The definitions and rules of interpretation in this clause apply in these Conditions.
“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, as further described in clause 2.4.
“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 in accordance with clause 19,
“Confidential Information” information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 8.5 or clause 8.6.
“Customer” the person or firm who licenses Make Time Count from 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.
Insolvency Event in relation to either party, that party: (a) is unable to pay its debts or becomes insolvent or bankrupt; (b) is the subject of an order made or a resolution passed for its administration, winding-up or dissolution; (c) is subject to any proceedings for the appointment of an administrative or other receiver, manager, trustee, liquidator, administrator, or similar officer over all or any substantial part of its assets; (d) proposes or enters into any composition or arrangement with its creditors generally (except for the purposes of a bona fide solvent amalgamation, reconstruction or re-organisation (provided this does not materially reduce the assets of that party)); or (e) is subject to an analogous event to any of the foregoing in any jurisdiction.
Make Time Count Make Time Count Online Limited (registered in England and Wales with company number 07937938).
Maintenance Events as defined in clause 2.2
Maintenance and Support any error corrections, updates and upgrades that Ludic may provide or perform with respect to Make Time Count and Platform Services, as well as any other support or training services provided to the Customer under this Agreement.
Normal Business Hours 09.00 am to 6.00 pm local UK time, each Business Day.
Order Form” the order form setting out the details of your licence.
party either Make Time Count or the Customer, together the “parties“
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,
Make Time Count Make Time Count’s proprietary online tools and techniques to make large scale decision making and collaboration possible across time and distance and known as “Make Time Count”, which are incorporated in applications made available to the Customer and includes any error corrections, updates, upgrades, modifications and enhancements provided to the Customer under this Agreement.
Virus anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Availability does not include Maintenance Events as described above, Customer-caused or third party-caused outages or disruptions, or outages or disruptions attributable in whole or in part to force majeure events within the meaning of clause 12.
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Make Time Count or any other party), failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for six months, the party not affected may terminate this Agreement by giving 30 days’ written notice to the other party.
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) 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 that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).