Terms and Conditions

This website, www.prolateral.com, clients.prolateral.com, support.prolateral.com and portal.prolateral (also referred to as the “Site”) are owned and operated by Prolateral Consulting Ltd. (“Prolateral”). Your access to this Site and your use of the information and services provided herein is conditional upon your acceptance and compliance with the terms, conditions, notices and disclaimers contained in this document and elsewhere on the Site (known collectively as the "Terms of Service”). In additional to these terms of service please also refer to our a privacy policy and legal policy.

Prolateral operates and provides services to users who register with us (known collectively as the “Service”). By using the Service, you agree to be bound by Prolateral's Terms of Service and the accompanying service acceptable use policy.

Prolateral reserves the right to amend the Terms of Service at any time. If you do not agree with the Terms of Service then please do not use this Site or Services. If at any time you have any questions or doubts as to whether your use may contravene the Terms of Service, please contact Prolateral before engaging in such activities.

Definations

"Prolateral" Prolateral Consulting Limited (company registration number 4676923) whose registered office address is 46 – 48 Rothesay Road, Luton, Bedfordshire, LU1 1QZ.

"Agreement" these Terms together with our a privacy policy, legal policy and the Service Acceptable Use Policy referable to these Terms.

"Change Request" a request for a change made by You or Prolateral.

"Customer", "You" the party named as such in an Order Confirmation.

"IP Right" any copyright, patent, registered design, trademark or other intellectual property right (or applications therefor) of whatever nature subsisting anywhere in the world.

"Licence" means the licence granted by Prolateral to you for the right to use Deliverables (Services).

"Services" any services supplied to you by Prolateral pursuant to this Agreement including, without limitation, those services set out in an Order Confirmation.

1. Registration

1.1 If you elect to sign-up for the Service, you will be registering with Prolateral on the form provided and such registration may require you to provide personal information such as your name, email address and address. You agree to provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form.

1.2 If Prolateral has reasonable grounds to suspect that such information is untrue, inaccurate or incomplete, Prolateral has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

2. Restrictions on Use

You shall use the Prolateral Service and Site for lawful purposes only.

2.1 You shall not Modify, copy, distribute, transmit, post, display, perform, reproduce, publish, broadcast, license, create derivative works from, transfer, sell, or exploit any reports, data, information, content, software, products, services, or other materials on, generated by or obtained from the Site (collectively, the “Materials”).

2.2 You shall not Redeliver any page, text, image, or Materials on the Site using “framing,” hyperlinks, or other technology.

2.3 You shall not Engage in any conduct that could damage, disable, or overburden (i) the Site, (ii) any Materials or services provided through the Site, or (iii) any systems, networks, servers, or accounts related to the Site, including without limitation, using devices or software that provide repeated automated access to the Site.

2.4 You shall not Probe, scan, or test the vulnerability of any materials, services, systems, networks, servers, or accounts related to the Site or attempt to gain unauthorised access to materials, services, systems, networks, servers, or accounts connected or associated with the Site through hacking, password, or data mining, or any other means of circumventing any access-limiting, user authentication, or security device of any materials, services, systems, networks, servers, or accounts related to the Site.

Misuse of this site will result in prosecution to the maximum extent permitted under UK and/or International law. Prolateral reserves the right to refuse service to users.

3. Access and Service

3.1. Your access to the service depends on the level of access you select. You may change or discontinue your Account and/or Service at any time. We reserve the right to modify, suspend or terminate access to the Service at any time for any reason without notice or refund, including the right to require you to change your password.

4. Fees and Payment

4.1. Prolateral will charge you a monthly, quarterly or annual fee (depending on which payment frequency you choose) for using the Service. You can cancel your account at any time, but you will remain liable for all charges up to that time. We reserve the right to change our fees at any time without advance warning. If a refund is requested within the first 14 days, a full refund will be granted subject to the service not been used, otherwise a calculated refund will be issued based on usage.

4.2 Partner resellers fees are based on prepaid credits, which are consumed by the Services you assign to your clients. Credits are consumed monthly but you can top up the credits at any time.

4.3 The Charges, Rates and other sums are expressed exclusive of all duties and taxes including without limitation Value Added Tax which shall be paid by Customer at the rate and in the manner provided by the law governing this Agreement.

4.4 Payment of sums due from you to Prolateral shall be made before the due date of an invoice from Prolateral.

4.5 In the event that you fail to pay any sum by the due date Prolateral reserves the right to terminate, suspend and/or charge interest on the outstanding amount in accordance with The Late Payment of Commercial Debts Regulations 2002.

5. Termination and Suspension

5.1 Either party may forthwith terminate this Agreement by written notice to the other if any of the following events occur:

5.1.1 If you breach any clause of the Service Acceptable Use Policy.

5.1.1 If either party commits any breach of the terms or conditions of this Agreement and fails to remedy such breach within fourteen (14) days after receiving written notice requiring remedy.

5.1.2 If either party becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors or (being a company) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bone fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if the other party is unable to pay its debts in accordance with the law relating to this Agreement.

5.1.3 A Force Majeure continues for a period of more than 3 months.

5.1.4 Termination or suspension of this Agreement will be without prejudice to any accrued rights or obligations of either party.

5.1.5 Upon termination by either party Prolateral shall be entitled to charge you its reasonable transfer and set up charges including any such charges incurred by Prolateral on transfer of the supply of Services to a third party.

6. IP Rights

6.1 You acknowledge that any and all of the IP Rights subsisting in or used in connection with the Service shall be and shall remain the sole property of Prolateral or such other party as may be identified therein or thereon (“Owner”) and Customer shall not at any time dispute such ownership.

7. Limitation of liability

7.1 You must bear the risk of any liability relating to your use of the Service. Your use of the Service is entirely at your own risk. Prolateral will not be responsible to you or any third parties for any direct or indirect damages or losses you may incur on connection with our System or Service.

8. Indemnity

8.1. You shall defend and indemnify Prolateral and hold us harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including legal and other fees and disbursements), relating to any acts by you or materials or information transmitted by you in connection with the service, leading wholly or partially to claims against us or our system by other subscribers or third parties, regardless of the type of claim or the nature of the cause of action.

9. Disclaimers of Warranty

9.1. The Service is provided "as is" and we make no warranties, express or implied, as to the fitness for particular use or purpose.

10. Force Majeure

10.1 Neither party will be under any liability to the other for, damage, delay or any other matters of that nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock outs and industrial disputes, fire, explosion, earthquake, acts of God, flood, drought, or bad weather or the requisitioning or other act or order by any Government department, council or other constituted body (“Force Majeure”), provided always that both parties will use all reasonable endeavours (but without an obligation to incur cost) to minimise the period of disruption caused by the Force Majeure.

11. Choice of law

11.1. You agree that this Agreement shall for all purposes be governed by and construed in accordance with the laws of the United Kingdom and that any action arising out of this Agreement shall be litigated and enforced under the English laws of the United Kingdom. In addition, you agree to submit to the jurisdiction of the English courts of the United Kingdom, and that any legal action pursued by you shall be within the exclusive jurisdiction of the courts of England, UK.

12. Acknowledgement

12.1. This Agreement represents the entire understanding between you and Prolateral regarding your relationship to us and supersedes any prior statements or representations.

12.2. No amendment to this Agreement shall be binding unless made in writing and signed by both Customer Representative and Prolateral’s authorised representative.