End User License Agreement
V1.34
Effective date :
May 2023
Welcome to pro-Forms®, the smart mobile data collection &
Job Management solution for businesses of all sizes and operating across all
industry sectors.
Please read this End User License Agreement (the “Agreement”)
carefully before accessing your account on both the pro-Forms® website and
mobile device client as they form a legally binding contract between us.
The Agreement applies to the entire content of the pro-Forms® service at https://www.pro-forms.co.uk (the “Web
Service”), and the mobile device client (the “Device Client”) and
any correspondence between us.
The first time you access either or both of the Web
Service and/ or Device Client then you have been deemed to have accepted the
terms of the Agreement. If you do not accept these terms, then please do not
use the Web Service or Device Client. This Agreement is published by
ResourceTrack (UK) Limited, a private limited company registered in England
with company number 05781330 whose registered office is at 66 Fellows Lane,
Harborne, Birmingham B17 9TX, UK (the “Company” and “we”).
The company VAT number is 883319108.
By signing up for a Trial pro-Forms® Account you agree to
the Terms of this Agreement which will bind you.
If you do not agree to these Terms, please do not click
the ‘START YOUR TRIAL’ button or access and/or use our Web Service and/or
Device Client.
1. INTRODUCTION
1.1 In consideration of the
payment by you of the current monthly subscription amount as displayed at
www.pro-forms.co.uk and you agreeing to abide by these Terms, we hereby grant
you access to use the Web Service and Device Client on the terms set out in
this End User License Agreement.
1.2 By accessing any part of
the Web Service and/ or Device Client using the master username and password
you entered when subscribing to a Trial account, you shall be deemed to have
accepted the Terms in full which shall take effect immediately on your first
use of the Web Service and/ or Device Client. If you do not accept the Terms in
full, you must click the START YOUR TRIAL button or log-in using the master
username and password you set or any other End User username and/ or password
you may have added to your account.
1.3 ResourceTrack (UK) Ltd may
revise these Terms at any time by uploading a clearly marked and revised End
User License Agreement to https://www.pro-forms.co.uk
1.4 Any amendments,
modifications, enhancements or changes to the Web
Service and/ or Device Client made available by ResourceTrack (UK) Ltd from
time to time shall be subject to these Terms.
2. RIGHTS GRANTED
2.1
You are permitted to use the Web Service and/ or Device Client for your own
internal business purposes or for your own personal use on the following basis:
(a) You have provided your full legal name, a company
trading name and a valid email address, and any other information requested in
order to complete the Trial sign-up process; and
(b) if you provide or otherwise make available the Web Service and/ or Device
Client in whole or in part in any form to any person including your employees,
(“End Users”), you undertake to ensure that all End Users comply with these
Terms and acknowledge that you shall remain responsible and liable for the acts
or omissions of all End Users to the same extent as if you had carried out such
acts or omissions yourself.
2.2 Subject to the provisions of clause 2.3, all copyright and
other intellectual property rights in the Web Service and/ or Device Client and
material on the main pro-Forms® website (including without limitation
photographs and graphical images) are owned by the ResourceTrack (UK) Ltd or
its licensors. Any use of extracts from the website for any purpose is
prohibited.
2.3 All copyright and intellectual property rights in any
information uploaded by you or your employees to the website in connection with
the Web Service and/ or Device Client
shall remain vested in you, your employees or your licensors.
2.4 No part of the pro-Forms® website or Web Service and/ or Device
Client may be reproduced or stored in any other website or included in any
public or private electronic retrieval system or service without the prior
written permission of ResourceTrack (UK) Ltd.
2.5 Any rights not expressly granted in these Terms are reserved.
3. SERVICE ACCESS & TECHNICAL SUPPORT
3.1 Whilst ResourceTrack (UK) Ltd endeavours to
ensure that the website and Web Service and/ or Device Client are normally
available 24 hours a day, the Company shall not be liable if for any reason the
website or Web Service and/ or Device Client are unavailable at any time or for
any period.
3.2 Access to the website
and Web Service and/ or Device Client may be suspended temporarily and without
notice in the case of system failure, maintenance or
repair or for reasons beyond the control of ResourceTrack (UK) Ltd.
3.3 ResourceTrack
(UK) Ltd will provide technical support to then current paying subscribers to
the Web Service and/ or Device Client by telephone, email
and online support systems only. Technical support will only be provided for
bugs or errors in the Web Service and/ or Device Client that are capable of
reproduction by ResourceTrack (UK) Ltd. You agree to provide ResourceTrack (UK)
Ltd with full and accurate details of all bugs and errors encountered and
requested by ResourceTrack (UK) Ltd. You acknowledge that ResourceTrack (UK)
Ltd provides no warranty that all or any bugs or errors notified to
ResourceTrack (UK) Ltd will be corrected.
4. ACCEPTABLE CONDUCT
4.1 You are explicitly
prohibited from posting or transmitting to or from the Web Service and/ or
Device Client any material:
(a) that is threatening, defamatory, obscene, indecent,
seditious, offensive, pornographic, abusive, liable to incite gender, sexual
orientation, racial or political hatred, discriminatory, menacing, scandalous,
inflammatory, blasphemous, in breach of confidence, in breach of privacy or
which may cause annoyance or inconvenience; or
(b) for which you have not obtained all necessary licences, consents and/or
approvals; or
(c) which constitutes or encourages conduct that would be considered a criminal
offence, give rise to civil liability, or otherwise be contrary to the law of
or infringe the rights of any third party, in any country in the world; or
(d) which is technically harmful (including, without limitation, computer
viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data
or other malicious software or harmful data).
4.2 You may not use the Web Service and/ or Device Client :
(a) in any way that breaches any applicable local, national or international
law or regulation;
(b) in any way that is unlawful or fraudulent, or has any unlawful or
fraudulent purpose or effect;
(c) for the purpose of harming or attempting to harm minors in any way; or
(d) to transmit, or procure the sending of, any unsolicited or unauthorised advertising
or promotional material or any other form of similar solicitation (spam).
4.3 ResourceTrack (UK) Ltd shall fully co-operate with any law
enforcement authorities or court order requesting or directing ResourceTrack
(UK) Ltd to disclose the identity or locate anyone posting any material in
breach of clause 4.1 or 4.2.
5. SUBSCRIBING & PAYMENT
5.1 Each
Work Group is for use by either a single legal entity (e.g.
a registered company or Limited Liability Partnership) or an individual user.
You may provide End Users with access to your Work Group by adding a user
account for each unique user via your Work Group administration options.
ResourceTrack (UK) Ltd does not permit nor authorise you to share usernames and
passwords you have entered for any User account within the system with any
other person or persons either employed by your own or any other organisation.
5.2 Responsibility for
the security of any usernames and passwords added to the system rests with you.
In the event that we have reason to believe that
account sharing is taking place, we reserve the right to either suspend access
to your Work Group in entirety or to change the password of the user account in
question until the issue is satisfactorily resolved.
5.3 If
subscribing to either ‘WORK MANAGER’ or ‘ENTERPRISE MANAGER’ Plans you agree to
set up and maintain within your Work Group (including archiving when no longer
required) ‘Mobile User’ type accounts that will access the system using the mobile
device client (mobile app). You will be charged for each Mobile User account that
exists within your Work Group as at the 19th day of each month. You
will not be charged for any End User accounts that have been given access to
the Web Service only (‘Web User’ account types). The subscription rates per
unique Mobile User account type are published on our website. We may vary these
rates from time to time and you will be notified by email of any such changes
to the email address you have supplied to us as your ‘Accounts contact’.
5.4 You will be invoiced monthly, in advance on or around the 19th
day of each calendar month. Payments are non-refundable, and no refunds or
credits will be given for any partial use within any month. Your first invoice
will be sent by email and will become due within 30 days of the date of the
invoice. If the full amount is not settled within the 30 days credit period we reserve the right to require that a Direct Debit
be set up for all future payments that are due during your subscription. You
can check the current Plan rates at https://www.pro-forms.co.uk
5.5 If subscribing to any of the Online Forms Plans (Business, Teams
or Ultimate) you will be invoiced monthly on or around the 19th day of the month after you have
subscribed to the system. Your first invoice will be sent by email and will
become due within 30 days of the date of the invoice. If the full amount is not
settled within the 30 days credit period we reserve
the right to require that a Direct Debit be set up for all future payments that
are due during your subscription. You can check the current rates at https://www.pro-forms.co.uk
5.6 The subscription rates are exclusive of all taxes, charges,
levies, assessments and other fees of any kind imposed on your use of the
Service and shall be the responsibility of, and payable by, you. If your place
of business is within the EU (excluding the UK) and you provide us with a valid
VAT registration number then we will not charge you
VAT. In all other circumstances if you reside or have your place of business
within the EU then we will add UK VAT to the subscription rate for which you
will be invoiced.
5.7 We reserve the right to suspend your Work Group immediately if
you fail to provide us with billing details that enable us to invoice the full
amount of any outstanding subscriptions and charges within 30 days of the due
date. We will provide prior notice of our intention to suspend access to your
Work Group by displaying a clear notice shown at the bottom of the screen after
log-in to your Work Group . If no payment is made to
clear the full amount of any outstanding subscriptions and charges within a
further 30 days your Work Group and all associated data will be deleted and the
agreement between us set out in these Terms shall be automatically terminated
as per Clause 8 of this Agreement.
5.8 In the situation where you have subscribed to either a ‘WORK
MANAGER’ or ‘ENTERPRISE MANAGER’ Plan and all paid for user accounts have been
archived by you, then we reserve the right to suspend access to the Work Group
for all remaining Web User account types until at least 1 (one) paid for user
account has been unarchived. Billing for the 1 (one) reactivated user will
continue until the conclusion of any termination notice given by you in
accordance with Clause 8.
6. DISCLAIMER
6.1 While
ResourceTrack (UK) Ltd endeavours to ensure that the information provided on
the website and the information provided in connection with the Service is
correct, ResourceTrack (UK) Ltd does not warrant the accuracy and completeness
of such material. ResourceTrack (UK) Ltd may make changes to the material on the
website or to the Service, or to the products and prices described on the
website, at any time without notice. The material on the website may be out of
date, and ResourceTrack (UK) Ltd makes no commitment to update such material.
6.2 The
material on the website and the Service is provided "as is", without
any conditions, warranties or other terms of any kind.
Accordingly, to the maximum extent permitted by law, ResourceTrack (UK) Ltd
provides you with access to the website and the Service on the basis that
ResourceTrack (UK) Ltd excludes all representations, warranties, conditions and
other terms (including, without limitation, the conditions implied by law of
satisfactory quality, fitness for purpose and the use of reasonable care and
skill) which, but for this legal notice, might have effect in relation to the
website or the Service.
6.3 You acknowledge that:
(a) the Service has not been developed to meet your individual requirements,
and that it is therefore your responsibility to ensure that the facilities and
functions of the Service as described on the website meet your requirements;
(b) it is not possible to test the Service in advance in every possible
operating combination and environment; and
(c) it is not possible to produce a Service known to be error free in all
circumstances.
7. LIABILITY
7.1 ResourceTrack
(UK) Ltd, any other party (whether or not involved in creating, producing,
maintaining or delivering the website or Service), and any of ResourceTrack
(UK) Ltd.’s officers, directors, employees, shareholders or agents of any of
them, exclude all liability and responsibility for any amount or kind of loss
or damage that may result to you or a third party (including without
limitation, any direct, indirect, punitive or consequential loss or damages, or
any loss of income, profits, goodwill, data, contracts, use of money, or loss
or damages arising from or connected in any way to business interruption, and
whether in tort (including without limitation negligence), contract or
otherwise) in connection with the website or Service in any way or in
connection with the use, inability to use or the results of use of the website
or Service, any websites linked to the website or the material on such
websites, including but not limited to loss or damage due to viruses that may
infect your computer equipment, software, data or other property on account of
your access to, use of, or browsing the website or Service or your downloading
of any material from the website, the Service or any websites linked to the
website or Service.
7.2 Nothing in this legal notice shall exclude or limit
ResourceTrack (UK) Ltd.'s liability for:
(a) death or personal injury caused by negligence (as such term is defined by
the Unfair Contract Terms Act 1977; or
(b) fraud; or
(c) misrepresentation as to a fundamental matter; or
(d) any liability which cannot be excluded or limited under applicable law.
7.3 If your use of material on the website or the Service results
in the need for servicing, repair or correction of equipment, software or data,
you assume all costs thereof.
7.4 Subject to clauses 7.1 and 7.2, ResourceTrack (UK) Ltd.’s
maximum aggregate liability under or in connection with these Terms, or any
collateral contract, whether in contract, tort (including negligence) or otherwise
(a “Claim”), shall be limited to a sum equal to the aggregate amount which you
are obliged to pay ResourceTrack (UK) Ltd in the six (6) month period
immediately prior to the period giving rise to such Claim.
7.5 In
the event that the data processing queue managing outbound trigger events (e.g.
out bound emails, data transfers to 3rd party cloud storage
solutions and other available trigger methods) initiated as a result of
incoming form submissions either fails or stops running for a period of time
but access to received form data is still possible via the browser-based Work
Group, ResourceTrack (UK) Ltd will not be held liable for any direct or
indirect loss or costs incurred and no compensation will be due.
8. TERMINATION
8.1 ResourceTrack (UK)
Ltd may terminate this Agreement immediately by written notice and sent by
email to you if:
(a) you commit a material
or persistent breach of these Terms which you fail to remedy (if remediable)
within 30 days after the service of written notice requiring you to do so; or
(b) a petition for a bankruptcy order to be made against you has been presented
to the court; or (c) you (being a company)
becomes insolvent or unable to pay its debts (within the meaning of section 123
of the Insolvency Act 1986), enters into liquidation, whether voluntary or
compulsory (other than for reasons of bona fide amalgamation or
reconstruction), passes a resolution for its winding-up, has a receiver or
administrator manager, trustee, liquidator or similar officer appointed over
the whole or any part of its assets, makes any composition or arrangement with
its creditors or takes or suffers any similar action in consequence of its
debt, unable to pay your debts (within the meaning of section 123 of the
Insolvency Act 1986).
8.2 You may terminate this Agreement at any time by emailing us at contact@resourcetrack.co.uk informing us of the last day you require access to the
Service. The notice period must be not less than 30 days prior to the last day
required to access the Service.
8.3 Upon termination by ResourceTrack (UK) Ltd for any reason or on
expiry of a notice period given under Clause 8.2 :
(a) all rights granted to you under these Terms shall cease;
(b) you must cease all activities authorised by these Terms;
(c) you must immediately pay to ResourceTrack (UK) Ltd any sums due to
ResourceTrack (UK) Ltd under these Terms;
(d) you will not be entitled to any refund or credit in respect of any fee paid
by you in advance for any cancelled Service; and
(e) ResourceTrack (UK) Ltd will no later than 14 days of the last day of access
and without further notice delete or remove any content, data or other
information submitted by you or your Invitees to the Service.
9. TRANSFER OF RIGHTS AND
OBLIGATIONS
9.1 These Terms are
binding on you and us, and on our respective successors and assigns.
9.2 You
may not transfer, assign, charge or otherwise dispose of these Terms or any of
your rights or obligations arising hereunder, without our prior written
consent.
9.3 We
may transfer, assign, charge, sub-contract or otherwise dispose of these Terms,
or any of our rights or obligations arising hereunder, at any time.
10. NOTICES
10.1 All
notices given by you to us must be given to ResourceTrack (UK) Ltd by email to contact@resourcetrack.co.uk
or in writing to 326 High Street, Harborne, Birmingham B17 9PU. We may give
notice to you at either the email or postal address you provided to us when
registering. Notice will be deemed received and properly served 24 hours after
an email is received or sent, or three days after the date of posting of any
letter. In proving the service of any notice, it will be sufficient to prove,
in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email,
that such email was sent to the specified email address of the addressee.
11. EVENTS OUTSIDE OUR CONTROL
11.1 We will not be liable
or responsible for any failure to perform, or delay in performance of, any of
our obligations hereunder that is caused by events outside our reasonable
control (a “Force Majeure Event”).
11.2 A Force Majeure Event
includes any act, event, non-happening, omission or
accident beyond our reasonable control and includes in particular (without
limitation) the following:
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist
attack, war (whether declared or not) or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other
natural disaster;
(d) impossibility of the use of public or private telecommunications networks;
(e) the acts, decrees, legislation, regulations or restrictions of any
government.
12. WAIVER
12.1 If we fail, at any
time to insist upon strict performance of any of your obligations under these
Terms, or if we fail to exercise any of the rights or remedies to which we are
entitled hereunder, this shall not constitute a waiver of such rights or
remedies and shall not relieve you from compliance with such obligations.
12.2 A waiver by us of any
default shall not constitute a waiver of any subsequent default.
12.3 No
waiver by us of any of these Terms and conditions shall be effective unless it
is expressly stated to be a waiver and is communicated to you in writing.
13. SEVERABILITY
13.1 If any of these Terms
are determined by any competent authority to be invalid, unlawful
or unenforceable to any extent, such term, condition or provision will to that
extent be severed from the remaining terms, conditions and provisions which
will continue to be valid to the fullest extent permitted by law.
14. ENTIRE AGREEMENT
14.1 These
Terms and any document expressly referred to in it represents the entire
agreement between us in relation to the use of the website and the provision of
the Services and supersedes any prior agreement, understanding or arrangement
between us, whether oral or in writing.
14.2 We
each acknowledge that, in entering into these Terms,
neither of us has relied on any representation, undertaking or promise given by
the other or be implied from anything said or written in negotiations between
us prior to entering into these Terms except as expressly stated herein.
14.3 Neither
of us shall have any remedy in respect of any untrue statement made by the
other, whether orally or in writing, prior to the date we entered
into these Terms (unless such untrue statement was made fraudulently)
and the other party's only remedy shall be for breach of contract as provided
in these Terms.
15. GOVERNING LAW AND JURISDICTION
15.1 This
legal notice shall be governed by and construed in accordance with English law.
Disputes arising in connection with this legal notice shall be subject to the
exclusive jurisdiction of the English Courts.
PRIVACY POLICY
This privacy policy sets
out how “ResourceTrack (UK) Limited” uses and protects any information that you
give “ResourceTrack (UK) Limited” when you use this website.
“ResourceTrack (UK)
Limited” is committed to ensuring that your privacy is protected. Should we ask
you to provide certain information by which you can be identified when using
this website, then you can be assured that it will only be used in accordance
with this privacy statement.
“ResourceTrack (UK)
Limited” may change this policy from time to time by updating this page. You
should check this page from time to time to ensure that you are happy with any
changes. This policy is effective from 1st February 2016.
What we collect
We may collect the
following information:
• name and job title.
• contact information
including email address.
• demographic information
such as post code, preferences and interests.
• other information
relevant to customer surveys and/or offers.
What we do with the
information we gather
We require this information
to understand your needs and provide you with a better service, and in particular for the following reasons:
• Internal record keeping.
• We may use the
information to improve our products and services.
• We may periodically send
promotional email about new products, special offers or other information which
we think you may find interesting using the email address which you have
provided.
• From time to time, we may
also use your information to contact you for market research purposes. We may
contact you by email, phone, fax or mail.
• We may use the
information to customise the website according to your interests.
Security
We
are committed to ensuring that your information is secure. In order to prevent
unauthorised access or disclosure we have put in place suitable technical and
organisational measures against the accidental, unauthorised or unlawful
processing, destruction, loss, damage or disclosure of your data and adequate
security programs and procedures to ensure that unauthorised persons do not
have access to any equipment used to process such data or on which any such
data is stored.
All data held in system
databases is backed up daily within the
server data centre and a copy taken and held off site. Physical security is
paramount and the ResourceTrack (UK) Ltd offices are security controlled by use
of key fob entry and with communal areas and staff office areas monitored by
CCTV.
The pro-Forms® mobile app uses AES 128-bit encryption as
standard. Where a Customer specifies the movement of
data via FTP a standard option of SFTP (secure FTP) is available. The
browser-based element of the system utilises 256-bit SSL encryption with all
data being moved between server and mobile device being encrypted.
Links to other websites
Our website may contain links to enable you to visit
other websites of interest easily. However, once you have used these links to
leave our site, you should note that we do not have any control over that other
website. Therefore, we cannot be responsible for the protection and privacy of
any information which you provide whilst visiting such sites and such sites are
not governed by this privacy statement. You should exercise caution and look at
the privacy statement applicable to the website in question.
Controlling personal
information
You may choose to restrict
the collection or use of your personal information in the following ways:
• whenever you are asked to
fill in a form on the website, look for the box that you can click to indicate
that you do not want the information to be used by anybody for direct marketing
purposes.
• if you have previously
agreed to us using your personal information for direct marketing purposes, you
may change your mind at any time by writing to or emailing us at
contact@resourcetrack.co.uk This e-mail address is being protected from
spambots. You need JavaScript enabled to view it.
We will not sell, distribute or
lease your personal information to third parties unless we have your written
permission or are required by law to do so. We may use your personal
information to send you promotional information about third parties which we
think you may find interesting if you tell us that you wish this to happen.
IP addresses
We may collect information
about your computer (or mobile device), including where available your IP
address, Operating System type, for system administration or for our own
commercial purposes. This is statistical data about our users’ browsing actions
and patterns.
How we use cookies
A cookie is a small file
which asks permission to be placed on your computer's hard drive. Once you
agree, the file is added and the cookie helps analyse
web traffic or lets you know when you visit a particular site. Cookies allow
web applications to respond to you as an individual. The web application can
tailor its operations to your needs, likes and dislikes by gathering and
remembering information about your preferences.
We use traffic log cookies
to identify which pages are being used. This helps us analyse data about web
page traffic and improve our website in order to
tailor it to customer needs. We only use this information for statistical
analysis purposes and then the data is removed from the system. Overall,
cookies help us provide you with a better website, by enabling us to monitor
which pages you find useful and which you do not. A cookie in no way gives us
access to your computer or any information about you, other than the data you
choose to share with us.
You can choose to accept or
decline cookies. Most web browsers automatically accept cookies, but you can
usually modify your browser setting to decline cookies if you prefer. This may
prevent you from taking full advantage of the website.
You may request details of personal information which we hold about you under
the Data Protection Act 2018. A small fee may be payable. If you would like a
copy of the information held on you please write to :
ResourceTrack (UK) Limited
326 High Street
Harborne
Birmingham
B17 9PU
If you believe that any information
we are holding on you is incorrect or incomplete, please write to or email us
as soon as possible, at the above address. We will promptly correct any
information found to be incorrect.