• Access to real time business information
• Web-enabled business processes
• Browser-based interface
• Remotely hosted with support
• A modular and integrated solution

Terms and Conditions for PeoplePointLite

These terms and conditions are between the client (Client) and Connect Internet Solutions Limited (a company registered in England, Registration number 04424350, VAT registration number: 758 2838 85), of (address and registered office) Faraday House, Liverpool Digital, Edge Lane, Liverpool L7 9NJ (Connect), for use of PeoplePointLite services.

1. Definitions

Agreement means these terms and conditions.

Charges means the charges for the provision of the PeoplePointLite service

Commencement Date means the date that the Client registered for PeoplePointLite Contract Term means the duration of the PeoplePointLite service up to the Expiry Date

Materials means any information, data, documents, software, links to information, websites or other information which the Client uploads, includes, introduces to the PeoplePointLite services

Expiry Date means the date up to which the Client has purchased the Service

Extension means any extension to the duration of the Services as a result of the Client purchasing further continuing use of the Service

Services means the PeoplePointLite web-based services

Location means Connect’s premises or such other premises that Connect may use to carry out the service 2

2. Formation of contract

All Services provided by Connect are subject to these terms and conditions to the exclusion of any other terms and conditions contained or referred to in any communication by the Client. This Agreement shall contain the sole terms and conditions of the provision of the Services..

3. Duration

This Agreement shall commence on the Commencement Date and shall continue in full force and effect unless and until the Expiry Date. The Client may purchase an Extension to the Services which will redefine the Expiry Date.

4. PeoplePointLite Services

4.1 Connect shall provide the Services over the Internet as a web-based service in accordance with the service description available from the PeoplePointLite website at that time However, Connect do not warrant that the Services will be continuously available.

4.2 The Client indemnifies and agrees to hold harmless Connect against all actions, proceedings, claims, demands, damages, costs (including legal costs) and losses suffered or incurred by Connect directly or indirectly as a result of any content of or transaction via the PeoplePointLite service, any links to third party websites or as a result of the content of any Materials or data updates provided by the Client/.

4.3 The Client may only use the Services for their own internal business purposes and for the number of users for which the Services were purchased. If the Client wishes to use the Services in any alternative or additional manner they need to request such changes from Connect and comply with any additional terms and/or pay any additional charges.

4.4 The Client acknowledges that Connect do not monitor or control the Materials or contents of emails, messages, bulletin boards, or other items located or transmitted via the Services.

4.5 Connect reserves the right but does not assume the obligation to inspect the Materials and the content and material of files, e-mails and postings to ascertain compliance with these terms or any laws, regulations or codes applicable to these terms. In the event of any breach or suspected breach of this clause 4 and/or clause 5 Connect will be entitled to suspend and/or terminate the Services..

4.6 In the event the Services interfere in any way with any other services that Connect operate Connect will be entitled to suspend and/or terminate any or all of the Services and/or the Agreement. The suspension or termination of the Services and/or the Agreement shall be without prejudice to any other rights either party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party.

5. Client’s obligations

5.1 Supply Connect with accurate contact information during the registration process.

5.2 During the continuance of the Agreement the Client shall:

(a) upon reasonable request from Connect co-operate with Connect's personnel in the diagnosis of any error or defect in the Services; and

(b) upon reasonable request from Connect make available to Connect's personnel free of charge all necessary information and assistance reasonably required by Connect's personnel to enable Connect to perform the Services; and

(c) not use the Services to receive, store, transmit, allow access to otherwise communicate, or reproduce any material including images which in the reasonable opinion of Connect are or are likely to be illegal, unlawful, or in breach of applicable regulations or any recognised industry standards and/or codes of conduct. Such materials including images will be by way of illustration and not by way of limitation, the following types of material:

(i) offensive, abusive, indecent, obscene, pornographic, defamatory, menacing or violent;
(ii) the publication of which would be in breach of confidence and/or privacy;
(iii) its publication would be an infringement of copyright, trade marks or any other intellectual property rights of any person.

(d) not create and/or introduce into the Services any virus, or other destructive or contaminating programme;

(e) use an up-to-date virus scanning programme on all materials downloaded through the Services.

6. Future Changes of Terms and Conditions

6.1 Connect has the right to vary the Terms and Conditions from time to time. Use of the PeoplePointLite system after a change of Terms and Conditions will constitute acceptance of the new Terms and Conditions..

7. Domain Names

7.1 In the event the Services include registration of domain name(s) the Client authorises Connect to act as agent with the appropriate registration authorities under their Terms and Conditions

8. Payment

8.1 The Client shall pay the Charges in advance at the rates as are set out on the PeoplePointLite website at that time. The Charges shall be payable by the Client in advance in pounds sterling by credit or debit card and are non-refundable.

8.2 All charges payable under this Agreement are exclusive of Value Added Tax which shall be paid by the Client in addition in accordance with the prevailing legislation at the tax point date.

8.3 If any element of the Charges payable under this Agreement is not paid by the Client within 7 days after the due date, Connect shall be entitled (without prejudice to any of its other rights) to charge interest at 4% above the base rate from time to time of Barclays Bank plc from the date of such notice until payment is made such interest accruing from day to day and being payable after as well as before any judgement.

8.4 Connect may suspend (without prejudice to its other rights and remedies) its performance of the Services whilst any monies due for payment are outstanding.

9. Warranties and indemnity

9.1 Connect warrants that the Services shall be provided using reasonable care and skill and in compliance with all applicable laws, enactments, orders, regulations and other similar instruments in force from time to time.

9.2 Connect will use reasonable endeavours to make the Services available continuously but Connect do not warrant or represent that it can do so since neither Connect nor any other party has any control over the Internet. Connect will not be liable for its failure to continuously provide such Services..

9.3 The Client must accept the Services "as is" and "as available".

10. Limitation of liability

10.1 Connect is not liable and will not be liable under any circumstances, for any loss of profit; loss of use; loss of data; loss of revenue; any indirect, incidental, special, punitive or consequential loss or damages which the Client may incur as a result or in connection with this Agreement whether caused by Connect's negligence, breach of contract or however caused nothwithstanding that such loss was forseeable at the date of this Agreement.

10.2 Nothing in the Agreement shall exclude any liability for fraud or any death or physical injury to persons arising from negligence of its employees, sub-contractors and agents.

10.3 Except where liability arises under clause 9.2 and subject to clause 9.1, Connect's entire liability for any claim made in respect of or in connection with the Agreement, whether in contract, tort (including negligence), or under statute and howsoever and whenever arising, will not in any Contract Term exceed the total of all Charges payable or paid in that Contract Term.

11. Termination

11.1 Each party may at any time by notice in writing terminate the Agreement as from the date of service of such notice if:

(a) the other party passes a resolution, or the Court makes an order that such other party be wound up otherwise than for the purposes of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of such other party, or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purposes of a bona fide reconstruction or amalgamation to make a winding up order, or such other party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or any similar events occurs under the laws of any other jurisdiction; or

(b) the other party is in material breach of the Agreement provided such breach (where capable of remedy) has not been remedied within thirty (30) days of written notice to such other party specifying the breach and requiring its remedy.

11.2 Connect may terminate this Agreement if the Client is subject to a change in control (as defined in section 416 Income and Corporation Taxes Act 1988).

11.3 Each party may terminate the Agreement in its sole discretion by giving the other 30 days written notice

11.4 The Client is not entitled to a refund of any Charges already paid.

12. Effect of termination

On the expiration or termination of this Agreement howsoever caused:

(a) all rights and obligations of the parties under this Agreement shall automatically terminate except for such rights of action as shall have accrued prior thereto any obligations which expressly or by implication are intended to come into or continue in force on or after such expiration or termination

(b) the Client shall pay Connect for all unpaid Charges and reimburse expenses accrued up to the date or expiration or termination

13. Confidentiality

13.1 Subject to clauses 13.2 and 13.3 and save as otherwise expressly provided in this Agreement, neither party hereto shall during the life of this Agreement or thereafter disclose to any person or use for any purpose any information of a confidential nature obtained by it (Recipient Party) from the other (Disclosing Party) in connection with this Agreement but the Recipient Party may:

(a) disclose any such information to such of its representatives who require such disclosure where bona fide necessary for the proper performance of their duties provided that the Recipient Party has given any such representative prior written instructions as to the restrictions on use and disclosure contained in this Agreement;

(b) use such information in the proper exercise of its rights and the performance of its obligations under this Agreement.

13.2 The Recipient Party shall use its reasonable endeavours to minimise the risk of unauthorised disclosure or use by representatives of information received from the Disclosing Party.

13.3 The restrictions on use and disclosure of information under clause 13.1 shall not apply to any information which the Recipient Party can prove:

(a) was already known to it prior to its receipt thereof from the Disclosing Party; or

(b) was subsequently disclosed to it lawfully by a third party who did not obtain the same (whether directly or indirectly) from the Disclosing Party; or

(c) was in the public domain at the time of receipt by the Recipient Party or has subsequently entered into the public domain other than by reason of the breach of the provisions of this clause 13 or any obligations of confidence owed by the Recipient Party to the Disclosing Party; or

(d) it is required to disclose by law, regulation or order.

14. Assignment and Sub-contracting

14.1 The Client shall not be entitled to assign, transfer or sub-contract any of its rights or obligations under this Agreement without Connect's prior written consent.

15. Notices

All notices to be given under this Agreement shall be in writing in English and left at or sent by first class mail or fax to the appropriate address shown at the head of this Agreement or left at or sent to such other address as the party concerned may from time to time designate by notice pursuant hereto. Any such notice shall be deemed given:

(a) at the time when the same is left at the addressee's address; or

(b) on the second Working Day after the same shall have been properly posted; or

(c) in the case of a fax, on the first Working Day after the day of transmission by the fax operator provided that the transmitting fax machine generates upon completion of the transmission a transmission report stating that the notice has been duly transmitted without error to the addressee's fax number.

16. Waiver

Failure by either party at any time to enforce the provisions of this Agreement or to require performance by the other of any of the provisions of this Agreement shall not be construed as a waiver of any such provision or its breach and shall not affect the validity of this Agreement or any part thereof or the right of such party to enforce any provision in accordance with its terms. Any waiver by either party must be in writing signed by a duly authorised signatory.

17. Entire Agreement

17.1 This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior communications, representations, warranties, stipulations, undertakings and agreements whether oral or written between the parties relating to such subject matter.

17.2 The Client acknowledges that in entering into this Agreement it does not rely on and will have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as set out in this Agreement. Nothing will operate to limit or exclude any liability for fraud.

18. Relationships

Nothing contained in this Agreement shall constitute a partnership or agency between any of the parties and neither party shall hold itself out as a partner or agent of the other party.

19. Force Majeure

Neither party shall be liable hereunder for delay to the extent it is due to events occurring outside its control provided the party relying on this clause immediately gives written notice to the other of the event and uses and continues to use all reasonable efforts to overcome the event and perform this Agreement. The party suffering the event shall have its time for performance of its obligations extended by a period equal to the delay.

20. Variation

Any variation in this Agreement shall only be binding if it is recorded in a document signed by an authorised representative of each party.

21. Validity

Should any provision of this Agreement become void or otherwise unenforceable for any reason, the validity of the remaining provisions shall not be affected thereby and the parties shall use their best endeavours to replace the provision which is void or unenforceable with a provision of similar economic effect.

22. Third Party Rights Act

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

23. Law

This Agreement shall be governed and construed in accordance with the laws of England and each party submits to the exclusive jurisdiction of the English Courts in respect thereof.