To use the Service Users must Accept these Terms which should be read carefully prior to using the Service. These Terms represent a binding contract between the Company and the User. If the User does not wish to be bound by these Terms the User should not Accept these Terms. PLEASE NOTE THAT CLAUSE 11 OF THESE TERMS INCLUDES AN EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY. CLICK HERE TO GO DIRECTLY TO THIS CLAUSE.
2.1. In this Agreement the following terms shall unless the context otherwise requires have (whether with or without the definite article) the following meanings:
(i) to register to use the Service by means of the registration screen; or
(ii) to use the Service;
and thereby to consent to be bound by these Terms;
||means e-Griffin Consulting Limited a company incorporated in England and Wales registration number 04512151 whose registered office is at 1 Spaldwick Road, Stow Longa, Huntingdon, Cambridgeshire PE28 0TL;
||means information, software, photographs, video, graphics, music, sound and other material that appears on the Website or are made available through the Service;
|"Intellectual Property Rights"
||means throughout the world all copyrights, database rights, trade marks, trade names, patents and other intellectual property or industrial property rights created, developed and subsisting;
||means a page of the Website;
||means potentially destructive contaminating or harmful programmes or components such as, but not limited to, worms, trojan horses and viruses;
||means the server used by the Company to host the Website;
||means the Construction Cost
provided by the Company by means of the Website;
||means the terms and conditions of this Agreement;
||means the fee for the licence to use the Service provided under these Terms as advertised on the Website;
||means the individual, business (including any sole trader, partnership, limited company or other organisation or person) that has registered (either itself or by means of a duly authorised officer, agent or other representative) with the Company by means of the registration screen on the Website or that uses the Service;
||means the User's own computer equipment, telecommunications dial-up connection, software, any telecommunication services and communications lines (including any public lines) required by the User properly to access and use the Service; and
||means the website with URL http://www.e-griffin.com or such other URL or URLs as the Company may in its sole discretion from time to time decide by means of which the Company may provide the Service.
2.2. Reference to any statute or statutory provision includes a reference to:
that statute or statutory provision as from time to time amended, extended, re-enacted or consolidated; and
all statutory instruments or orders made pursuant to it.
Words denoting the singular number only shall include the plural and vice versa. Words denoting any gender shall denote all genders and words denoting persons shall include firms and corporations and vice versa.
Unless the context otherwise requires reference to any clause, sub-clause or schedule is to a clause, sub-clause or schedule (as the case may be) of or to this Agreement.
The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of this Agreement.
3. Commencement of Agreement
3.1. This Agreement shall be effective from the time that the User first Accepts these Terms and shall remain in force until or unless terminated under these Terms.
4. Terms Applicable
4.1. In consideration for the Company providing all or part of the Service the User agrees to be bound by these Terms.
4.2. The Company may vary these Terms at any time, such variations shall become effective immediately upon the posting of the modified Terms on the Website or notification to the User. By continuing to use the Service following any such variation the User shall be deemed to accept such variation.
5.1. The Company grants the User to the Service a non-exclusive non-transferable licence to use the Service for one single use in consideration for the Usage Fee.
6. Usage Fee
6.1. The User agrees to pay the Usage Fee. For the avoidance of doubt, the User agrees to pay the Usage Fee for each single use of the Service.
7. Use of the Service by the User
7.1. The User shall be responsible for obtaining and maintaining the User's Equipment. The Company has no responsibility or liability with respect to the User's Equipment.
7.2. The User shall ensure at all times that its use of any part of the Service, including connection of the User's Equipment to the Server, is in accordance with all applicable data protection and other laws, licences, codes of practice and regulations.
7.3. The Service shall only be used by the User or a duly authorised officer, agent or other representative of the User. The User may not sell on or sublet either the whole or part of the Service.
7.4. The User shall not permit anyone else to copy, store, modify, transmit, distribute, broadcast any part of the Content except where it is necessary to do so to enable the User to receive the Service in accordance with these Terms.
7.5. In order to access the Service the User is required to use a unique password ("Password"). The User may only disclose its Password to its duly authorised officers, agents or other representatives. The User is responsible for the security and proper use of its Password and shall take all necessary steps to ensure that the Password is kept confidential, used properly and not disclosed to unauthorised persons.
7.6. The Company at its sole discretion reserves the right to:
(a) refuse to accept a User's registration; or
(b) limit a User's access to the whole or any part of the Service.
7.7. The Company shall be entitled to suspend at its sole discretion the whole or any part of the Service for any reason whatsoever. In such situations, the Company shall seek to, but shall not be obliged to, give the User as much notice as is reasonably practicable. For the avoidance of doubt, the Company shall not be liable to the User for any loss whatsoever arising from such a suspension.
7.8. The Company shall be entitled to vary the technical specification of the Service and the Website from time to time.
7.9. The User acknowledges that despite the Company taking reasonable precautions it is still possible that PDPs may be transmitted from the Server or a server belonging to any third party to the User's Equipment. The User therefore accepts that is shall have full responsibility for protecting the User's Equipment from PDPs and the Company shall have no responsibility for ensuring that content downloaded from the Website is free of PDPs.
8. Intellectual Property
8.1. All rights in the design, text, graphics, music, photographs, sound, video and other material on the Website and the selection or arrangement thereof are the copyright of the Company or other third parties.
8.2. Permission is granted to copy electronically and print in hard card copy Pages relating to the form input screens, the final results output calculated by the Service and Pages in connection with payment of the Usage Fee. Any other use of materials on the Website (including reproduction for purposes other than those noted above and alteration, modification, distribution or republication) without the Company's prior written permission is strictly prohibited.
8.3. The Service is provided by the Company subject to the condition that there will be no abuse or fraudulent use thereof. Abuse and fraudulent use of the Service shall include (without limitation):
8.3.1. obtaining or attempting to obtain, the Service by re-arranging, tampering with, or making connection with any facilities of the Company, or by any trick, scheme, false representation or by or through any other fraudulent means or devices whatsoever in whole or in part;
8.3.2. attempting to, or actually obtaining, accessing, altering or destroying any one or more from the data files, programs, procedures and information of the Company or of another user of the Service;
8.3.3. assisting another to perform the acts prohibited in 8.3.1 and 8.3.2 above;
8.3.4. using the Service in such a manner as to interfere unreasonably with the use of the Service by any other User or authorised person; and
8.3.5. use of the Service by any person unless they are a duly authorised officer, agent or other representative of the User.
8.4. The Company has used all its reasonable endeavours to ensure that the Service provided is secure however the Company does not warrant or represent that either this is the case or that the internet (which by its very nature is insecure) is secure.
9. User's Warranties and Representations
9.1. The User represents and warrants to the Company that its use of the Service shall:
9.1.1. not be in breach of any contractual, statutory (including but not limited to infringement of Intellectual Property Rights, data protection, defamation, theft, fraud, drug-trafficking, money-laundering and terrorism statutes) or common law rights of any third party;
9.1.2. not be threatening, fraudulent, abusive, harassing, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, indecent, or otherwise objectionable or inappropriate as determined by the Company at its sole discretion; and
9.1.3. not cause any PDPs to be transmitted to the Server.
9.2. The User represents and warrants that all the information that it supplies to the Company shall be accurate, complete and true in all respects and the User agrees that it shall notify the Company immediately of any changes to such information or if such information becomes out of date.
10. Data Protection
10.1. When the User registers with the Company to use the Service the User provides information by means of registration screens on the Website and as the User uses the Service the Company shall collect further information ("Information") from the User.
11. Exclusion of Warranties/Limitation of Liability
11.1. Where the User accesses the Service by means of the internet, the Company will use its reasonable endeavours to ensure that the Service is accessible at all times via the internet but the Company does not warrant or represent that it can do so since neither the Company nor any other party has any control over the internet, which is a global decentralised network of computer systems. The Service will not be continually free from error or interruption and may be variable.
11.2. The Service is provided "as is" without any warranty of any kind either express or implied including but not limited to the implied warranties of satisfactory quality, merchantability, fitness for a particular purpose, title and non-infringement of Intellectual Property Rights.
11.3. Neither the Company nor any of its directors, employees or other representatives will be liable for loss or damage arising out of or in connection with the use of the Service. This is a comprehensive limitation of liability that applies to damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties, and whether arising from negligence, breach of contract, statutory duty or otherwise.
11.4. The User acknowledges that any data transmitted to the Company or the Server electronically via the internet, an intranet or another private network including without limit the Website may be intercepted by third parties and unlawfully exploited. The User accordingly accepts that the Company has no responsibility in respect of the acts of the said third parties.
11.5. In the event that the Company incurs any liability whatsoever to the User such liability shall in all cases be limited to an amount equivalent to the Usage Fee paid for the Service.
11.6. The Company is not responsible in contract or in tort for the unauthorised access to, or alteration, theft or destruction of e-mails, files, programs, or information of the User by any person through accident or by fraudulent means or devices, even if such access occurs as a result of the Company's own negligence.
11.7. Notwithstanding the foregoing, none of the exclusions or limitation in this clause 11 are intended to limit any rights the User may have as a consumer under local law or statutory rights which may not be excluded nor in any way to exclude or limit the Company's liability to the User for death or personal injury resulting from the Company's negligence or that of the Company's employees or agents.
11.8. The results from use of the Service are intended to be indicative only. The User must take advice from an appropriately qualified professional advisor (for example the full quantity surveying practice offered by the Company) as to building costs if the User requires cost information on which to proceed with a project or for comparison or analysis and any additional waiver, qualification or exclusions issued as part of the results or as indicated on the Website shall form additional terms to these Terms, where not inconsistent with these Terms. The parties hereby acknowledge and agree that the limitations contained in this clause 11 are reasonable in light of all the circumstances.
12.1. The User undertakes fully and effectively to indemnify and keep indemnified at all times the Company against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, suffered, incurred or paid by the Company directly or indirectly in respect of:
12.1.1. access to and/or use of the Service by the User;
12.1.2. any information, data or material produced, transmitted or downloaded by the User;
12.1.3. any breach by the User of any of the Terms of any law, code or regulation relating thereto, to the internet or the User.
13. Links to Other Sites
13.1. Certain links, including hypertext links, in the Website will take the User outside the Website. Links are provided for the User's convenience and inclusion of any link does not imply endorsement or approval by the Company of the linked site, its operator or its content. The Company is not responsible for the content of any website outside the Website.
14. Force Majeure
14.1. The Company shall not be responsible for any delay in, or failure of, the Service or the internet due to any occurrence commonly known as force majeure, including war, riots, embargoes, terrorism, strikes, or other concerted acts of workmen (whether of the Company or others) casualties or accidents, or any other causes, circumstances, or contingencies beyond the Company's control, which prevent or hinder the performance of the Company of any of its obligations hereunder.
15.1. Either party may terminate this Agreement immediately by notifying the other that this Agreement is terminated.
16.1. Failure or neglect by the Company to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of the Company's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice the Company's rights to take subsequent action.
17.1. Neither this Agreement nor the benefit of the Service may be assigned or transferred by the User whether voluntarily or involuntarily or by operation of law, in whole or in part, to any party without the prior written consent of the Company, and the Company reserves the right to charge for any time or costs incurred by its staff in so doing. No such assignment by the User howsoever occurring shall relieve the User of its obligations hereunder.
17.2. The Company is fully entitled to assign or transfer this Agreement or the benefit of the Service at any time.
18.1 Any notice required or permitted under the terms of this Agreement or required by statute, law or regulation shall (unless otherwise provided) be in writing and shall be delivered in person, or sent by registered mail or air mail as appropriate, properly posted and fully prepaid in an envelope properly addressed to the Company as follows:
e-Griffin Consulting Limited, 1 Spaldwick Road, Stow Longa, Huntingdon, Cambridgeshire PE28 0TL.
or to such other address as may from time be designated by notice set out on the Website or otherwise notified to the User. The Company may at its sole discretion notify Users of any matter by displaying a message on the Website.
Any such notice shall be in the English language and shall be considered to be received within seven (7) working days after it was sent in the manner hereinbefore provided.
19.1. If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair:
19.1.1. The legality, validity or enforceability in that jurisdiction of any other provision of this Agreement or;
19.1.2. The legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.
20.1. This Agreement supersedes any arrangements, understanding, promises or agreements made or existing between the parties hereto prior to this Agreement in respect of the Service and constitutes the entire understanding between the parties hereto regarding the same. Except as otherwise provided herein, no addition, amendment to or modification of this Agreement shall be effective unless it is in writing and signed by and on behalf of both parties.
21.1. This Agreement shall be governed and construed in accordance with English Law and parties hereby submit themselves to the exclusive jurisdiction of the English Courts.
22. Third Parties
22.1. Nothing in this Agreement confers or purports to confer on any third party any benefit of any right to enforce any of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
Version: 10 September 2003