable to resolve queries remotely. We shall be entitled to charge our standard daily rates from time to time (prorated if appropriate) for any on-site support provided by us to you, and you shall pay all reasonable travel and other costs and expenses incurred by us in relation thereto. If you wish any further support, this shall be the subject of separate agreement between you and us.

We may from time to time offer training relative to the Software and/or the Service. If, at our sole option, we elect to offer such training, we shall post details on our website. Any training that we provide shall be offered on such terms as we deem appropriate.

In consideration of the provision of the Service by us, you shall pay the monthly fees as set out on our website with effect from the Commencement Date (subject always to Clause 2.3). Payment is on a per-user basis and is due monthly in arrears for the Service provided in that calendar month.

All sums given on our website and elsewhere are exclusive of Value Added Tax and other sales taxes and duties which will be payable if applicable in addition. The monthly fees specified on our website are subject to increase on notification by us to you and are effective from the beginning of the next payment period. If you do not agree to such increased fees, your sole right and remedy is to terminate your use of the Service under Clause 9.2.

Without prejudice to any other right or remedy which we may have, we shall be entitled to charge interest (both before and after judgement) on a daily basis on all sums overdue at a rate of 4% per annum above the base rate from time to time of the Bank of Scotland (or the maximum rate permitted by law) from the date such sums became due until paid in full. You will also be liable for all costs and expenses incurred by us in collecting overdue sums.

Provided always that you have paid up to date any and all sums due to us, if the Service has been wholly unavailable for a continuous period of 4 hours or more during office hours (9.00 am to 5.00 pm, UK time, Monday to Friday), you will be entitled to claim a pro rata credit based on the normal charges attributable to that period provided that we are satisfied that such unavailability has been caused by a fault within our Service and not factors outwith our control. Any such claim must be received by us within 7 calendar days of the event occurring. Claims received after this period of time will not be accepted. To avoid doubt, credits payable in any one calendar month shall not exceed the total of fees payable for that month.

We may terminate this Agreement forthwith at any time by notice with immediate effect to you, or at our option suspend your use of the Service without notice, if you:

In addition to termination under Clause 2.2, you may terminate the Agreement forthwith by notice with immediate effect to us:

Either party may terminate the Agreement forthwith by notice with immediate effect to the other if the other commits a material breach of this Agreement which is irremediable or which (in the case of a breach capable of being remedied) shall not have been remedied within 28 days of a written request to remedy the same.

No refunds will be paid for termination.

Termination of this Agreement shall not affect the accrued rights and liabilities of the parties arising in any way out of this Agreement. Clauses which due to their nature are due to be performed or observed following termination including but not limited to Clauses 6.3, 6.4, 6.5, 6.6, 8, 9, 10, 11, 13 and 14 shall survive termination of this Agreement and shall remain in force and effect.

Upon termination or expiry of this Agreement for whatever reason, any and all sums due to us by you shall become immediately due and payable. We shall retain the data you have provided to us for a period of 30 days, during which it shall be your sole responsibility to make such arrangements to extract, export, backup and/or produce hard copies of the data as you deem appropriate. Following such 30 day period, we shall be entitled to delete the data you have provided to us at any time without notice to you. Without prejudice to any other right or remedy we have at law or under this Agreement, we shall not be obliged to assist you or co-operate with you in any way unless and until all sums due by you to us are paid in full.

You will comply with all applicable laws and regulations in respect of your use of the Service including but not limited to data protection and privacy laws and regulations and shall ensure that all necessary consents have been obtained and data protection notices/fair processing information has been issued in relation to any data you wish to be stored and processed using the Service. We reserve the right to remove from our systems/records any material, content or data which we reasonably believe does not conform with the above terms or which we reasonably believe may lead to a third party claim against us (including without limitation any material that we feel is obscene and/or defamatory). You will fully and effectively indemnify us in relation to any breach of the terms of this Clause 10.

By subscribing for the Service, you consent to our retention, use and disclosure of your details and those of your employees, agents or other authorised representatives (or any other persons whose details you provide) for the purposes of delivering the Service to you, administering and/or supporting/maintaining your account and for purposes ancillary to these. Without prejudice to Clause 10, you are responsible for advising such persons about how we use information provided to us, and for procuring any necessary consents. Further details of how we use your information can be found in the privacy policy on our website.

Whilst we will use our commercial reasonable endeavours to ensure that the Service will be available to you (subject to Clause 5), and that data will be held securely and appropriately backed up, no warranties are given in this regard and we specifically do not represent or warrant that:

Without prejudice to the foregoing, we are not responsible for being blocked by ISPs, firewalls, routers and/or software, devices or equipment of a similar nature over which we have no control where this impacts on the provision of the Service.

You shall be responsible for ensuring that any and all usernames and passwords provided to you and/or your employees, agents or other authorised representatives for the purposes of accessing the Service are kept secure and disclosed only to your authorised representatives who have a need to know such usernames and passwords. Without prejudice to the foregoing, you shall ensure that the Service is not used by or on behalf of any person other than you (if you are an individual) or any of your employees, agents or other authorised representatives not authorised to do so (if you are a company or partnership or other entity). You are entirely responsible for any and all activities that occur in accessing and using the Service using passwords issued to you or your employees, agents or other authorised representatives. You shall immediately notify us of any unauthorised use of the Service using your passwords or any other breach of security but to avoid any doubt, we are not liable to you or anyone else for any loss or damage arising from your failure to comply with the above provisions or any other unauthorised use.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE AND SOFTWARE ARE PROVIDED “AS IS” WITHOUT WARRANTY AND WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS OR IMPLIED (BY STATUTE OR OTHERWISE) RELATING TO THE PERFORMANCE, QUALITY, SECURITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICE OR THE SOFTWARE OR ANY ASPECT OF IT OR OTHERWISE AND ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED AND EXCLUDED. TO AVOID ANY DOUBT THE DESCRIPTION OF THE SERVICE AND THE SOFTWARE ON OUR WEBSITE AND/OR PROMOTIONAL MATERIALS IS FOR INFORMATION PURPOSES ONLY AND SHOULD NOT BE RELIED UPON. WHILST WE BELIEVE THE INFORMATION TO BE TRUE AND ACCURATE AS AT THE DATE OF WRITING WE CAN GIVE NO ASSURANCES OR WARRANTY REGARDING THE ACCURACY, CURRENCY OR APPLICABILITY OF ANY OF THE INFORMATION IN RELATION TO SPECIFIC SITUATIONS OR PARTICULAR CIRCUMSTANCES. WE ACCEPT NO RESPONSIBILITY FOR AND EXCLUDE ALL LIABILITY FOR DAMAGE AND LOSS IN CONNECTION WITH THE USE OF OR RELIANCE ON THE INFORMATION.

YOU ALONE ARE ABLE TO DETERMINE WHETHER THE SERVICE AND THE SOFTWARE WILL MEET YOUR REQUIREMENTS AND THE ENTIRE RISK IN THAT RESPECT IS WITH YOU. WITHOUT PREJUDICE TO THE FOREGOING GENERALITY, WE EXCLUDE OUR LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW WHETHER UNDER CONTRACT, DELICT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR (1) DIRECT (2) INDIRECT (3) SPECIAL (4) INCIDENTAL OR (5) CONSEQUENTIAL DAMAGES OR LOSSES OF ANY NATURE (INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, CUSTOM, OPPORTUNITY, SUBSTITUTE PROCUREMENT, DAMAGE TO EQUIPMENT OR SYSTEMS OR LOSS OF BUSINESS OR DATA OR INACCURATE DATA OR RELATED TO IMPORT/EXPORT OF DATA) IN RELATION TO THE SERVICE AND/OR THE SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND WHETHER OR NOT THE SAME ARE FORESEEABLE. NOTWITHSTANDING THE ABOVE, IF WE SHOULD BE ADJUDGED LIABLE UNDER THIS AGREEMENT BY A COURT OF COMPETENT JURISDICTION FOR ANY REASON, SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES WHATSOEVER EXCEED THE AGGREGATE PAID BY YOU TO DATE OVER THE LAST CALENDAR YEAR OF MONTHLY CHARGES FOR THE SERVICE.

This Agreement constitutes the entire agreement between you and us relating to the use of the Service and the Software and supersedes all other agreements or understandings between us and you.

We reserve the right to change the terms of this Agreement at any time by notifying you accordingly. If you do not agree with such changes, your only remedy will be to terminate this Agreement in accordance with Clause 9.2. The terms of this Agreement existing prior to the relevant change being notified shall apply until such notice expires.

If any provision in this Agreement is deemed to be illegal or unenforceable the rest of the provisions will remain in full force and effect.

We will not be liable for any failure or delay in performing our obligations due to circumstances beyond our reasonable control.

Notices to be given by us under this Agreement will be given by email to the username of the Nominated Contact or otherwise at our discretion. Notices by you must be given in accordance with the methods we prescribe in connection with the Service.