BUILDINGWORKS™

SUBSCRIPTION TERMS & CONDITIONS

VERSION 1.5, 27th March 2018

  1. DEFINITIONS & INTERPRETATION

 

  • Definitions: The definitions and rules of interpretation in this clause apply in this Agreement.
  • “Authorised Users”: those named employees, agents and independent contractors of the Customer who are authorised by the Customer to use the BuildingWorks Services, as further described in clause 2.

“BuildingWorks Application”: means the desktop software application (or any part of it) providing the Customer with access to the Subscribed Modules via the BuildingWorks Services.

“BuildingWorks Services”: means the subscription services provided by Integro to the Customer under this Agreement which enables the Authorised Users to access the Subscribed Modules, Documentation and Support Services (or any part of them).

  • “Business Day”: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  • “Customer”: the person identified in the Order Form.
  • “Customer Data”: data (including personal data, as defined in clause 1) inputted into the BuildingWorks Application by the Customer and/or Authorised Users and/or Integro on the Customer’s behalf.
  • “Documentation”: the documentation made available to the Customer by Integro online and/or within the BuildingWorks Application which sets out user instructions for the Subscribed Modules.
  • “DPA 1998”: the Data Protection Act 1998.
  • “Effective Date”: the date of this Agreement.
  • “GDPR”: Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
  • “Integro”: Integro Construction Software Limited, a private company incorporated and registered in England and Wales under company number 08673555 having its registered office at Future Space, North Gate (UWE), Filton Road, Stoke Gifford, Bristol, BS34 8RB.
  • “Initial Subscription Fee”: the initial monthly or annual fee payable by the Customer for the BuildingWorks Services as set out on the Order Form.
  • “Initial Subscription Period”: the initial period of the Customer’s subscription to the BuildingWorks Services as set out on the Order Form.

“Normal Business Hours”: 9am to 5.30pm local UK time, each Business Day.

“Order Form”: means the software order form attached to this Agreement or made available or provided by Integro to the Customer.

  • “Renewal Period”: the period described in clause 1.

“Subscription Commencement Date”: the date on which the Subscribed Modules are activated or the date on which the Premium Trial (as defined in clause 5.1) expires (as applicable), whichever is earlier.

“Subscription Fees”: the fees payable by the Customer in respect of the BuildingWorks Services as set out on the Order Form or from time to time payable by the Customer in the event that additional Authorised Users or Subscribed Modules are requested by the Customer.

  • “Subscribed Modules”: the modules which the Customer opts to include within the scope of its subscription to the BuildingWorks Services as set out on the Order Form (or as requested by the Customer from time to time).
  • “Subscription Period”: has the meaning given in clause 1 (being the Initial Subscription Period together with any subsequent Renewal Periods).
  • “Support Services”: means the standard email, telephone and remote access support and updates provided by Integro to the Customer as part of the BuildingWorks Services.
  • “Support Services Policy”: Integro’s policy for providing the Support Services as made available at help.getbuildingworks.com or such other website address as may be notified to the Customer from time to time.

“Terms”: means these terms and conditions, as may be amended from time to time pursuant to clause 16.2.

  • “Trial Modules”: the modules which the Customer selects to trial from time to time in accordance with clause 5.
  • “User Subscriptions”: the user subscriptions purchased by the Customer pursuant to clauses 4 and 1 which enable one or more Authorised Users to access and use the BuildingWorks Services.
  • “Virus”: any thing or device which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; or access to or the operation of any programme or data, including the reliability of any programme or data; or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
    • Interpretation: In this Agreement the following rules of interpretation apply:
      • A reference to this Agreement is a reference to these Terms as varied or novated (in each case, other than in breach of these Terms) from time to time.
      • Clause headings shall not affect the interpretation of this Agreement.
      • A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
      • A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
      • Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
      • A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement and shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
      • Any obligation on the Customer not to do something includes an obligation not to allow that thing to be done.
      • Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
      • A reference to writing or written includes e-mail but not fax.

 

  1. ACCEPTANCE OF THESE TERMS

 

Acceptance of these Terms will be deemed to be given on the first to occur of the Customer:

  • returning a signed copy of the Order Form;
  • submitting the online Order Form;
  • completing Integro’s direct debit mandate in respect of the BuildingWorks Services;
  • paying the Initial Subscription Fee by credit or debit card;
  • using the BuildingWorks Application (including during any Standard Trial or Premium Trial, as defined in clause 1).

 

  1. USER SUBSCRIPTIONS

 

  • Subject to the Customer purchasing the relevant number of User Subscriptions, the restrictions set out in this clause 3 and the other terms and conditions of this Agreement, Integro hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to access and use the BuildingWorks Services during the Subscription Period solely for the Customer’s internal business operations.
  • A User Subscription shall entitle one named Authorised User nominated by the Customer at any time to access and use the BuildingWorks Services for a period of time allocated by the Customer, after which it may be used by any other named Authorised User nominated by the Customer. If the Customer requires more than one Authorised User to access and use the BuildingWorks Services at the same time, then it must purchase multiple User Subscriptions. Each User Subscription must be authenticated online via the BuildingWorks Application. Unless the Authorised User confirms that they no longer require access to the BuildingWorks Services within the BuildingWorks Application or the period of access specified by the Customer expires, User Subscriptions may only be assigned to other Authorised Users by Integro on request and subject to payment of an additional charge at Integro’s discretion.
  • In relation to the Authorised Users, the Customer undertakes that:
    • it will not allow or suffer any User Subscription to be used by anyone other than the Authorised User; and
    • each Authorised User shall keep his password for use of the BuildingWorks Services confidential.
  • The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
    • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    • facilitates illegal activity;
    • depicts sexually explicit images;
    • promotes unlawful violence;
    • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
    • in a manner that is otherwise illegal or causes damage or injury to any person or property;

and Integro reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

  • The Customer shall not:
    • except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement, attempt to:
      • copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute the BuildingWorks Application and/or Documentation in any form or media;
      • reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form the BuildingWorks Application;
    • access the BuildingWorks Application in order to build a product or service which competes with the BuildingWorks Services;
    • use the BuildingWorks Application and/or BuildingWorks Services to provide services to third parties;
    • without Integro’s prior written consent and subject to payment of an additional charge, permit the BuildingWorks Application and/or BuildingWorks Services to be used for the purposes of providing estimation services to third parties other than the Customer’s clients;
    • subject to clause 8, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the BuildingWorks Application and/or BuildingWorks Services available to any third party except the Authorised Users; or
    • attempt to obtain, or assist third parties in obtaining, access to the BuildingWorks Application and/or BuildingWorks Services, other than as provided under this clause 3.
  • The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the BuildingWorks Services and, in the event of any such unauthorised access or use, promptly notify Integro.
  • The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

 

  1. ADDITIONAL USER SUBSCRIPTIONS & SUBSCRIBED MODULES

 

  • The Customer may, from time to time during the Subscription Period, purchase additional User Subscriptions and/or Subscribed Modules at the then current rates charged by Integro. If the Customer wishes to purchase additional User Subscriptions and/or Subscribed Modules, the Customer shall contact Integro by phone or amend their subscription through the website getbuildingworks.com.
  • If additional User Subscriptions and/or Subscribed Modules are purchased by the Customer part way during any month of the Subscription Period, the Subscription Fees shall be pro-rated for that month.

 

 

 

  1. TRIAL MODULES

 

  • The Customer may, either before purchasing any User Subscriptions or from time to time during the Subscription Period (as appropriate), be permitted to activate Trial Modules within the BuildingWorks Application which will enable the Customer or Authorised Users (as appropriate) to trial the functionality of the Trial Modules (which may be limited) for a period of either 14 days (“Standard Trial”) or 30 days (“Premium Trial”), subject to these Terms.
  • In the case of a Standard Trial, no billing details will be required and the Customer’s access to the Trial Modules will cease automatically upon expiry of the Standard Trial.
  • In the case of a Premium Trial, the Customer will be required to provide billing details to Integro and the Trial Modules shall automatically become Subscribed Modules upon expiry of the Premium Trial and the Customer shall be obliged to pay the Subscription Fees for the BuildingWorks Services including those Subscribed Modules at the rates applicable on the date when the Premium Trial commenced, unless the Customer confirms cancellation by phone at any time during the Premium Trial (up until 5pm on the last Business Day of the Premium Trial). At least one email reminder will be sent to the Customer before expiry of the Premium Trial (receipt of which will be deemed to have occurred within one hour of being sent, even if the Customer claims not to have received it for any reason). Unless otherwise agreed, the Initial Subscription Period in respect of any Trial Modules which become Subscribed Modules shall be a minimum of 12 months (or such longer period as the Customer may request) or, if purchased during the Subscription Period, pro-rated for the remainder of the Subscription Period.
  • Integro shall not be obliged to provide the Customer with copies of any files or documents uploaded to or produced using any Trial Modules where they do not become Subscribed Modules.
  • Access to any Trial Modules shall be at Integro’s sole discretion, in particular, where the Customer has registered for a Standard Trial and/or Premium Trial in respect of the same Trial Module on more than one occasion (whether or not using the same email address).

 

  1. BUILDINGWORKS SERVICES

 

  • Integro shall, during the Subscription Period, provide the BuildingWorks Services to the Customer on and subject to the terms of this Agreement.
  • Integro shall use commercially reasonable endeavours to make the BuildingWorks Services available 24 hours a day, seven days a week, except for any emergency maintenance which cannot be avoided or maintenance performed outside Normal Business Hours, provided that Integro has used reasonable endeavours to give the Customer at least three Normal Business Hours’ notice in advance.
  • Integro will, as part of the BuildingWorks Services and at no additional cost to the Customer, use its reasonable endeavours to provide the Customer with the Support Services during Normal Business Hours in accordance with Integro’s Support Services Policy in effect at the time that the Support Services are provided. Integro may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at Integro’s then current rates.

 

  1. DATA PROTECTION

 

  • In this clause 7, the terms controller, processor, personal data, processing and process shall, before 25 May 2018, have the meanings given in section 1 of the DPA 1998 and on and after 25 May 2018, the meanings given in article 4(1) of the GDPR.
  • If and to the extent that Integro processes any Personal Data on the Customer’s behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and Integro shall be a data processor and Integro agrees and undertakes that it shall:
    • only process personal data as contemplated by this Agreement and only on the Customer’s written instructions (provided that if Integro is required to process personal data by law it shall, where permitted, inform the Customer of such legal requirement before processing any personal data for such purposes);
    • ensure that each person authorised by Integro to process personal data is informed of the confidential nature of the personal data and has entered into a written agreement with Integro imposing confidentiality obligations on them; and
    • implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk of processing personal data under this Agreement and to safeguard against the unauthorised or unlawful processing of personal data and against the accidental loss or destruction of, or damage to, personal data.
  • The Customer acknowledges and agrees that:
    • Integro shall be generally authorised to engage third parties in connection with its processing activities under this Agreement (sub data processor), provided that:
      • Integro enters into a written agreement with each sub data processor on terms which are substantially the same as, and not less onerous than, those set out in this clause 9 and as required by the GDPR;
      • Integro shall remain responsible to the Customer for the performance of its obligations under this Agreement notwithstanding the appointment of any sub data processor and shall be liable for the acts, omissions and neglects of each sub data processor; and
      • in the event that Integro wishes to make any changes concerning the addition or replacement of any sub data processor, it shall give the Customer not less than 60 days’ written notice of the proposed change including details of the identity of such sub data processor and a description of the nature and extent of the processing to be undertaken by them and if the Customer objects to such change, it shall notify Integro with the grounds for such objection in writing and the parties shall use their respective reasonable endeavours to address and resolve those grounds of objection failing which this Agreement may be terminated by Integro.
    • personal data may be transferred or stored by Integro and its sub data processors outside the EEA or the country where the Customer and the Authorised Users are located in order to provide the BuildingWorks Services and perform Integro’s other obligations under this Agreement and the Customer shall ensure that it is entitled to transfer the relevant personal data to Integro so that Integro may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer’s behalf.
  1. INTEGRO’S OBLIGATIONS

 

  • Integro undertakes that the BuildingWorks Application will perform substantially in accordance with the Documentation and that the Support Services will be provided with reasonable skill and care.
  • The undertaking at clause 1 shall not apply to the extent of any non-conformance which is caused by use of the BuildingWorks Services contrary to Integro’s instructions, or modification or alteration of the BuildingWorks Application by any party other than Integro or Integro’s duly authorised contractors or agents. If the BuildingWorks Services do not conform to the foregoing undertaking, Integro will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 8.1.

 

  • Notwithstanding the foregoing, Integro:
    • does not warrant that the Customer’s use of the BuildingWorks Application will be uninterrupted or error-free; or that the BuildingWorks Services or the information obtained by the Customer through the BuildingWorks Services will meet the Customer’s requirements;
    • does not warrant that any pricing information provided to the Customer is accurate or up-to-date; and
    • is not responsible for any delays, delivery failures, loss of functionality or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the BuildingWorks Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
  • This Agreement shall not prevent Integro from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

 

  1. CUSTOMER’S OBLIGATIONS

 

  • The Customer shall:
    • provide Integro with:
      • all necessary co-operation in relation to this Agreement; and
      • all necessary access to such information as may be required by Integro;

in order to provide the BuildingWorks Services, including but not limited to Customer Data, security access information and configuration services;

  • comply with all applicable laws and regulations with respect to its activities under this Agreement;
  • ensure that the Authorised Users use the BuildingWorks Services in accordance with these Terms and shall be responsible for any Authorised User’s breach of this Agreement;
  • ensure that any device used by the Authorised Users to access the BuildingWorks Application and its network and systems comply with the relevant specifications provided by Integro from time to time; and
  • be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Integro’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

 

  1. CHARGES AND PAYMENT

 

  • The Customer shall pay the Subscription Fees to Integro for the User Subscriptions in accordance with this clause 10.
  • Where the Customer has opted to pay by direct debit (or provided payment details at the beginning of any Premium Trial in accordance with clause 3), the Customer shall provide to Integro valid, up-to-date and complete bank account or payment card details acceptable to Integro and any other relevant contact and billing details. In providing such details to Integro, the Customer hereby authorises Integro to bill such bank account by direct debit:
    • for the Subscription Fees payable in respect of the Initial Subscription Period; and
    • subject to clause 1, on each anniversary of the Subscription Commencement Date for the Subscription Fees payable in respect of the next Renewal Period.
  • Where the Customer has opted to pay by direct debit the first monthly payment of the Initial Subscription Fee will be collected by direct debit on or about the First Monthly Direct Debit Payment Date and, thereafter, the Subscription Fees will be collected on or about the same date in each calendar month during the Subscription Period.
  • In the event that a direct debit payment fails, Integro may charge an administration fee of ten pounds (£10) which will be added to the next direct debit payment for the Subscription Fees.
  • In relation to any other charges payable by the Customer under this Agreement, the Customer shall pay any invoices within 14 days of the date of such invoices.
  • If Integro has not received payment of any amounts and fees under this Agreement within ten days after the due date, then without prejudice to any other rights and remedies:
    • Integro may, without liability to the Customer, disable the Customer’s (and any Authorised Users’) password, account and access to the BuildingWorks Services and Integro shall be under no obligation to provide any or all of the BuildingWorks Services while the invoice(s) concerned remain unpaid; and
    • interest shall accrue on a daily basis on such due amounts at an annual rate equal to three per cent (3%) over the then current base lending rate of HSBC Bank PLC from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
  • In relation to payments disputed in good faith, interest under clause 6.2 is payable only after the dispute is resolved on sums found or agreed to be due, from the due date until payment.
  • If, following expiry of the period referred to in clause 6, Integro has not received payment of any overdue amounts and fees within ten days after being notified by Integro to make such payment, then without prejudice to any other rights and remedies, the total amount of the Subscription Fees payable in respect of the remainder of the Subscription Period shall become due and payable on demand.
  • If, having served notice on the Customer under clause 8, Integro is required to instruct a debt collection agency or solicitor to recover the debt, the Customer shall be liable to reimburse Integro for all costs and expenses reasonably and necessarily incurred by Integro in recovering the debt being a sum not less than the amounts specified in section 5A(2) of the Late Payment of Commercial Debts (Interest) Act 1998, by reference to the total value of the debt (including interest) on the date when such notice is given to the Customer.
  • All amounts and fees stated or referred to in this Agreement:
    • shall be payable in pounds sterling;
    • are, subject to clause 4.2, non-cancellable and non-refundable;
    • are exclusive of value added tax, which shall be added to Integro’s invoice(s) at the current rate.
  • Integro shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon 45 days’ prior notice to the Customer.

 

  1. PROPRIETARY RIGHTS

 

  • The Customer acknowledges and agrees that Integro and/or its licensors own all intellectual property rights in the BuildingWorks Application (including the Subscribed Modules) and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the BuildingWorks Application or the Documentation.
  • Integro confirms that it has all the rights in relation to the BuildingWorks Application and BuildingWorks Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
  • Integro shall defend the Customer, its officers, directors and employees against any claim that the BuildingWorks Application, BuildingWorks Services or Documentation infringes any United Kingdom patent effective as of the Subscription Commencement Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
    • Integro is given prompt notice of any such claim;
    • the Customer provides reasonable co-operation to Integro in the defence and settlement of such claim, at Integro’s expense; and
    • Integro is given sole authority to defend or settle the claim.
  • In the defence or settlement of any claim, Integro may procure the right for the Customer to continue using the BuildingWorks Services, replace or modify the BuildingWorks Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on two Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
  • In no event shall Integro, its employees, agents and sub-contractors be liable to the Customer under clause 3 to the extent that the alleged infringement is based on:
    • a modification of the BuildingWorks Application by anyone other than Integro; or
    • the Customer’s use of the BuildingWorks Application or Documentation in a manner contrary to the instructions given to the Customer by Integro; or
    • the Customer’s use of the BuildingWorks Application or Documentation after notice of the alleged or actual infringement from Integro or any appropriate authority.

 

 

  1. PUBLICITY

 

  • The Customer agrees to grant Integro a non-exclusive, non-transferable licence to use its name and logo for Integro’s marketing and promotional purposes during the Subscription Term and for a period of 12 months’ after the expiry or termination of this Agreement. The Customer shall not make, or permit any person to make, any public announcement concerning this Agreement without Integro’s prior written consent (not to be unreasonably withheld) except as required by law, any governmental or regulatory authority, any court or other authority of competent jurisdiction.
  • This clause 12 shall survive termination of this Agreement, however arising.

 

  1. LIMITATION OF LIABILITY

 

  • This clause 13 sets out the entire financial liability of Integro (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
    • arising under or in connection with this Agreement;
    • in respect of any use made by the Customer of the BuildingWorks Services; and
    • in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
  • Except as expressly and specifically provided in this Agreement:
    • the Customer, as a professional user, assumes sole responsibility for results obtained from the use of the BuildingWorks Services by the Customer, and for conclusions drawn from such use. Integro shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Integro by the Customer in connection with the BuildingWorks Services, or any actions taken by Integro at the Customer’s direction;
    • all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
    • the BuildingWorks Services are provided to the Customer on an “as is” basis.
  • Nothing in this Agreement excludes the liability of Integro:
    • for death or personal injury caused by Integro’s negligence; or
    • for fraud or fraudulent misrepresentation.
  • Subject to clause 2 and clause 13.3:
    • Integro shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
    • Integro’s total aggregate liability in contract (including in respect of the indemnity at clause 3), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

 

  1. TERM AND TERMINATION

 

  • This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Subscription Commencement Date and shall continue for the Initial Subscription Period.
  • Where the Customer has opted to pay the Subscription Fees by direct debit, this Agreement shall be automatically renewed for successive periods equal in duration to the Initial Subscription Period (each a “Renewal Period”), unless:
    • either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Period or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Period or Renewal Period; or
    • otherwise terminated in accordance with the provisions of this Agreement;

and the Initial Subscription Period together with any subsequent Renewal Periods shall constitute the “Subscription Period”.

  • Where a Customer has paid the Initial Subscription Fee upfront, this Agreement shall expire at the end of the Initial Subscription Period unless the Customer renews its subscription. At least one email reminder will be sent to the Customer not less than 30 days before expiry of the Initial Subscription Period. If the Customer does not renew its subscription before expiry of the Initial Subscription Period, Integro may, without liability to the Customer, disable the Customer’s (and any Authorised Users’) password, account and access to the BuildingWorks Services and Integro shall be under no obligation to provide any or all of the BuildingWorks Services until the Customer has renewed its subscription.
  • If the BuildingWorks Services are suspended under clause 6.1 and the Customer subsequently pays any overdue sums and interest in full, the BuildingWorks Services shall be reactivated for the remainder of the Subscription Period.
  • Without affecting any other right or remedy available to it, Integro may terminate this Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.
  • Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
    • the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
    • the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership)is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
    • the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    • an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
    • the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
    • the other party (being an individual) is the subject of a bankruptcy petition or order;
    • any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 4.2 to clause 14.4.7 (inclusive); or
    • the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
  • On termination of this Agreement and with effect from expiry of the Subscription Period or the effective date of termination (as applicable):
    • all licences granted under this Agreement shall terminate (subject to clause 1);
    • the Customer’s access to the BuildingWorks Services shall cease;
    • Integro shall not be obliged to provide the Customer with copies of any files or documents uploaded to or produced using the BuildingWorks Application, but may do so at its sole discretion and subject to payment of Integro’s reasonable fees for providing the same;
    • any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

 

  1. NOTICES

 

  • Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand, sent by pre-paid first-class post or recorded delivery post or sent by e-mail to the other party using the details set out on the Order Form (or such other details as may have been notified by that party for such purposes).
  • A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by e-mail shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

 

  1. GENERAL

 

  • Force majeure: Integro shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes or other industrial disputes (whether involving the workforce of Integro or any other party), failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
  • Variation: No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  • Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  • Rights and remedies: Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
  • Severance: If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
  • Entire agreement: This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
  • Non-reliance: Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
  • Assignment: The Customer shall not, without the prior written consent of Integro, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Integro may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
  • No partnership or agency: Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
  • Third party rights: This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
  • Governing law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
  • Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).