Terms & Conditions
of Licence.

1.Interpretation

The definitions and rules of interpretation in this clause apply in these Conditions.

Definitions

• "Acceptable Use Policy" the conditions for use of Make Time Count by the Authorised Users.
• "Agreement" the Order Form and these Conditions.
• "Authorised Users" those employees and independent contractors of the Customer who are entitled to use Make Time Count under this Agreement.
• "Business Day" any day which is not a Saturday, Sunday or public holiday in the UK.
• "Conditions" these terms and conditions, as amended from time to time.
• "Confidential Information" information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information.
• "Customer" the person or firm who licenses Make Time Count, as set out in the Order Form.
• "Customer Data" the data inputted into the information fields of Make Time Count by the Customer, by Authorised Users, or by Make Time Count on the Customer's behalf.
• "Effective Date" as set out in the Order Form.
• "Fees" the fees payable to Make Time Count, as set out in the Order Form.
• "Make Time Count" Make Time Count Today Limited (registered in England and Wales with company number 12515998).
• "Normal Business Hours" 09:00 to 18:00 local UK time, each Business Day.
• "Order Form" the order form setting out the details of your licence.
• "Platform Services" the services that allow Authorised Users to access and use Make Time Count.
• "Services" the Platform Services and/or Maintenance and Support as applicable.
• "Virus" anything or device (including any software, code, file or programme) which may adversely affect the operation of any computer software, hardware or network.

2.Platform Services, Maintenance and Support

Maintenance of the Platform Services that may require interruption ("Maintenance Events") shall not be performed during Normal Business Hours unless such interruption arises from the acts or omissions of Make Time Count's hosting provider. Make Time Count may interrupt the Services to perform emergency maintenance during 22:00 to 02:00 UK time. Outside Normal Business Hours we may carry out unscheduled maintenance with at least three days' advance notice.

Make Time Count shall provide at least a 99% uptime service availability level or, if lower, the uptime service availability level that our hosting contractually commits to provide. The Customer is responsible for its own internet access.

The Customer's access to the Platform Services shall be limited to the number of individual Authorised Users set out in the Order Form. The Customer shall maintain a written list of current Authorised Users, ensure each Authorised User keeps a secure password, and procure that each Authorised User complies with the Acceptable Use Policy. The Customer shall not copy, reverse-engineer, sublicense, or use Make Time Count to provide services to third parties.

3.Customer Data

The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

Make Time Count shall develop the back-up schedule, perform scheduled back-ups, provide routine and emergency data recovery, and manage the archiving process. In the event of data loss, the Customer's sole and exclusive remedy shall be for Make Time Count to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up.

If Make Time Count processes any personal data on the Customer's behalf, the Customer shall be the data controller and Make Time Count shall be a data processor. Make Time Count shall process the personal data only in accordance with the terms of this Agreement and the Customer's lawful instructions, solely for the purpose of performing its obligations under this Agreement.

4.Make Time Count's obligations

Make Time Count undertakes that the Services will be performed with reasonable skill and care. This undertaking shall not apply to non-conformance caused by use of Make Time Count contrary to instructions or modification by any party other than Make Time Count.

If the Services do not conform with the agreed specification, Make Time Count will use all reasonable commercial endeavours to correct such non-conformance promptly. This Agreement shall not prevent Make Time Count from entering into similar agreements with third parties.

5.Customer's obligations

The Customer shall provide all necessary co-operation, information, and personnel assistance as may be reasonably requested by Make Time Count, and shall comply with all applicable laws and regulations in connection with its activities under this Agreement.

6.Charges and payment

The Customer shall pay agreed Fees to Make Time Count. For standard users our services are and will remain free to use. Invoices are due and payable 30 days from receipt. If payment is not received within five days after the due date, Make Time Count may suspend the Services and interest shall accrue at 3% over HSBC's base lending rate.

7.Proprietary rights

The Customer acknowledges that Make Time Count and/or its licensors own all Intellectual Property Rights in Make Time Count and the Services. This Agreement does not grant the Customer any rights to patents, copyrights, database rights, trade secrets, trade names, trademarks or any other rights other than as expressly stated.

8.Confidentiality

Each party shall hold the other's Confidential Information in confidence and shall not make it available to any third party, or use it for any purpose other than the implementation of this Agreement. The Customer acknowledges that Make Time Count and the Services constitute Make Time Count's Confidential Information, and Make Time Count acknowledges that the Customer Data is the Customer's Confidential Information.

9.Indemnity

The Customer shall defend, indemnify and hold harmless Make Time Count against claims arising out of the Customer's use of Make Time Count or Services. Make Time Count shall defend the Customer against any claim that Make Time Count infringes any UK patent, copyright, database right or right of confidentiality, subject to prompt notice and the Customer's reasonable co-operation.

10.Limitation of liability

Nothing in this Agreement excludes liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation. Subject to that, Make Time Count shall not be liable for any loss of profits, loss of business, depletion of goodwill, loss or corruption of data, or any indirect or consequential losses. Make Time Count's total aggregate liability shall be limited to an amount equal to the price paid for the Services during the 12 months preceding the date on which the claim arose.

11.Term and termination

This Agreement shall commence on the Effective Date and continue for the period set out in the Order Form, or if not specified, 6 months. After the Initial Term, this Agreement shall automatically renew for six-monthly periods unless either party gives at least 90 days' written notice. Either party may terminate with immediate effect for material breach or an Insolvency Event.

12.Force majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events beyond its reasonable control. If the period of delay continues for six months, the unaffected party may terminate by giving 30 days' written notice.

13.Waiver

A waiver of any right is only effective if it is in writing. Rights arising under this Agreement are cumulative and do not exclude rights provided by law.

14.Severance

If any provision of this Agreement is found to be invalid, unenforceable or illegal, the other provisions shall remain in force. Where possible, an invalid provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

15.Entire agreement

This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements relating to its subject matter. Nothing in this clause shall limit or exclude any liability for fraud.

16.Assignment

The Customer shall not, without the prior written consent of Make Time Count, assign or transfer any of its rights or obligations under this Agreement. Make Time Count may at any time assign or transfer any of its rights or obligations.

17.No partnership or agency

Nothing in this Agreement shall establish any partnership or joint venture between the parties, or constitute either party the agent of another.

18.Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties.

19.Third party rights

This Agreement does not confer any rights on any person or party other than the parties to this Agreement under the Contracts (Rights of Third Parties) Act 1999.

20.Notices

Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand, pre-paid first-class post, recorded delivery, or e-mail to such address as may have been notified by that party.

21.Governing law and jurisdiction

This Agreement and any disputes or claims arising out of or in connection with it (including non-contractual disputes) are governed by, and construed in accordance with, the law of England. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim.

Important notice to all users

1. You must read and accept all the terms and conditions before you are entitled to access the Make Time Count platform by clicking on the "I AGREE" button that will be displayed.
2. By clicking "I AGREE" when logging on and/or by accessing Make Time Count you agree to these Terms and Conditions of Licence which will bind you.
3. By clicking "I AGREE" when logging on and/or by accessing Make Time Count you confirm that you are duly authorised by the Customer to accept these terms for and on behalf of the Customer.
4. If you do not agree to these Terms and Conditions of Licence, we will not license Make Time Count to you and you must discontinue use.