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EULA

End User License Agreement for ProForecast Products IMPORTANT - PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS This End User License Agreement for ProForecast Products (the "Agreement") is a legal agreement between you or the company that you are authorized to represent ("You") and ProForecast Limited. ("ProForecast"). This Agreement governs the use of the accompanying ProForecast Software As A Service (SaaS) and services not covered by a separate license agreement; all printed and electronic manuals, guides, bulletins, and online help (the “Documentation”); and any modifications, updates, revisions or enhancements received by You from ProForecast or its authorized dealers or agents (collectively, the “SaaS”). The SaaS may not be accessed, or used except pursuant to this Agreement. This Agreement limits and excludes warranties and remedies regarding the SaaS, exempts ProForecast and other persons from liability or limits their liability, and contains other important provisions that You should read. Your access to or use of the SaaS may also be subject to your acceptance of separate agreements with ProForecast and/or third parties.

BY SELECTING THE “I ACCEPT” BUTTON OR BY ACCESSING, OR USING THE SAAS, YOU ACKNOWLEDGE AND SIGNIFY YOUR ACCEPTANCE AND AGREEMENT, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT, AND IF YOU ARE AN INDIVIDUAL REPRESENTING A COMPANY OR OTHER PERSONS THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT AND AGREE TO THE AGREEMENT ON BEHALF OF THE COMPANY OR OTHER PERSONS YOU REPRESENT OR ON WHOSE BEHALF YOU ARE ACCESSING OR USING THE SAAS. YOU ALSO ACCEPT THAT YOU ARE NOT A CONSUMER AS DEFINED BY UK LEGISLATION BUT A TRADE, BUSINESS OR PROFESSIONAL USER. IF YOU DO NOT AGREE WITH AND ACCEPT EACH PROVISION OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SAAS, AND YOU MUST OBTAIN A REFUND IN ACCORDANCE WITH THE RETURN AND REFUND POLICY SET FORTH IN THIS AGREEMENT. YOUR ACCEPTANCE OF OUR TERMS IS IMPLICIT UPON YOUR REGISTRATION TO USE THE SAAS.

If you are using a trial version of the SaaS, the SaaS will become disabled after thirty (30) days.

  1. GRANT OF LICENSE.

    Subject to your compliance with all terms of this Agreement and your payment of all applicable fees, ProForecast thereby grants to You a limited, nontransferable, non-sublicensable, non-exclusive license (the “License”) to use the SaaS under the terms stated in this Agreement, including the restrictions and limitations applicable to each kind of license and version of the SaaS set forth below, for use in your business or profession. The License is not a sale of the SaaS or any portion thereof and does not convey any rights of ownership in the SaaS. ProForecast reserves all rights not expressly granted by this Agreement and You hereby acknowledge that all title and ownership of the SaaS and all associated intellectual property rights are and shall remain with ProForecast.

  2. LICENSE RESTRICTIONS.

    There are various types of licenses and versions of the SaaS, which reflect the number of authorized users and the permitted purposes of use, each of which is subject to different restrictions and limitations as set forth below. The type of license and version of the SaaS are identified in our website.

  3. TYPE OF LICENCE:

    1. Single User. If your License to use the SaaS is a single-user license, the SaaS and related data may only be used and accessed by the named licencee who may access the SaaS on any appropriate electronic device for which the SaaS is designed to operate (a “Client Device”).

    2. Multi-User. If your license to use the SaaS is a multi-user license, the SaaS may only be used and accessed by the named licencee’s who may access the SaaS on any appropriate electronic device for which the SaaS is designed to operate. A Named User means the individuals listed and selected in the Licence maintenance screen of the SaaS. The number of defined Named Users may not exceed the number of licenses purchased up to the predefined limit. In the event a licensed Named User is temporarily out of the office (vacation, illness, leave, etc.) or leaves your company, You may replace this Named User with a new associate of your company without purchasing a license for an additional Named User. The system admin user account is an administrative account that does not require its own license to use the SaaS.

    3. Subscription: A Subscription License to the SaaS requires a one (1) year initial commitment and lasts only as long as your subscription fees are current, or until your subscription term ends, or until this Agreement is terminated as described herein. The SaaS can only be used on a Client Device that is connected to the Internet. The SaaS may be used by the licensed Named User(s) for the subscription period for which ProForecast has received your license fee until the specified term or subscription period ends or your license or this Agreement is terminated as described herein. Your subscription period is monthly, with the subscription fees payable each month. You may cancel your subscription with at least seven (7) days’ notice prior to your renewal date. Please note that any of the following will cause your access to the SaaS to revert to be blocked: (i) failure to pay your subscription fee; (ii) termination of this Agreement (iii) cancellation or non-renewal of your subscription. Full SaaS functionality will not be restored until you reactivate your account, which may require payment of a reactivation fee. If the SaaS is a Trial Version (a “Trial Version”), You may use the SaaS only for the purpose of evaluating the SaaS.

    1. GENERAL RESTRICTIONS

      Applicable to All Licenses and Permissible Uses

      1. You only may use the ProForecast SaaS subject to requirements contained in the Documentation.

      2. You may not make or attempt to copy, translate, or modify any part of the SaaS or any portion thereof or make any attempt to hack, access, or copy the source code. Any attempt to hack, copy or modify the source code will be a gross violation and make you liable to ProForecast for unlimited damages. You must reproduce all copyright, trademark, trade secret and other proprietary notices on any reference to the SaaS in printed or visual outputs. Any use of the SaaS are subject to the terms and conditions of this Agreement.

      3. You may not sell, distribute, lease, rent, sublicense, modify, change, alter, assign or transfer the SaaS or this license, except that: (i) You may transfer the license to a party that purchases all or substantially all of the assets of your business, provided that You notify ProForecast in writing prior to the distribution of the SaaS licences to the purchasing party, and the purchasing party agrees in writing to be bound by the Agreement; or (ii) upon written permission from ProForecast, You may transfer the license to a party that agrees to be bound by this Agreement.

      4. You may not reverse-engineer, reverse-translate, disassemble, hack, copy or decompile the SaaS, or any portion thereof, or otherwise attempt to discover the source code or structural framework of the SaaS. You may not create any derivative work based upon the SaaS by altering, modifying, or translating the code of the SaaS or using our intellectual property. You may not obscure or remove any copyright or trademark notice from the SaaS.

      5. Accessing or utilizing the SaaS (e.g., “multiplexing,” “pooling,” or third party add on software or hardware) expressly does not reduce the number of licenses required (i.e., the required number of licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware “front end”). ProForecast may verify compliance of license entitlement and restrict use of the SaaS if it determines that You have violated the terms of this Agreement. (h) You may not share a license. Each user of the SaaS must have their own license, including all part-time employees.

    1. ProForecast reserves all rights not expressly granted to You in this Agreement.

  4. MULTIPLE USER INSTALLATION

    If You have licensed a multi-user version of the SaaS, the system or IT administrator or other designated person (the “Administrator”) the Administrator will accept the terms and conditions of this Agreement for each user of the SaaS and ensure that each user has the ability to review the Agreement.

  5. LIMITED WARRANTY

      1. ProForecast does not represent or warrant that your use of the SaaS will be uninterrupted or error free or that the application will work without fault, and is error free.

      1. Provided You notify ProForecast in writing during the Licence Period of a substantial non-conformity between the website documentation and the SaaS, and if ProForecast is able to replicate and verify that such substantial non-conformity exists, ProForecast shall endeavor to correct the SaaS, at ProForecast's sole option, so that the SaaS substantially conforms to the specifications or ProForecast shall offer you the right to terminate your licence to use the SaaS. This section 6.2 states your SOLE AND EXCLUSIVE REMEDY for any breach of warranty hereunder.

      1. No employee, agent or representative of ProForecast, nor any reseller (including the person or company who sold You the SaaS) or any other third party, is authorized to make any warranty with respect to the SaaS, except those expressly stated in sections 6.1 and 6.2 of this Agreement, and You may not rely on any such unauthorized warranty.

  6. DISCLAIMER OF WARRANTIES

      1. The foregoing warranties and remedies are exclusive.

        EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN SECTIONS 6.1 AND 6.2 OF THIS AGREEMENT, PROFORECAST DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SAAS AND ANY SERVICES FURNISHED IN CONNECTION WITH THIS AGREEMENT.

        PROFORECAST DOES NOT WARRANT THAT THIS SAAS IS FREE OF BUGS, VIRUSES, IMPERFECTIONS, ERRORS, OR OMISSIONS. PROFORECAST SPECIFICALLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION:

        1. OF MERCHANTABILITY;

        2. FITNESS FOR A PARTICULAR PURPOSE;

        3. OF NON-INFRINGEMENT; OR

        4. ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING WITH PROFORECAST.

        PROFORECAST SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OR CONSEQUENTIAL LOSSES & DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE SAAS, ANY ERRORS, INACURACIES, MISCALCULATIONS OR FAILINGS OF THE SAAS ITS DESIGN CODING OR IMPLEMENTATION, LOSS OF DATA, LACK OR INABILITY OF ACCESS TO THE SAAS OR ANY OTHER ITEMS OR SERVICES PROVIDED BY PROFORECAST. 7.1.

        You acknowledge that any data entry, conversion or storage is subject to the likelihood of human and machine errors, malicious manipulation, omissions, delays, and losses, including, but not limited to, inadvertent loss of data or damage to media that may result in loss or damage to You and/or Your property, and/or Your detrimental reliance on maliciously manipulated data. ProForecast shall not be liable for any such errors, omissions, delays, or losses. You are responsible for adopting reasonable measures to limit the impact of such problems, adopting procedures to ensure the accuracy of input data, examining and confirming results prior to use, adopting procedures to identify and correct errors and omissions, replacing lost or damaged media, and reconstructing data. You are also responsible for mitigating any damage and implicitly must immediately inform ProForecast of any errors and miscalculations you discover to enable ProForecast to amend and improve the SaaS. If You licensed a Trial Version, You acknowledge and understand that: (x) the Trial Version may be used for evaluation purposes only; (y) the Trial Version shall be operable only for thirty (30) days; and (z) upon expiration of the Trial Period, any data or other information used with, processed by and/or stored in conjunction with the Trial Version may be converted if You upgrade to the full retail product.

      1. Any ProForecast Solution Provider or Certified Consultant or any reseller, installer or consultant is not affiliated with ProForecast in any capacity other than as a reseller, installer or consultant of ProForecast’s products and has no authority to bind ProForecast or modify any license or warranty. ProForecast makes no representations, warranty, endorsement, or guarantee with respect to the skills or qualifications of any ProForecast Solution Provider or Certified Consultant or any reseller, installer or consultant and You are encouraged to independently investigate their skills and qualifications.

  7. DISCLAIMER REGARDING PROFORECAST CONNECTED SERVICES AND PROFORECAST ADD-ON PRODUCTS AND SERVICES

    Optional products and services including, but not limited to, ProForecast, ProForecast Benchmarking Reports, ProForecast Data Analysis, (collectively, the "Add-On Products and Services") made available to You through the SaaS may require a credit card, a valid email address, approval by a third party, internet access, and/or additional fees, and may also require You to accept a separate license agreement or abide by terms and conditions for use. Under no circumstances shall ProForecast, or its subsidiaries or affiliates, be responsible or liable in any way for any Add On Products and Services offered by third-party vendors. Matters relating to credit transactions, such as chargebacks of credit card charges, are the responsibility of the institution that handles your account. ProForecast requires that if You use any Add-On Products and Services, You be licensed on a supported version of both the SaaS and any Add-On Products and Services.

  8. DISCLAIMER REGARDING LINKS TO EXTERNAL SITES

    The SaaS may include links to other websites on the Internet that are owned and operated by third parties not under the control of ProForecast. ProForecast provides the links for your convenience only and does not provide a warranty of any type regarding the actions of such third parties or the security of information sent to such third parties while You are using their websites. Under no circumstances shall ProForecast, or its subsidiaries or affiliates, be responsible or liable in any way for the availability of services or products offered, or the content located on or through, any such third party's website.

  9. THE SaaS is subject to & provided under UK (United Kingdom) Law and if you are based outside of the United Kingdom you will be subject to the following EXPORT RESTRICTIONS.

    You shall abide by all UK, EU, & US domestic and foreign federal, state, and local laws, ordinances, rules, and regulations applicable to the transactions contemplated hereunder. You shall comply with all applicable export control laws, restrictions, and regulations in effect from time to time in the jurisdiction in which You are resident or in which the SaaS is used, including without limitation and to the extent applicable the United States Export Administration regulations, the International Traffic in Arms regulations and any regulations or licenses administered by the Department of the Treasury's Office of Foreign Assets Control. You represent and warrant that You are not located in, under the control of, or a national or resident of, any restricted country or of any designated entity or person. If any EU OR US law contradicts UK law you accept that UK law takes precedence and overrides those laws.

  10. SUPPORT

      1. All ProForecast Care plans run for a term of twelve (12) months from the point of first registration and automatically renew on the anniversary of your activation date (your “Renewal Date”). Customer support reserves the right to determine whether any issue is a result of your broadband access, hardware, network, network environment or browser and may refer You back to your ISP, Network administrator or IT support supplier for resolution. ProForecast does not provide support to You for any issues that involve or arise from your broadband access, hardware, network, network environment or browser. If you are not operating a supported browser, ProForecast may require You to use a particular browser to ensure that the SaaS operates correctly. ProForecast makes no representation that the SaaS will operate correctly with all internet browsers, and will not be responsible for changes made to such browsers, but will make its best efforts to ensure that the SaaS will be compatible with as many browsers as practical.

        ProForecast disclaims any responsibility to provide any customer support except as may be agreed under a separate agreement to render support services or in conjunction with a ProForecast promotional offering or a bundled product offered by ProForecast. Your SaaS comes with ProForecast Care, which upon registration of the SaaS, will entitle you to receive three (3) free Customer Support calls in every 12 month period. ProForecast Customer Support Analysts reserve the right to limit calls to one hour or one incident but may provide additional support at a cost of £50 per hour or part of an hour.

      1. You must have a valid license in order to be eligible to receive Customer Support.

  11. UPDATES

    Because ProForecast is a SaaS application the version in use will always be the current version and may have been updated or changed without your knowledge. ProForecast will endeavor to notify users of updates either by e-mail or site notices but will not be liable for any changes or errors arising out of such updates of failure to notify you of such changes.

  12. TERMINATION OF SUPPORT AND OTHER SERVICES

      1. ProForecast reserves the right to terminate Customer Support and all other services if in the opinion of ProForecast the licencee is abusing the terms of this Eula or is making unreasonable demands on the SaaS. (including but not limited to any connectivity to any Add-On Products and Services) applicable to the SaaS, or in the event that the SaaS has become inoperable or incompatible with your current operating systems, hardware, Add-On Products and Services, Browsers or other technologies. If You cancel Your Subscription License or if Your Subscription License is cancelled for non-payment, you will be blocked from accessing the SaaS and support will cease. Your data will be retained for as long as ProForecast deems reasonable, but may be deleted. If ProForecast decides to delete your data it will inform you by e-mail and give you fifteen (15) days to reactivate your subscription so enabling you to retain your data. If the subscription is not reactivated within that period ProForecast may delete your data without further recourse to you. 13.1. The SaaS pricing on our website does not include sales tax rates.

  13. OWNERSHIP RIGHTS

      1. The SaaS is protected by UK, EU, United States, Canadian, and international copyright laws and other intellectual property laws, and international treaty provisions. ProForecast and its third party licensors, if any, retain all title to and, except as expressly and unambiguously licensed herein, all rights and interest in: (a) the SaaS, including, but not limited to, all copies, versions, customizations, compilations and derivative works thereof (by whomever produced) and all related Documentation; (b) the ProForecast trademarks, service marks, trade names, icons and logos; and (c) any and all copyright rights, patent rights, trade secret rights and other intellectual property and proprietary rights throughout the world in the foregoing. You acknowledge that your possession, installation, or use of the SaaS does not transfer to You any ownership, title, or registrable interest of any kind to the intellectual property in the SaaS, and that You will not acquire any rights to the SaaS except as expressly set forth in this Agreement. You agree that all output data, or any other type of copies of the SaaS data will contain the same proprietary notices that appear on and in the SaaS.

      1. Should You decide to submit any materials to ProForecast via electronic mail, through or to ProForecast website(s), or otherwise, whether as verbal or visual feedback, data, questions, comments, ideas, concepts, techniques, survey responses, suggestions, improvements, additions or the like, You agree that such submissions are unrestricted and shall be deemed nonconfidential upon submission. You grant to ProForecast and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, commercialize, display and perform such submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing any attribution or compensation to You or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties, and You agree, represent and warrant that all moral rights in the submissions are waived in favor of ProForecast and its successors, assigns and licensees.

  14. RECOMMENDED ENVIRONMENT

    This SaaS has been designed to work optimally in the environment documented within the Documentation. Any defects, inconsistencies, or issues arising out of operating outside the parameters set forth therein may not be supported by ProForecast and may require You to pay additional maintenance/update costs to ProForecast to rectify.

  15. HIGH RISK ACTIVITIES

    The SaaS is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the SaaS could lead directly to death, personal injury, or severe physical or property damage (collectively, “High Risk Activities”). ProForecast expressly disclaims any express or implied warranty of fitness for High Risk Activities.

  16. EXCLUSION/LIMITATION OF LIABILITY

    BECAUSE SOFTWARE IS INHERENTLY COMPLEX AND MAY NOT BE FREE FROM ERRORS, YOU ARE ADVISED TO VERIFY THE WORK PRODUCED BY THE SAAS. TO THE FULLEST EXTENT PERMITTED BY LAW, PROFORECAST'S LIABILITY TO YOU FOR ANY DAMAGES OR LOSSES ARISING HEREUNDER, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO AND NOT EXCEED THE GREATER OF THE AMOUNT OF ONE MONTHS LICENSE AND SUPPORT FEES PAID BY YOU TO PROFORECAST. TO THE FULLEST EXTENT PERMITTED BY LAW, PROFORECAST SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF TIME, LOSS OF ANTICIPATED PROFITS, REVENUE OR DATA, OR COSTS INCURRED IN CONNECTION WITH OBTAINING SUBSTITUTE SOFTWARE, EVEN IF PROFORECAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

    ProForecast will have no responsibility for the SaaS if any portion of the SaaS has been hacked, modified, lost, stolen or damaged by accident, abuse or misapplication. You acknowledge and agree that this Agreement fairly allocates risk between You and ProForecast as authorized by applicable law, and the pricing of ProForecast’s products reflects this allocation of risk and the exclusions and limitations of liability contained in this Agreement. This Agreement gives You specific legal rights and You may also have other rights, which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow the exclusion or limitation of implied warranties or of liability for incidental or consequential damages, so some or all of those sections of this Agreement may not apply to You.

  17. MONITORING/PERSONAL/CLIENT/USER INFORMATION

    The SaaS may contain technologies that monitor, record, and report to ProForecast information regarding the use of the SaaS, including but not limited to information concerning the Client Device with which the SaaS is associated; the frequency, type, and manner of use to which the SaaS is put; and the data inputted to or through the SaaS by You or on your behalf, such as company data, payroll data, check data, and other transaction-identifying information (collectively, the "Transaction Data").

    ProForecast collects and uses the Transaction Data to support, maintain, and improve the SaaS, and to enforce ProForecast's rights under this Agreement.

    To the extent any of the Transaction Data is personal information within the meaning of applicable law, You hereby:

    1. consent to ProForecast's collection, use and disclosure of such Transaction Data for these purposes; and

    2. represent and warrant that You have obtained the consent of any individual to whom such Transaction Data relates to ProForecast's collection, use and disclosure of such Transaction Data for these purposes, or that the consent of any such individuals is not required to be obtained under applicable law.

    You also allow ProForecast to aggregate such data to extract business trends, create general business & economic reports, economic forecasts, and benchmarking reports. ProForecast will not allow any aggregated data to be used in such a manner that an individual user or clients commercially sensitive data could be identified by a third party.

    You agree that such submissions are unrestricted and shall be deemed nonconfidential upon submission. You grant to ProForecast and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, commercialize, display and perform such aggregated data for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing any attribution or compensation to You or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties, and You agree, represent and warrant that all moral rights in the submissions are waived in favor of ProForecast and its successors, assigns and licensees, subject to the provision that an individual user or clients commercially sensitive data could not be identified by a third party.

  18. U.S. GOVERNMENT RESTRICTED RIGHTS

    If the SaaS is to be provided under a U.S. Government contract, the U.S. government's right to use, modify, reproduce, release or disclose the SaaS is subject to restrictions set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs(c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52-227-19, as applicable. The contractor/manufacturer is ProForecast Limited., 9 Austin Boulevard, Quay West, Sunderland, United Kingdom, SR5 2AL.

  19. TERM AND TERMINATION

      1. This Agreement shall commence on the date You licence the SaaS and shall continue until the earlier of: (a) the date it is terminated in accordance with the terms herein; or (b) your acceptance of a superseding license agreement.

      1. This Agreement, and all of ProForecast's obligations hereunder, automatically terminate if You fail to comply with any provision of this Agreement. Upon the termination or expiration of this Agreement for any reason whatsoever: (a) the license granted hereunder shall immediately cease; and (b) You shall immediately be prevented from and stop using the SaaS in any way.

      1. This Agreement is effective unless and until You or ProForecast terminate the Agreement. You may terminate the Agreement with at least seven (7) days’ notice prior to Your renewal date. ProForecast may terminate the Agreement upon non-payment of Your renewal fees or if You fail to comply with any provision of this Agreement. Upon termination of this Agreement by either You or ProForecast, Your access to the SaaS will be blocked.

      1. If the SaaS is a Trial Version, this Agreement is effective for a term of thirty (30) days from the Initial Installation Date, unless sooner terminated by You or ProForecast in accordance with the provisions of this Agreement.

  20. MISCELLANEOUS

      1. As a user of the SaaS, You assume the responsibility for the selection of the SaaS as being appropriate for your purposes. You understand and agree that:

        1. You are solely responsible for the content and accuracy of all reports and documents prepared with the SaaS;

        2. using the SaaS does not relieve You of any professional obligation concerning the preparation and review of such reports and documents;

        3. You do not rely upon ProForecast or the SaaS for any advice or guidance regarding the appropriate tax treatment of items reflected on such reports or documents

        4. You will review any calculations made by using the SaaS and satisfy yourself that those calculations are correct;

        5. ProForecast's support service is designed to offer technical support for issues regarding the features and functionality of this SaaS in the recommended operating environments only.

      1. Audit Rights. With or without prior notice ProForecast may audit Your use of the SaaS to ensure that You comply with the terms and conditions of this Agreement. If an audit reveals that You have underpaid fees or owe fees to ProForecast, ProForecast will invoice You for the underpayment or amount due based on ProForecast’s price list in effect at the time the audit is completed.

      1. To the fullest extent permitted by law and consistent with valid entry into a binding agreement, the controlling language of this Agreement is English and any translation you have received has been provided solely for your convenience. In the event You have entered into this Agreement by means of the display of a translated version of this Agreement in a language other than U.K. English, you may request a U.K. English language version of this Agreement by notice to ProForecast. To the fullest extent permitted by law, all correspondence and communication between You and ProForecast under this Agreement must be in English language. The exclusive judicial forum for any action brought to enforce this Agreement shall be an appropriate court located in Sunderland without regard to the conflict of laws provisions thereof.

      1. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall be valid and enforceable according to its terms.

      1. ProForecast, the ProForecast logo, are registered trademarks or trademarks of ProForecast Limited. or its affiliated entities. Microsoft, Microsoft SQL Server, Microsoft Azure, Windows, and the Windows logo are trademarks or registered trademarks of Microsoft Corporation in the United States and/or other countries. Other product names mentioned may be service marks, trademarks, or registered trademarks of their respective owners and are hereby acknowledged.

      1. No failure or delay of either party to exercise any rights or remedies under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same or other rights or remedies preclude any further or other exercise of the same or other rights or remedies, nor shall any waiver of any rights or remedies with respect to any circumstances be constructed as a waiver thereof with respect to any other circumstances.

      1. Quebec. With regard to Quebec, the parties declare that they have required that this Agreement and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu'elles exigent que cette entente et tous les documents y afférents, soit pour le présent ou l'avenir, soient rédigés en langue anglaise seulement. 21.8. Sections 6 (Disclaimer of Warranties), 8 (Disclaimer Regarding Links to External Sites), 14 (Ownership Rights), 18 (Exclusion/Limitation of Liability), 21 (Term & Termination), 22.3 (Governing Law) and this Section

      1. Quebec. With regard to Quebec, the parties declare that they have required that this Agreement and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu'elles exigent que cette entente et tous les documents y afférents, soit pour le présent ou l'avenir, soient rédigés en langue anglaise seulement. 21.8. Sections 6 (Disclaimer of Warranties), 8 (Disclaimer Regarding Links to External Sites), 14 (Ownership Rights), 18 (Exclusion/Limitation of Liability), 21 (Term & Termination), 22.3 (Governing Law) and this Section

      1. This Agreement constitutes the entire agreement between You and ProForecast with respect to the subject matter hereof, and supersedes any prior proposal, oral or written, advertising, representation, or other communication between the parties with respect to such subject matter. This Agreement shall not be modified, except by written agreement signed by the parties hereto.

      1. ProForecast shall not be liable for and shall be excused from any failure to deliver or perform or for delay in delivery or performance due to causes beyond its reasonable control, including but not limited to, work stoppages, shortages, civil disturbances, terrorist actions, transportation problems, interruptions or power or communications, failure or suppliers or subcontractors, natural disasters or other acts of God.

      1. All notices given hereunder shall be in writing and sent by overnight courier or delivered in person:

        1. if to ProForecast, to ProForecast Limited., 9 Austin Boulevard, Quay West, Sunderland, United Kingdom, SR5 2AL; and

        2. if to You, to the address You indicated upon your registration of the SaaS.

      1. You authorize ProForecast to send You information, including but not limited to marketing and promotional material, via facsimile, email, telephone, and other reasonable means. End User License Agreement for ProForecast Products.

Legal: Terms and conditions of supply

For any products or services

Last updated: 09 December 2016

These are the terms and conditions of supply for any Products or Services (as defined below) purchased through the website at http://www.ProForecast.com (our "Website"). Please read them carefully because they form a legal agreement between you and us in relation to your purchase of any Products or Services via our Website.

Important Notice

Our Products and Services are for business use only, and not for Consumers, or individuals under 18 years of age.

  1. Who we are

    We are ProForecast Ltd, a limited company registered in England and Wales under company registration number 8504280 with our registered office address at 9 Austin Boulevard, Quay West, Sunderland, Tyne & Wear, SR6 2AL ("we", or "us", or "our"). We have other trading addresses. If you would like details of our trading addresses, please contact us. Our VAT number is GB 175 8699 40.

    Please see our Contact section for more information as the telephone or fax numbers and email addresses to use will depend on the nature of your query. If you are a new customer with a general enquiry please telephone +44 191 5006168 (calls cost 0p per minute plus your phone company’s access charge) or email us on info@ProForecast.com for after-sales care, please telephone our customer care team on +44 191 5006168 or email info@ProForecast.com

  2. What these Terms are about

    These Terms apply to any purchases of Products or Services via our Website. By placing an Order (see how to do this below) or by clicking to accept these terms on our Website you agree to these Terms. If you do not agree to them you should not place any Orders through our Website.

    The most current version of these Terms is dated above but we may change them from time to time without giving you notice, so you must read these Terms every time you place an Order through our Website. The Terms published on our Website at the time you place your Order will apply to your Order unless we notify you of a change to these Terms before we have accepted your Order or we are obliged to make a change to these Terms, for example, as a result of changes to the law.

  3. What some words in these Terms mean

    In these Terms we use certain words to add clarity. Where you see one of the words below in these Terms, it has the meaning set out below.

    • "Acceptance" means an Electronic Communication from us accepting your Order and "accepted" will be interpreted in the same way;
    • "Consumer" means a person acting for purposes which are outside his or her business;
    • "Contract" means the binding legal contract between you and us for the licensing of Software and/or the sale of other Products and/or the supply of any Services, as set out in section 4 below;
    • "Electronic Communication" means an electronic communication between you and us by fax or email;
    • "Order" means your contractual offer to buy Products or Services from us by placing an order through our Website;
    • "Products" means our Software and other products as set out in the ProForecast Store from time to time;
    • "Terms" means these standard terms and conditions for our supply of Products and/or Services;
    • "Services" means the services as set out in the website from time to time;
    • "ProForecast Store" means the shop on our Website,";
    • "Software" means our licensed software products as set out in the ProForecast Store from time to time; and
    • "Specific Terms" means terms which apply specifically to the Products (such as those in a software licence) or Services, and which are separate from these Terms.
  4. Buying Products/Services through our Website - ProForecast Store

    About you

    Our Website allows you to buy Products and Services. As you might expect, the Products and Services on our Website are not intended for everyone and we rely on you to check you are eligible to buy the Products and Services and that the Products and Services meet your specific needs before you place any Orders. By placing an Order through our Website, you are representing that:

    • you are legally capable of entering into binding contracts;
    • you are at least 18 years old;
    • If you are resident outside the UK you accept that any contract is deemed to be made under UK law and explicitly excludes any other countries laws.
    • if you are an individual placing an Order on behalf of a business or an organisation, you are authorised to place the Order on their behalf.

    How to buy Products and Services

    The steps you need to take to conclude a Contract with us are:

    1. Check variable information, such as prices

      We will display on our Website certain variable information which you will need to know before you place your Order, such as the range and descriptions of Products and Services and their current prices. This information may also be available outside of our Website, for example, in printed documentation or supplied over the telephone by our sales staff.

      Please note that this variable information is known as an "invitation to treat" and not a contractual offer from us which you may accept. This means that we reserve the right to correct any errors in that information without any liability to you. You understand that sometimes errors can occur and so we will not be contractually bound to supply you with Products or Services on the basis of incorrect information, even if that information is repeated in your Order. Please see section 6 for more information about prices and how to pay.

    2. Make sure you read and understand our terms

      These Terms, our Terms of Use and Privacy Policy along with any Specific Terms that are available on our Website, apply to your use of our Website and to your Registration and any Orders you place via our Website. Please ensure you read these documents carefully so you understand what you are agreeing to before you use our Website and/or place your Order. If you have any concerns, you should contact us and we will do everything we can to help.; Please note these Terms will take priority over and exclude any other terms and conditions you try to impose.

      Please note that ProForecast Store is intended for businesses and not Consumers. If you accept the documents referred to above on behalf of a corporate buyer and you are not authorised to do so, you may assume personal liability for the obligations set out in those documents. If you are a Consumer, please do not place orders through our Website. All orders taken and registrations made on our website are paid for by credit or debit card whereby a Continuous Payment Authority is set up. The authority is linked to the bank or credit card account that your card is linked to and is a method of making regular payments. A continuous payment authority gives ProForecast the mandate to:

      Take payments on dates of our choosing

      Take payments for different amounts

      These authorities don't have the same guarantees that a direct debit has regarding the date or the amount of the payment. Keep a close eye on your bank statement to ensure that all payments match your expectations.

    3. Complete your Registration & Order

      Please sign-up and register using our online registration process. Enter your credit card details, enabling the company to set up a “Continuous Payment Authority”, if you have been offered a free trial period you card will not be charged until the expiry of that trial period. If you do not want to continue using our products or services after the expiry of the free trial period you must email us at info@proforecast.com informing us that you no longer wish to use our services and you must ensure that you do not access those services after the expiry of the free trial period. If you do access the service after the end of the free trial period we will charge you card in accordance with the licence fee selected at sign-up and the “Continuous Payment Authority” that has been set up, and your access will be deemed as being cancelation of any notice that you did not wish to proceed.

      When you have completed your Registration/Order, you will be shown a copy of your Order on screen. You must check your Order carefully to identify any errors and correct them prior to placing your Order. Our Website allows you to cancel any draft Orders, and to edit any details of your Order. Once you have finished checking and (if necessary) correcting your Order, please print out a copy of the Order before you place it. This is for your own records and will help you if you need to contact us about your Order.

      The credit and debit cards we accept are set out on our Website. If you choose to pay by credit or debit card, we will charge it when you place your Order. Our payment card processor may contact you to confirm that your payment has been authorised & we will only Accept your Order when payment is confirmed by the processor. If you were offered a free trial we will Pre-Authorise the agreed payment. Pre Authorisation is a temporary hold on a specified amount against the available funds on your payment card nd is not an actual charged amount and no funds are taken. Your payment card issuer may present a pre-authorisation as a pending transaction. Upon expiry of the trial period we will take payment *Payment card can refer to a credit, charge or debit card.

      check to see whether the transaction is authorised upon the expiry of that trial (see above), but. or in the event of a free trial the processor confirms that the payment will be authorised at the due date.

      We only accept payment by debit or credit card, we will send you a copy invoice for your records.

    4. Place your Order

      You may place your Order by clicking on the "Place Order" button.

      You may receive an acknowledgment from our payment processor advising you whether or not your credit or debit card payment has been authorised. This acknowledgement relates to authorisation of your payment only and is not our Acceptance of your Order. We will acknowledge receipt and confirmation of your Order on our Website once the payment has been confirmed as and by email, as soon as reasonably possible after you have placed your Order. This is our Acceptance of your Order.

      Please note that we are entitled to refuse to accept any Order. If that happens, we will let you know as soon as we can.

      Once we have entered into a Contract with you as explained above, we will supply you with the Products and/or Services that you specified in your Order in accordance with the terms of the Contract.

  5. Other things you need to know about the Contract

    We can only conclude a Contract with you in English and not in any other language.

    The Contract between us will consist of (1) these Terms (including our Privacy Policy); (2) any Specific Terms (if relevant); (3) your Order; and (4) our Acceptance (which is only given in exchange for your payment of the price (see section 6 below)). There will only be a Contract if all these elements are present. If there is any conflict between these Terms and some of the other documents which form part of the Contract, they will apply in the following order of priority:

    • Specific Terms;
    • these Terms;
    • Terms of Use.

    The Products and/or Services we supply to you will be subject to any restrictions set out on our Website or in the Contract. If we provide you with a Service via our Website, you must abide by our Terms of Use and any other applicable terms on our Website. For other Services, you must comply with any terms we notify to you, for example, health and safety regulations for a Service we provide to you face-to-face, such as classroom training.

    We will not file the concluded Contract between us online, so you should print out and keep copies of each element of the Contract for your own records. A copy of any Specific Terms will be made available to you with the relevant Product or Service.

  6. The price of the Products and Services and how to pay

    The price of the Products and Services will be as set out on our Website from time to time, except in the case of error. All prices are calculated in English pounds sterling (or any other currency we agree to accept) and will be confirmed to you in our Acceptance of your Order.

    The prices on our Website are exclusive of VAT and delivery costs (where applicable). Any applicable delivery costs will be as set out on our Website from time to time. Your Order will show VAT and delivery costs (where applicable) both as a separate item and as included in the total price.

    Subject to our obligation to supply the Products and Services at the price stated in a Contract, we reserve the right at any time to increase the prices of the Products and Services and to change the range of Products and Services available. We will try to give you as much notice as we can of changes to the range and any increase in prices.

    Our Website contains a number of Products and Services and it is always possible that, despite our best efforts, some of the Products or Services listed on our Website may be incorrectly priced. We will normally verify prices as part of our Acceptance procedure so that, where a Product or Service's correct price is less than our stated price, we will charge the lower amount when accepting your Order and dispatching the Product to you (if applicable). If a Product or Service's correct price is higher than the price stated on our Website, we will normally either contact you for instructions before sending the Product or supplying the Service to you, or reject your Order and notify you of our rejection. We are under no obligation to provide the Product or Service to you at the incorrect (lower) price, even after we have sent you our Acceptance, if the pricing error is obvious and unmistakeable and could have been reasonably recognised by you as a mispricing.

    If you fail to make any payment by the due date then, in addition to any other right or remedy available to us, we will be entitled to:

    • cancel the Contract or suspend the performance of any Services; and
    • take any payment made by you against such of the Products and Services as we may think fit; and
    • exercise our legal right to claim interest under any applicable law or statute, for example, the Late Payment of Commercial Debts (Interest) Act 1998 and subsidiary legislation (as amended from time to time) together with compensation for debt recovery costs.
  7. Availability and delivery of Products and Services

    We aim to fulfil your Order imediatley or if not, within a reasonable period following your Order, unless there are exceptional circumstances. If we cannot fulfil your Order within a reasonable period, we will inform you at the time you place the Order by a note on the relevant web page or by contacting you directly after you place your Order. Time is not of the essence of the Contract, which means we will aim to fulfil your Order within any agreed timescales but this is not an essential term of the Contract and we will not be liable to you if we do not do so.

  8. Returns and cancellations

    We want you to be completely satisfied with the Products or Services you order from our Website. If you need to speak to us about your Order, then please contact customer care on 0845 111 66 66 (calls cost 2p per minute plus your phone company’s access charge), or by email at customer.care@ProForecast.comor write to us at our address (see section 1 above). You may cancel an Order that we have accepted or cancel the Contract or return Products to us in accordance with our Returns Policy. If any Specific Terms accompanying the Product or Service contain terms about returning the Product or Service, the returns policy in the Specific Terms will apply.

    Our rights to cancel

    We may cancel your Order and any Contract if you:

    • order Products or Services that become unavailable. If this happens we will let you know the Products or Services are not available and we will try to help you find alternative products or services which meet your needs, but we are not obliged to provide substitute products or services; or
    • do not pay us the price due for the Products or Services by the due date; or
    • are either not able or not authorised to enter into a Contract with us (see section 4 above).

    If we wish to cancel your Order and any Contract for Products or Services, we will contact you first to discuss this.

  9. Handover of responsibility for and ownership of the Products and Services

    Ownership of the Products or Services will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges. If the Products consist of intellectual property, like software or Software As A Service (SaaS) we confer no ownership of the product merely a right to use the Service or Product, we do not transfer ownership of the software or other intellectual property itself.

    Intellectual property rights are, in summary, the rights an owner has to say how certain things like music, films and software may be used. You acknowledge that we (or our licensors, as applicable) own the copyright and any other intellectual property rights in the Products and Services. You may only use the Products and Services in accordance with the Contract and you are not granted any other right or licence in relation to the intellectual property rights in the Products and Services. If a third party successfully claims that our Products or Services breach that third party's intellectual property rights, we will be entitled to replace the Products (or the part in question), re-supply the Services free of charge or, at our discretion, refund to you the price of the Products or the Services (or a proportionate part of the price), but we are not accountable to you in any other way. In particular, we will not be responsible for any defects or intellectual property rights claims arising from your customisation of the Products or Services or your other instructions.

  10. Third party Products and Services

    Please note that in some circumstances, we accept Orders for Products or Services as resellers of third party Products and Services. The contract to use those third party Products or Services will be between you and that third party seller, not between you and us, and will be subject to their terms and conditions. They will advise you of the applicable terms and conditions directly, usually when you install or first use their Products or Services. You should read those terms and conditions carefully to check you understand and can comply with them.

    We may also provide links on our Website to the websites of other companies. We do not control those companies and so we cannot promise that third party Products and Services which you purchase through our Website, or from companies to whose website we have provided a link on our Website, will be of satisfactory quality, and we do not give any promise about those companies or their Products and Services. We will notify you when a third party is involved in a transaction, and we may disclose your information related to that transaction to the third party seller.

  11. What happens if things don't go as planned?

    If there are any Specific Terms for the Products or Services, those Specific Terms may set out what happens if things don't go as planned and, if they do, the Specific Terms will take priority over these Terms. If not, this section 11 will apply.

    We will always try to ensure that our Products and Services meet the standards we have promised and that you can use them in your business. However, because of the complexity of the Products and Services we provide, sometimes things may go wrong. If we are at fault, we will always try to resolve any problems we have caused and we accept liability for the following where and to the extent that, such loss or damage is caused by our negligent act or omission, breach or default:

    • death or personal injury
    • direct physical loss or damage to your tangible property up to an amount in total of one hundred and fifty percent (150%) of the total price paid for the Products and/or Services which directly caused that damage to property as set out on your accepted Order (the "Price") or five hundred pounds sterling (£500), whichever is the greater; and
    • direct loss or damage, other than that governed by the two bullet points above or the paragraph immediately below, up to an amount in total of one hundred and fifty percent (150%) of the Price paid.

    However, you understand that we cannot always ensure that ProForecast or its Products or Services are error free and, apart from as set out above, we will not be liable under or in relation to the Contract or its subject matter for any other liability, loss or damage (whether arising due to negligence, breach of contract, misrepresentation, or for any other reason excluding fraudulent misrepresentation (in the unlikely event that this should happen)). This means, for example, that we are not liable for:

    • any inaccuracies, errors or omissions in information on our Website;
    • any loss or damage arising from the use of your credit or debit card on our Website;
    • any delay in providing or failing to supply the Products or Services;
    • any loss of profits, loss of business, loss of anticipated savings, loss of sales or turnover, loss of, or damage to reputation, loss of contract, loss of customers, loss of, or loss of use of any software or data, loss of use of any computer or other equipment or plant, wasted management or other staff time, (in each case whether direct or indirect) or any indirect, consequential loss or damage.
    • Any loss or damage caused by using our Products or Services to either you as our customer or to any third party, such as your client or customer.

    Except as set out in any Specific Terms, we exclude all representations and warranties, express or implied, in relation to the Products and Services to the fullest extent permitted by law.

    You and we agree that should any sentence or paragraph which limits liability contained in the Contract be held to be invalid under any applicable legislation or rule of law, it will be deemed deleted, but if as a result of it being deleted we become liable for loss or damage which would otherwise have been excluded or limited, our liability will be subject to the other applicable limitations and provisions set out in these Terms.

    If you buy any Product or Service from a third party seller through our Website, the seller's liability will be set out in the seller's relevant terms and conditions.

  12. Confidential information

    Please be aware that, with the exception of credit card numbers and the information we specifically request of you to enable us to enter into a Contract with you, we do not wish to receive any information of a confidential or proprietary nature from you through our Website. Any such information you to send to us will be deemed by us not to be confidential in nature and you will have granted us an irrevocable licence to use, display, modify, transmit or distribute such information in any manner we decide. To learn more about how we deal with personal information, such as names and addresses, see our Privacy Policy.

  13. Export restrictions

    If you order Products from us for delivery/use outside the UK, you agree to comply with all applicable international and national laws that apply to the Products. We will not be liable for any breach of any laws or regulations of the country in which are you receiving the Products.

    You may be subject to import duties and taxes, which are levied once the package reaches the specified destination. You will be responsible for any import duties and taxes or any additional charges for customs clearance. Customs policies vary widely from country to country, so you should contact your local customs office for further information.

  14. Events outside our control

    Sometimes things happen that are outside our reasonable control, for example, acts of God, adverse weather conditions, strikes and industrial action and failure of our suppliers. Because these things are outside our reasonable control, we will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by such events. Our performance under any Contract will be suspended for the period of time that the event occurs and we will have an extension of time for performance for the duration of that period of time. We will, of course, try to find a solution to help us to perform the Contract wherever possible.

  15. General

    These Terms and any document expressly referred to in them constitute the whole agreement between you and us and supersede any prior agreement, understanding or arrangement between you and us, relating to the subject matter of any Contract. You and us acknowledge that, in entering into a Contract, neither you or us relies on any statement, representation, undertaking or promise of any person ("Representation"), except as expressly stated in these Terms. Both you and us agree that the only rights and remedies available to you and us arising out of or in connection with any Representation, will be for breach of contract as provided in these Terms, although this does not limit or exclude any liability for fraud.

    Any notice which is given under these Terms or a Contract will be given either by Electronic Communication (which, if the notice is given by us, includes by posting notices on our Website), or if by you, by pre-paid recorded delivery, addressed to us at the address in these Terms (see section 1 above) and, if by us, by first class post addressed to you at the address on your Order. Legal proceedings must be served by first class post or pre-paid recorded delivery only and, if to us, addressed to our Legal Team.

    Any Electronic Communication, including your Order, our acknowledgement of receipt of your Order and our Acceptance will be deemed to be received when the party to whom the Electronic Communication is addressed is able to access it.

    If a court or other competent authority rules that any of these Terms or the provisions of a Contract are void or unenforceable in whole or part, the other Terms or provisions of the Contract and the remainder of the void or unenforceable Term or provision of the Contract will still be valid.

    If we fail to exercise or delay in exercising a right or remedy provided by these Terms or by the Contract or by law that does not mean we give up those or any other rights or remedies. We reserve the right to exercise those rights or remedies in the future.

    Any Contract is binding on you and us and on our respective successors or assigns. You may not transfer a Contract, or any of your rights or obligations arising under it, to any other person without our prior written consent. We may transfer a Contract, or any of our rights or obligations arising under it, to any other person at any time during the term of the Contract.

    We may perform any of our obligations or exercise any of our rights ourselves or through any third party provider.

    A person who is not a party to these Terms or a Contract will have no right in relation to them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

    If you are a Consumer, your statutory rights are not affected by these Terms or the terms of a Contract.

    These Terms and any Contract will be governed by and construed in all respects in accordance with English law. We and you agree that the English courts will have exclusive jurisdiction to settle any claims or proceedings relating to these Terms and any Contract or its subject matter.

    Thank you for using our Website to purchase Products or Services.

Terms of use

About these terms of use

These terms of use (together with the documents referred to in it) tells you the terms of use on which you may make use of our website www.proforecast.com (“our site”).

Please read these terms carefully before you start using our site, as these will apply to your use of our site and form a legal agreement between you and us in relation to your access and use of our site. By accessing our site you are deemed to have accepted these terms of use and you agree to comply with them. If you do not agree to them you must not use our site.

These terms of use refer to our Privacy Policy which also applies to your use of our site. Our Privacy Policy sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our site, you consent to such processing and warrant that all data provided by you is accurate.

We have tried to ensure that our site is as accessible as possible. This means that as many people as possible can find the information they need.

About us

The ProForecast Limited is a private limited company registered in England and Wales under company registration number 8504280 and with its registered office at 9 Austin Boulevard, Quay West, Sunderland, SR5 2AL (“Company” or “us” or “we” or “our”).

Please see our Contact Us section for more information.

Changes to the terms of use and our site

We may change these terms of use from time to time and when we do, we will always update the terms of use on our site, so please try to read them frequently to see any updates or changes. If you continue to use our site after any changes are made, you are deemed to have accepted them. These terms of use were last updated on 04 January 2017.

We may update our site from time to time, and may change the content at any time. Our site is intended to be useful and informative, however, please note that although we take steps to ensure all information we provide on our site is accurate and up to date at the time of the last update, we do not promise that it will be correct and complete or free from errors or omissions at any given time, and we are under no obligation to update it.

We will try to ensure that our site is always available to you but we have to be realistic and so we do not promise or guarantee that our site or any content on it will be continuously available. From time to time, we may restrict access to some or all parts of our site and we may suspend, withdraw, discharge or change all or part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.

We also do not promise that your use of our site will be uninterrupted or error-free, or that our site and server will be free from attack (e.g. viruses). We recommend that you use your own appropriate virus checking software.

Acceptable use of our site

We are pleased to provide our site to you for use but you must use our site in an acceptable way. We take steps to ensure it is available to permitted users, including disabled users.

It is impossible to provide an exhaustive list of exactly what constitutes acceptable and unacceptable use of our site. In general we will not tolerate any use of our site which damages or is likely to damage our reputation, the availability or integrity of our site or which causes us or threatens to cause us to incur any legal, tax or regulatory liability.

We want to make our site a safe and rewarding experience, so we have set out more detail and some examples on unacceptable use below.

As you might expect, you may only use our site for lawful purposes. For example, you must not use our site:

  • In any way that breaches any applicable local, national or international law or regulation;
  • In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
  • To send any unsolicited or unauthorised advertising or promotional material or any other form of unsolicited communications (spam); or
  • To transmit any data, send or upload any material that contains any harmful programs, such as viruses, Trojan horses, worms or time bombs.

You also agree not to:

  • Reproduce, duplicate, copy or re-sell any part of our site; or
  • Access without authority, interfere with, damage or disrupt our site, or any related equipment, network or software.

We also ask that you comply with any relevant notices, policies and terms imposed by third parties whose websites, products or services you access through our site.

Interactive services

We may from time to time provide interactive services on our site. If we do provide any interactive service, we will provide clear information to you about the kind of service offered.

We will do our best to identify any possible risks to our users from third parties where they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site.

If we decide to moderate or monitor an interactive service, we will normally provide you with a means to contact the moderator, should you need to do so.

Our interactive services are not intended for use by children. Parents and guardians should not permit their children to use our interactive services, as these are only intended for use by businesses.

If you use our interactive services, you will also need to understand and comply with our content standards below.

Content Standards

If you contribute material to our site, you agree that any material you contribute will:

  • Comply with all applicable laws and regulations;
  • Be factually accurate and/or will represent genuinely held belief or opinion;
  • Not be defamatory, offensive, hateful or inflammatory; and
  • Not infringe confidentiality, or any copyright or other intellectual property rights of another person or third party.

You also agree and consent that we can use any content that you contribute to our site whenever and wherever we think appropriate, including in any publications or marketing materials.

We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our site.

Our suspension and termination rights

We reserve the right to suspend the use of our site generally or block your access to any part of our site and/or suspend or terminate your rights to use our site or any part of it if we suspect misuse or any breach of these terms of use. We reserve the right to report any misuse of our site to any relevant authorities and to our advisors and to take any legal action against you to recover any loss we have suffered due to your actions. We further reserve the right to disclose any evidence we have which relates directly or indirectly to misuse.

Links to and from our website

You are allowed to establish links to our site providing you obtain our prior written consent. Links must only be made to the home page of our site and you are not entitled (nor shall you assist others) to set up links from your own website to our site by deep-linking, framing or otherwise, without our prior written consent. We reserve the right to withdraw our consent at any time at our absolute discretion, and without the need to provide a reason.

Where our site provides links to other websites and resources provided by third parties, these links are provided for your information only. We have no control over, and are not responsible for, the content, use by you or availability of those third party websites, for any product or services you purchase through those websites or for the treatment of any personal information you provide to any third party.

The products, services and websites of third party providers made available via our site are owned and operated by independent third parties. While we may co-brand these products or services with our own, we do not endorse those products or services or warrant the accuracy or reliability of any information provided to you by such third parties. In particular, we do not warrant or guarantee that you will be satisfied with the products and/or services supplied by third parties and you should make whatsoever enquiries you feel are necessary before proceeding with any such transactions.

If you access and use other ProForecast websites or microsites from our, separate terms will apply to your use of such site. Therefore please ensure you read and agree to any such separate terms before using other ProForecast sites and microsites.

Intellectual property rights

The design and content of our site, and the material published on it, is protected by copyright and is owned by us and our licensors. All such rights are reserved. We and our licensors retain the exclusive right to authorise or prohibit the direct or indirect, temporary or permanent reproduction of our site by any means and in any form, in whole or in part, and to make our site available to the public, and to distribute any copyright protected material in our site (including without limit, any online software or courses). You agree not to copy, adapt, alter or create any derivative work from any material on our site, or to restrict or inhibit the use or enjoyment of our site by anyone else.

We own various trademarks and registered trademarks (the “marks”). You may not use these marks, and/or any third party trademarks that appear on our site, other than as permitted by prior written licence from us, the licensor or by law. In particular, but without limitation, you may not use the marks as meta-tags nor may you sponsor them in search engines. All goodwill in your legitimate use of the marks shall accrue to us. Please notify us immediately if you become aware of any infringement of the marks.

All other intellectual property rights in the site are the property of us or our licensors. We may grant you express permissions relating to the use of material on our site from time to time but except where we do so, nothing in these terms or on our site confers any license or right to use any material on our site without the prior written approval of us or our licensors.

Registration and Passwords

We may require you to register before we provide any non-chargeable services via our site. When you register, you agree to provide true, accurate, up to date and complete information as required by the relevant registration form made available to you via our site.

If at any time you choose, or we provide you with a password, a user identification code or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to a third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any provisions of these terms of use.

If you know or suspect that anyone other than you know your identification code or password, you must promptly notify us via our Contact Us page.

Cookies

We use cookies on our site (which are small text files that allow our site to “remember” who you are). Further information about cookies, how we use them to store and access information about you and how you can choose to reject cookies can be found in our Privacy Policy.

Privacy and your personal information

Our site includes areas where you are requested to input information about yourself. Any personal data you submit to us through the site shall be subject to the terms of our Privacy Policy which also forms part of these terms of use.

What happens if things don’t go as planned?

We will always try to ensure our site and the material on it meets the standards we have promised and that you can use our site as intended in relation to your business. However, because of the nature of our site and the wide range of information we provide, sometimes things may go wrong. If we are at fault, we will always try to resolve any problems we have caused, but unfortunately we will not compensate you for any loss or damage you might suffer (of any nature and however caused) in connection with:

  • Our site; or
  • Your use, inability to use, or result of your use of our site, any websites linked to our site and any materials posted on our site; or
  • The use of (or any inability to use) any interactive service on our site, whether the service is moderated or not.

We assume no responsibility for the content of websites linked to our site. Such links should not be interpreted as endorsed by us. We will not be liable for any loss or damage that may arise from your use of such websites.

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.

We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or in any website linked to it.

Of course, this does not affect our liability for death or personal injury arising from our negligence or our liability for fraud (including fraudulent misrepresentation) in the unlikely event that this should happen. Or any other liability which we are not allowed to limit or exclude at law.

General

If a court or other competent authority rules that any of these terms are void or unenforceable in whole or in part, the other terms and the remainder of the void or unenforceable term will still be valid.

If you are a consumer, your legal rights are not affected by these terms.

If we fail to exercise, or delay in exercising a right or remedy provided by these terms of use or by law that does not mean we give up those or any other rights or remedies. We reserve the right to exercise those rights or remedies in the future.

These terms and the use of this site and its content shall be governed by and construed in all respects in accordance with English law. We and you agree that the English courts shall have non-exclusive jurisdiction to settle any claims or proceedings relating to these terms or their subject matter.

If you need to get in touch?

If you would like to contact us about our site or any material on it, please visit our Contact Us page.

Thank you for visiting our site.

Privacy Policy and Cookies Last updated: January 2017

Please read our privacy notice carefully as it describes our collection, use, disclosure, retention and protection of your personal information. This notice applies to any website, application or service which references this privacy notice. Where you provide us with your personal information in any of the ways described in paragraph 2 below, you agree that we may use it as described in this privacy notice.

  1. Who we are

    We are ProForecast Limited a private company incorporated in England (company registration number 8504280 whose registered office is at 9 Austin Boulevard, Quay West, Sunderland, SR5 2AL. We are registered on the Information Commissioner’s Office Register of Data Controllers under registration number ZA225388.

    ProForecast Limited is your data controller and is responsible for the collection, use, disclosure, retention and protection of your personal information.

    In this privacy notice "we", "our" and "ProForecast" each mean your data controller.

  2. How we collect information

    We will collect information about you and any other party whose details you provide to us when you:

    • register to use our websites, applications or services (including free trials); this may include your name, address, email address and telephone number. We may also ask you to provide additional information about your business and your preferences;
    • place an order using our websites, applications or services; this may include your name (including business name), address, contact (including telephone number and email address) and payment details;
    • complete online forms (including call back requests), take part in surveys, post on our message boards, post any blogs, enter any competitions or prize draws, download information such as white papers or other publications or participate in any other interactive areas that appear on our website or within our application or service;
    • interact with us using social media;
    • provide your contact details to us when registering to use or accessing any websites, applications or services we make available or when you update those details; and
    • contact us offline, for example by telephone, fax, SMS, email or post.

    We may also collect information from your devices (including mobile devices) and applications you or you users use to access and use any of our websites, applications or services (for example, we may collect the device identification number and type, location information and connection information such as statistics on your page views, traffic to and from the sites, referral URL, ad data, your IP address, your browsing history and your web log information) we will ask for your permission before we do so. We may do this using cookies or similar technologies (as described in paragraph 6 below).

    We may enhance personal information we collect from you with information we obtain from third parties that are entitled to share that information; for example, information from credit agencies, search information providers or public sources (e.g. for customer due diligence purposes), but in each case as permitted by applicable laws.

    If you intend giving us personal information about someone else, you must ensure that beforehand you have their explicit consent to do so and that you explain to them how we collect, use, disclose and retain their personal information or direct them to read our privacy notice.

  3. How we use your information

    You agree that we may use your information to:

    • provide any information and services that you have requested or any applications or services that you have ordered;
    • compare information for accuracy and to verify it with third parties;
    • provide any applications, products, services and information that you have requested from us;
    • manage and administer your use of applications, products and services you have asked us to provide;
    • manage our relationship with you (for example, customer services and support activities);
    • monitor, measure, improve and protect our content, website, applications and services;
    • undertake internal testing of our website, applications, systems and services to test and improve their security and performance. In these circumstances, we would anonymize any information used for such testing purposes;
    • provide you with any information that we are required to send you to comply with our regulatory or legal obligations;
    • detect, prevent, investigate or remediate, crime, illegal or prohibited activities or to otherwise protect our legal rights (including liaison with regulators and law enforcement agencies for these purposes);
    • contact you to see if you would like to take part in our customer research (for example, feedback on your use of our applications, products and services);
    • deliver targeted advertising, marketing (including in-product messaging) or information to you which may be useful to you, based on your use of our applications and services;
    • deliver joint content and services with third parties which whom you have a separate relationship (for example, social media providers); and
    • provide you with location based services (for example, advertising and other personalized content), where we collect geo-location data.

    We may retain information about you after the closure of your ProForecast account, if your application for a ProForecast account is declined or if you decide not to go ahead with it. This information will be held and used for as long as permitted for legal, regulatory, fraud prevention and legitimate business purposes.

    Our website, applications (including mobile applications) and services may contain technology that enables us to:

    • check specific information from your device or systems directly relevant to your use of the websites, applications or services against our records to make sure the websites, applications or services are being used in accordance with our end-user agreements and to troubleshoot any problems;
    • obtain information relating to any technical errors or other issues with our website, applications and services;
    • collect information about how you and users use the functions of the features of our website, applications and services; and
    • gather statistical information about the operating system and environment from which you access our applications or services.

    You can manage your privacy settings within your browser or our applications and services.

    In addition to the purposes described in this paragraph 3, we may also use information we gather to deliver targeted advertising, marketing (including in-product messaging) or information to you which may be useful, based on your use of the website, applications or services or any other information we have about you (depending on the websites, applications or services, you may able to configure these features to suit your preferences). Paragraphs 5 and 6 of this privacy notice provides further details on how we will do this.

    We may monitor and record our communications with you, including e-mails and phone conversations. Information which we collect may then be used for training purposes, quality assurance, to record details about our website, applications and services you order from us or ask us about, and in order to meet our legal and regulatory obligations generally.

    Mobile data

    We may obtain information through mobile applications that you or your users install on their mobile devices to access and use our website, applications or services or which you or your users use to provide other services related to that mobile application (for example, to sync information from our application or service with such mobile application). These mobile applications may be our own mobile applications or those belonging to third parties. Where the mobile application belongs to a third party, you must read that third party’s own privacy notice as it will apply to your use of that third party mobile application. We are not responsible for such third party mobile applications and their use of your personal information.

    Mobile applications may provide us with information related to a user’s use of that mobile application and use of our applications and services accessed using that mobile application. We may use such information to provide and improve the mobile application or our own application or services. For example, activity undertaken within a mobile application may be logged.

    You can configure our mobile application’s privacy settings on your device but this may affect the performance of that mobile application and the way it interacts with our applications and services.

  4. Sharing your information

    We may share your information with:

    • our service providers and agents (including their sub-contractors) or third parties which process information on our behalf (e.g. internet service and platform providers, payment processing providers and those organisations we engage to help us send communications to you) so that they may help us to provide you with the applications, products, services and information you have requested or which we believe is of interest to you;
    • third parties used to facilitate payment transactions, for example clearing houses, clearing systems, financial institutions and transaction beneficiaries;
    • third parties where you have a relationship with that third party and you have consented to us sending information (for example social media sites or other third party application providers);
    • third parties for marketing purposes (e.g. our partners and other third parties with whom we work and whose products or services we think will interest you in the operation of your business activities. For example, financial services organisations (such as banks, insurers, finance providers), payment solutions providers, software and services providers that provide business solutions);
    • credit reference and fraud prevention agencies;
    • regulators to meet ProForecast Limited’s legal and regulatory obligations;
    • law enforcement agencies so that they may detect or prevent crime or prosecute offenders
    • any third party in the context of actual or threatened legal proceedings, provided we can do so lawfully (for example in response to a court order);
    • any third party in order to meet our legal and regulatory obligations, including statutory or regulatory reporting or the detection or prevention of unlawful acts;
    • our own and ProForecast Ltd professional advisors and auditors for the purpose of seeking professional advice or to meet our audit responsibilities;
    • another organisation if we sell or buy (or negotiate to sell or buy) any business or assets; and
    • another organisation to whom we may transfer our agreement with you.

    We may share non-personally identifiable information about the use of our website, applications, products or services publically or with third parties but this will not include information that can be used to identify you.

  5. Marketing

    From time to time, we may use your information to contact you with details about our applications, products and services which we feel may be of interest to you. We may also share your information with our group companies and carefully selected third parties so that they (or we) may contact you with information about their products or services which we feel may be of interest to you. We or they may wish to contact you for this purpose by telephone, post, SMS or email. You have the right at any time to stop us from contacting you for marketing purposes. You may also request at any time that we do not share your information with third parties referred to in this paragraph. If you wish to exercise these rights you can do so by selecting your contact preferences at the point where you provide us with your details information on our websites, applications or services, using any preference centres we give you access to or by sending us an email to marketing@proforecast.com you can also unsubscribe from any email marketing using the links provided in the emails we send to you.

    Third party platform advertising

    We may share your information with third party platform providers (such as Facebook, Google and Twitter) to serve targeted advertising/content to you via the relevant third party platform based on your profile/interests. Your information is used by the third party platform provider to identify your account and serve advertisements to you. You can control what advertisements you receive via the privacy settings on the relevant provider’s platform and you should consult the third party’s help/support center for more information.

  6. Cookies, Analytics and Traffic Data

    Cookies are small text files which are transferred from our websites, applications or services and stored on your device. We use cookies to help us provide you with a personalised service, and also to help make our websites, applications and services better for you.

    Our cookies may be session cookies (temporary cookies that identify and track users within our websites, applications or services which are deleted when you close your browser or leave your session in the application or service) or persistent cookies (cookies which enable our websites, applications or services to “remember” who you are and to remember your preferences within our websites, applications or services and which will stay on your computer or device after you close your browser or leave your session in the application or service).

    Description Purpose
    Google Analytics Google Analytics uses "cookies", which are text files placed on your computer, to help the website analyse how users use the websites, applications or services. The information generated by the cookie about your use of the websites, applications or services (including your IP address) will be transmitted to and stored by Google on servers in the United States. Google will use this information for the purpose of evaluating your use of the websites, applications or services compiling reports on website activity for website operators and providing other services relating to website activity and internet usage. Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google's behalf. Google will not associate your IP address with any other data held by Google. You may refuse the use of cookies by selecting the appropriate settings on your browser or within the application, however please note that if you do this you may not be able to use the full functionality of this website. By using our websites, applications or services you consent to the processing of data about you by Google in the manner and for the purposes set out above. To find out more, see “How Google uses data when you use our partners' sites or apps”, (located at www.google.com/policies/privacy/partners/, or any other URL Google may provide from time to time)
    How to disable cookies

    You may be able to configure your browser or our website, application or service to restrict cookies or block all cookies if you wish, however if you disable cookies you may find this affects your ability to use certain parts of our website, applications or services. For more information about cookies and instructions on how to adjust your browser settings to accept, delete or reject cookies, see the Internet Advertising Bureau website www.youronlinechoices.co.uk.

  7. Your information

    If we hold any information about you which is incorrect or if there are any changes to your details please let us know by so that we can keep our records accurate and up to date. If you would like to update your records or see a copy of the information that we hold about you, you can contact us at Data Protection Officer, ProForecast Limited, 9 Austin Boulevard, Quay West, Sunderland, SR5 2AL or by email to information@proforecast.com

    If you request a copy of your information you will need to pay the applicable statutory fee.

    If you withdraw your consent to the use or of your personal information for purposes set out in our privacy notice, we may not be able to provide you with access to all or parts of our website, applications, and services.

    We will retain your personal information for the duration of our business relationship and afterwards for as long as is necessary and relevant for our legitimate business purposes or to comply with applicable laws and regulation. Where we no longer need your personal information we will dispose of it in a secure manner (without notifying with you).

  8. Changes to our privacy notice

    We may change our privacy notice from time to time. We will always update the privacy notice on our website, so please try to read it when you visit the website (the ‘last updated’ reference tells you when we last updated our privacy notice).

  9. Security and storage of information

    We will keep your information secure by taking appropriate technical and organisational measures against its unauthorized or unlawful processing and against its accidental loss, destruction or damage. We will do our best to protect your personal information but we cannot guarantee the security of your data which is transmitted to our website, applications or services or to other website, applications and services via an internet or similar connection. If we have given you (or you have chosen) a password to access certain areas of our websites, applications or services please keep this password safe – we will not share this password with anyone.

    If you believe your account has been compromised, please contact us at information@proforecast.com

    Transfers outside of Europe

    Personal data in the European Union is protected by data protection laws but other countries do not necessarily protect your personal data in the same way.

    Our website and some of our applications or services or parts of them may also be hosted in the United States and this means that we may transfer any information which is submitted by you through the website or the application or service outside the European Economic Area (which means all the EU countries plus Norway, Iceland and Liechtenstein) (“EEA”) to the United States or to other territories outside of the EEA. When you send an email to us, this will also be stored on our email servers which are hosted in the United States.

    We may use service providers based outside of the EEA to help us provide our website, applications and services to you (for example, platform and payment providers who help us deliver our applications and services, or advertising or execute your payments) and this means that we may transfer your information to service providers outside the EEA for the purpose of providing our applications, advertising and services to you.

    We take steps to ensure that where your information is transferred outside of the EEA by our service providers and hosting providers, appropriate measures and controls in place to protect that information in accordance with applicable data protection laws and regulations. For example, we may share information with our group companies or affiliates based outside the EEA for the purposes envisaged by this privacy notice. All ProForecast group companies are subject to ProForecast Limited’s group data protection policies designed to protect data in accordance with EU data protection laws.

    By using our website, products or services or by interacting with us in the ways described in this privacy notice, you consent to the transfer of your information outside the EEA in the circumstances set out in this privacy notice. If you do not want your information to be transferred outside the EEA you should not use our website, applications or services.

  10. Other sites and social media

    If you follow a link from our website, application or service to another site or service, this notice will no longer apply. We are not responsible for the information handling practices of third party sites or services and we encourage you to read the privacy policies appearing on those sites or services.

    Our websites, applications or services may enable you to share information with social media sites, or use social media sites to create your account or to connect your social media account. Those social media sites may automatically provide us with access to certain personal information retained by them about you (for example any content you have viewed). You should be able to manage your privacy settings from within your own third party social media account(s) to manage what personal information you enable us to access from that account.

  11. Further information

    If you would like further information about data protection, or if you would like to view the register of Data Controllers, you can visit the Information Commissioner’s site at www.ico.org.uk.

Environmental Policy

The Environmental Policy covers all aspects of ProForecast Ltd’s operations - from good housekeeping measures, such as using both sides of paper prior to recycling, to ensuring that investments made are environmentally sound. The policy also commits us to promoting suppliers and services that adhere to environmentally sound ways of operating.

All staff must have access to this Environmental Policy through the policy folder. The Environmental Policy should be regularly referred to in decision making through team meetings that involve the 3Rs ­ Reduce, Re­use and Recycle. It is to be included during the induction of new staff, board members and volunteers. ProForecast Ltd practices the principles of the 3Rs:

  1. Reduce waste where possible by thinking about what we buy and how we use it.

    • Non­essential documents and emails will not be printed.
    • We will annually review which internal documents and external publications are essential, if they are not they will be cancelled thus reducing waste and saving money.
    • We will endeavor to avoid disposable cups and food packaging bought by the office for events.
    • We will try to ensure that all printing and photocopying is done on double-sided paper.
  2. Reuse wherever possible by trying to find a second life for items especially paper and office stationery.

    • Scrap paper will be used in printers, fax machines, for taking messages and for writing notes or draft copies of documents.
    • Envelopes and packaging will be reused where possible.
  3. Recycle as the least preferred option of the 3Rs

    ProForecast will have a nominated person who will have the responsibility to recycle paper, cardboard, toner cartridges and inkjets will also be recycled.

    If office furniture or IT equipment is being replaced, then ProForecast will seek to have those items reused or recycled.

    Recycled paper

    ProForecast will endeavor to comply by switching all publications and general office papers to 100% post­consumer waste recycled papers, any additional purchasing costs will be balanced against reduced consumption.

    Fair Trade

    ProForecast Ltd’s will seek to purchase fair traded and environmentally sound goods.

    Travel

    ProForecast will promote the use of cycling and walking to local meetings. We will also encourage the use of public transport for journeys.

    Energy

    ProForecast will seek to minimize the use of energy in its activities. Over time electric light bulbs will be replaced with those that are more energy efficient. Lights and equipment will be switched on only when needed and not out of routine. Heating will be kept to a minimum and the thermostat will be regularly checked to ensure it is not set too high, thereby promoting the need to open windows.

    The environmental policy will be reviewed annually. All aspects of the policy are monitored as an on-going practice. An annual review will be carried out by the management committee.


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