TOUR PRICING SUPPORT BLOG FREE TRIAL 1 Definitions 1.1 "AGREEMENT" - These terms and conditions, as may be amended from time to time in accordance with the provisions of this AGREEMENT. 1.2 "BUSINESS DAY" - Any day other than a Saturday or Sunday (UTC+2). 1.3 "DATA" – Data that belongs to the CUSTOMER that is captured or stored by PPO in the course of providing the SERVICE. 1.4 "DOCUMENTATION" - The product description, knowledge base articles, frequently asked questions and other documentation available on the PPO Support Portal (support.ppolive.com); 1.5 "EFFECTIVE DATE" - The date of acceptance of this AGREEMENT, being the date on which the SUBSCRIPTION REGISTRATION FORM is actioned by PPO and the SERVICE is made available to the USER; 1.6 "FREE TRIAL" - Time-limited access to the SERVICE at no cost to the CUSTOMER for the purposes of evaluating the SERVICE; 1.7 "KEY CONTACT" – The person (as identified by an e-mail address) designated by the CUSTOMER as the primary contact. Initially, the person that completed the SUBSCRIPTION REGISTRATION FORM and accepted this AGREEMENT will be deemed to be the KEY CONTACT. This may subsequently be changed by the CUSTOMER using the in-app functionality provided for this purpose. 1.8 "CUSTOMER" - The entity, natural, legal or otherwise, that has subscribed to the SERVICE; 1.9 "PPO" – PROJECT PORTFOLIO OFFICE (PTY) LIMITED (Registration Number 2004/019163/07), a company incorporated in South Africa, where the CUSTOMER is domiciled in South Africa; and PROJECT PORTFOLIO OFFICE LTD, a company incorporated in England and Wales, (Registration Number 08066803) in all other cases; 1.10 "PPO SITE" - The websites in the ppolive.com domain (e.g. www.ppolive.com), from which the SERVICE will be accessed by the CUSTOMER for the purposes of utilising the SERVICE; 1.11 "SERVICE" - The PPO product which is accessed through the PPO SITE; 1.12 "SUBSCRIPTION REGISTRATION FORM" - The CUSTOMER’S electronic application requesting access to the SERVICE; 1.13 "USERS" - The named users that are designated and authorised by the CUSTOMER to access and use the SERVICE in terms of this AGREEMENT; 1.14 "SUBSCRIPTIONS" – The maximum number of USERS that the CUSTOMER may create, as designated by the CUSTOMER on the SUBSCRIPTION REGISTRATION FORM or as amended using the functionality within the SERVICE. The minimum number of SUBSCRIPTIONS is 5 (five). 1.15 "BILLING CONTACT" – The e-mail address that will be used for billing purposes. Initially, this will be the same as the e-mail address associated with the KEY CONTACT. This may however be changed by the customer at any time using the functionality provided in the SERVICE. 2 Recital 2.1 PPO hereby grants the CUSTOMER the right to access the SERVICE and further agrees to provide support, as detailed in this AGREEMENT, in respect of the SERVICE. 3 Free trial 3.1 If the CUSTOMER subscribes to a FREE TRIAL of the SERVICE, PPO will make the SERVICE available to the CUSTOMER at no cost. The FREE TRIAL will end on expiration of the trial period or when the CUSTOMER converts to a paid subscription, whichever is the earliest. 3.2 Any DATA loaded or configuration done by the USERS, or by PPO on behalf of the CUSTOMER, will be permanently lost if the CUSTOMER does not convert to a paid subscription before the end of the trial period. 3.3 The number of USERS that can access the SERVICE under a FREE TRIAL is limited to 5 (five) USERS. 3.4 A FREE TRIAL expires 30 days after the EFFECTIVE DATE. 4 Responsibilities of PPO 4.1 Make sure that the SERVICE is available: 4.1.1 PPO will make all reasonable commercial endeavours to ensure that the SERVICE is available at all times. 4.1.2 All scheduled maintenance that will result in an interruption of the SERVICE will be communicated from within the application via in-app notifications as well as on PPO’s Twitter feed (www.twitter.com/ppo). 4.1.3 Any unexpected outages will be communicated through PPO’s Twitter feed (www.twitter.com/ppo) as well as such additional communication mediums as are appropriate for the particular circumstances. 4.1.4 Ensure that back-ups and other mitigation processes, in line with industry norms, are in place to ensure that the SERVICE and the CUSTOMER’s DATA can be recovered in the event of a disaster. 4.1.5 PPO will maintain the SERVICE by diagnosing problems; and correcting legitimate errors or bugs. 4.2 Make sure that the CUSTOMER’s DATA is secure: 4.2.1 PPO will make sure that adequate security measures, in line with industry norms, are in place to protect customer DATA while at rest as well as in transit. 4.3 Provide support: 4.3.1 PPO provides extensive on-line, self-service support resources in the form of Knowledge Base Articles, Frequently Asked Questions and videos. These resources can be accessed at support.ppolive.com at no cost. 4.3.2 USERS may log a support ticket, either by using the functionality within the application or by sending an e-mail to support@go2ppo.com. PPO will use reasonable commercial endeavours to respond to all support tickets within 1 BUSINESS DAY. The resolution time may however vary depending on the nature of the support ticket. 4.4 DATA protection and confidentiality: 4.4.1 PPO acknowledges that in providing the SERVICE to the CUSTOMER, PPO may be exposed to certain DATA of the CUSTOMER. 4.4.2 The parties specifically record that all DATA provided or to which PPO may be exposed, shall constitute confidential information and where applicable, intellectual property belonging to the CUSTOMER. 4.4.3 PPO hereby warrants and undertakes that it shall not use or disclose the DATA for any purpose other than to the extent necessary to provide the SERVICE to the CUSTOMER, without the express prior written consent of the CUSTOMER, unless required to do so by law. 4.4.4 PPO makes use of data centres operated by Amazon Web Services located within the European Union. The CUSTOMER, by accepting this AGREEMENT, expressly grants PPO permission to transport DATA across international boundaries for the purpose and to the extent necessary to provide the SERVICE. 5 Responsibilities of CUSTOMER 5.1 The CUSTOMER will provide its own hardware, software and all communications equipment required to connect to and access the SERVICE (including any service provider cost in regard thereto); 5.2 The CUSTOMER will provide its own security policies, systems and procedures, so to ensure the integrity and security of its DATA (including, but not limited to anti-virus software on end-user devices, password policies and employee termination procedures); 5.3 The CUSTOMER will use the SERVICE in accordance with any instructions that are set out on the PPO SITE from time to time and use the SERVICE solely for the purpose for which it is designated or intended; 5.4 The CUSTOMER is responsible to ensure that USERS safe-guard their credentials and do not "share" credentials. The sharing of credentials between more than one individual is expressly prohibited in terms of this AGREEMENT. 5.5 The CUSTOMER will immediately notify PPO of any suspected security breach or compromised account details. 5.6 The CUSTOMER warrants that it understands the logical access control mechanisms associated with the SERVICE to limit access to DATA to authorised USERS. It is the sole responsibility of the CUSTOMER to configure the required logical access controls. 5.7 The CUSTOMER shall ensure that its access to the PPO SITE and the use of the SERVICE is not illegal or prohibited by laws that apply to it. The PPO SITE may not satisfy the laws of every country. It is the CUSTOMER’s responsibility to ensure that the PPO SITE and the use of the SERVICE are not contrary to the laws of the jurisdiction where it operates or is based. 6 Usage restrictions 6.1 The SERVICE provides for DATA to be accessed programmatically via a number of mechanisms including programmatic web access, web services, and e-mail based uploading of documents. PPO reserves the right to terminate such access or otherwise suspend the SERVICE without notice if such programmatic access, at its sole discretion, is deemed to be excessive, malicious or if it adversely affects its ability to provide the SERVICE. 6.2 The PPO SITE provides the capability for the CUSTOMER to store documents. Although there are no restrictions on the number or aggregate size of the documents stored, PPO reserves the right to limit or otherwise prevent the storage of documents if, at its sole discretion such document storage is deemed to be excessive, malicious or if it adversely affects its ability to provide the SERVICE. 6.3 The CUSTOMER may not perform penetration testing or denial of service testing without prior written consent from PPO, which will not be unreasonably withheld. The scope, timing and costs will be agreed between the CUSTOMER and PPO before the commencement of such testing. 6.4 The CUSTOMER will not attempt to gain unauthorised access to the SERVICE or its related systems or networks. 6.5 The use of the SERVICE is restricted to the CUSTOMER and its USERS. The CUSTOMER may not resell, license, sub-license, rent or otherwise make available any part of the SERVICE, to other parties. 7 Invoicing and payment 7.1 In consideration for the access to and use of the SERVICE, the CUSTOMER shall pay to PPO fees monthly, calculated per SUBSCRIPTION, and based on the maximum number of SUBSCRIPTIONS during that month. 7.2 PPO reserves the right to increase all rates, fees and charges annually on the 28th of February every year. Any increase will be communicated to the KEY CONTACT by e-mail or by notice on the PPO SITE at least 30 days before the change comes into effect. 7.3 All fees and charges payable under this AGREEMENT are exclusive of any statutory levies, taxes and imposts (collectively referred to as "taxes"). Where the CUSTOMER is domiciled in South Africa or the United Kingdom, such taxes will be reflected on the invoice and will be collected on behalf of the relevant tax authority. In all other cases such taxes shall be paid by the CUSTOMER. 7.4 PPO shall be entitled, on a monthly basis, to e-mail the CUSTOMER, at the e-mail address of the BILLING CONTACT, an electronic invoice setting out the amount due by the CUSTOMER to PPO in respect of the previous month. 7.5 The CUSTOMER shall pay the full amount set out in each invoice within 30 days of the invoice date, by electronic funds transfer into such bank account as may be nominated by PPO in writing from time to time. 7.6 In the event that the CUSTOMER fails to make due and timeous payment of any amount owing to PPO under this AGREEMENT: 7.6.1 PPO shall be entitled to suspend the use of the SERVICE and/or the supply of all support services, until such time as the CUSTOMER has paid such fees. 7.6.2 PPO shall not exercise its rights under this clause 7.6.1 if the CUSTOMER is legitimately disputing the fees in good faith and is cooperating to resolve the dispute. 8 Term and Termination 8.1 In respect of the SERVICE, this AGREEMENT shall commence on the EFFECTIVE DATE and shall continue thereafter indefinitely, until terminated by either party. 8.2 The CUSTOMER may indicate its intention to terminate its use of the SERVICE as well as this AGREEMENT at any time by using the functionality built into the SERVICE for this purpose. 8.3 If the CUSTOMER indicates its intention to terminate the AGREEMENT, the SERVICE will be available to the CUSTOMER until midnight (UTC+2) of the last day of the calendar month during which the CUSTOMER thus indicated its intention. This AGREEMENT will terminate on the same date and time and the CUSTOMER will be liable for all subscription fees up until this date. 8.4 If the CUSTOMER intends to terminate the AGREEMENT, it is the responsibility of the CUSTOMER to download all DATA using the functionality provided from within the SERVICE prior to the AGREEMENT being terminated. Additionally, the CUSTOMER may request, at the time of indicating its intention to terminate, that a backup be provided of all documents, uploaded by the CUSTOMER to the application, at the fees as published from time to time on the SITE. The document backup will only be handed over on receipt of the payment of the prescribed fees. If payment is not received within 90 days of termination, the backup will be destroyed. 8.5 PPO may terminate this AGREEMENT if any fees in respect of this AGREEMENT remain outstanding for longer than 60 days. 8.6 PPO may terminate this AGREEMENT for cause upon 30 days' written notice to the CUSTOMER as a result of a material breach of this AGREEMENT by the CUSTOMER, if such breach remains unresolved at the end of such period. 8.7 PPO may terminate this AGREEMENT if the CUSTOMER becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 8.8 On termination of this AGREEMENT all DATA related to the CUSTOMER will be permanently deleted within 90 days of termination. 9 Indemnities 9.1 PPO indemnifies and holds harmless the CUSTOMER against any third party claims in respect of the intellectual property contained in or associated with the SERVICE. 9.2 The CUSTOMER indemnifies and holds harmless PPO against any claim resulting from the CUSTOMER’s unlawful use of the SERVICE. 10 Limitation of liability 10.1 Notwithstanding anything to the contrary contained in this AGREEMENT, both parties’ liability in respect of this AGREEMENT shall be limited to the fees payable by the CUSTOMER in the previous 6 months. 10.2 Neither PPO nor the CUSTOMER shall be held liable for any loss or damage resulting from any occurrence unless a claim is made within a period of three years from the date of termination of the SERVICE. 10.3 Notwithstanding anything to the contrary contained in this AGREEMENT, neither party shall be liable to the other in any circumstances whatsoever for any indirect, contingent or consequential loss (including but not limited to loss of revenue, loss of business, loss of profit) sustained or incurred by the other party howsoever arising. 11 Assignment 11.1 Neither party may assign any of its rights or obligations under this AGREEMENT, without the other party’s prior written consent, which will not to be unreasonably withheld, except under the circumstances described in 11.2. 11.2 Either party may assign this AGREEMENT in its entirety, without the other party’s consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. 12 Publicity 12.1 For the duration of this AGREEMENT PPO shall be entitled to publish notification of the existence of this AGREEMENT, indicating the identity of the CUSTOMER as being a CUSTOMER of PPO utilising the SERVICE. 13 Domicilium and notices 13.1 PPO may give notice by means of a general notice on the SERVICE or electronic mail to the KEY CONTACT. Such notice shall be deemed to have been given 24 hours after it has been sent. 13.2 CUSTOMER may give notice by electronic mail to support@go2ppo.com. Such notice shall be deemed to have been given 24 hours after it has been sent. 14 Legal jurisdiction 14.1 Where the CUSTOMER is domiciled in South Africa, the parties hereby consent and submit to the non-exclusive jurisdiction of the courts and laws of South Africa for the purpose of all or any legal proceedings arising from or concerning this AGREEMENT. 14.2 Where the CUSTOMER is domiciled outside of South Africa, the parties hereby consent and submit to the non-exclusive jurisdiction of the courts and laws of England and Wales for the purpose of all or any legal proceedings arising from or concerning this AGREEMENT. 15 Amendment 15.1 PPO may amend this AGREEMENT from time to time. Such an amendment will be communicated by sending an e-mail to the KEY CONTACT specified by the CUSTOMER or by notice on the PPO SITE or any other reasonable means. Continued usage by the CUSTOMER of the SERVICE will be deemed as acceptance of the amended AGREEMENT. Our Product Tour Features Solutions Pricing Training Fact Sheets Support Our Services Maturity Assessment Our Community PMO Forum PMO Awards Our Company About Us Blog Our Clients Partners We're Hiring Privacy Notice Terms & Conditions Security © Project Portfolio Office 2021