Welcome to Project Management Software Ltd (PMS), owners of an online project delivery service
EZPS. These Terms of Use are intended to explain our obligations as a service provider and the
Subscriber (the Customer), obligations as a customer. Please read them carefully.
These Terms are binding on any use of our Service and apply to Customers from the time that PMS
provides Customers with access to our Application and Managed Services.
The EZPS will evolve over time based on Customer feedback and industry requirements. These Terms
are not intended to answer every question or address every issue raised using EZPS. PMS reserves the
right to change these terms at any time, effective upon the posting of modified terms and PMS will
make every effort to communicate these changes to Customers via email or notification via our
www.ezps.co.uk Website.
It is likely the terms of Service will change over time. It is the Customers obligation to read, understand
and agree to the most recent terms available via our Website, prior to using our service.
By registering to use our Service, Customers acknowledge that they have read and understood these
Terms and have the authority to act on behalf of any person for whom our Service is used. Customers
are deemed to have agreed to these Terms on behalf of any entity for whom the Service is used.
These Terms were last updated at the close of business on 30th November 2023.
means these Terms of Use.
means the monthly or annual fee (excluding VAT) payable by the Customer in advance of using the service.
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
means any data input by the Customer or with the Customer authority into the EZPS Application.
means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
means the online EZPS Application and Project Management services made available (as may be changed or updated from time to time by PMS) via the Application, Website, mobile phone, Consulting Service, Onsite Training and On-going Operational Support.
means Internet site at the domain www.ezps.co.uk or any other site such as the PMS Software Application hosted at the AWS.
means Project Management Software Limited.
means the person who registers to use our Service, and, where the context permits, includes any Organisation entity on whose behalf that person registers to use the Service.
means the Organisation entity on whose behalf the person registers to use the Service has the authorisation to do so.
means any person or entity, other than the Subscriber, that uses our Services with the authorisation of the Customer Subscriber from time to time.
PMS grants Subscribers the right to access and use the PMS Service via the Application with particular
Admin and Project Delivery roles available to Subscribers. This right is non-exclusive, non-transferable,
and limited by and subject to this Agreement. Subscribers acknowledge and agree that, subject to any
applicable written agreement between the Subscriber and the Invited Users, or any other applicable
laws:
2.1 the Subscriber determines who is an Invited User and what level of user role access to the relevant
organization and Service that Invited User has;
2. 2 the Subscriber is responsible for all Invited Users’ use of the Service;
2.3 the Subscriber controls each Invited User’s level of access to the relevant Project Roles and Service
at all times and can revoke or change an Invited User’s access, or level of access, at any time and for
any reason, in which case that person or entity will cease to be an Invited User or shall have that
different level of access, as the case may be;
2.4 if there is any dispute between a Subscriber and an Invited User regarding access to any
organization or Service, the Subscriber shall decide what access or level of access to the relevant Data
or Service that Invited User shall have, if any.
3.1 An invoice for the Application Service and Consulting Services Fee will be issued each month in
accordance with the agreed fee between the Customer and PMS.
3.2 PMS will continue invoicing the Customer the agreed monthly fee, until this Agreement is
terminated in accordance with clause 8.
3.3 All PMS invoices will be sent to the Customer Billing Contact whose details were provided to PMS,
by email. Payment of all amounts specified in an invoice must be paid in full. Customers are
responsible for VAT payments in addition to the Application Access and any Consulting Services Fee.
3.3 Customers are obliged to use our Services for their own lawful internal business purposes, in
accordance with these Terms and any notice sent by PMS or condition posted on the Website.
3.4 Customers may use PMS Services on behalf of others or in order to provide services to others but
in doing so, must ensure that they are authorized to do so and that all persons for whom or to who
services are provided comply with and accept all terms of this Agreement that apply to the Customer.
3.5 Customers must ensure that all usernames and passwords required to access the Service are kept
secure and confidential. Customers must immediately notify PMS of any unauthorized use of
passwords or any other breach of security. PMS will take actions that are reasonably deemed
necessary to maintain or enhance the security of the PMS application and networks and Customers
access to the Services.
3.6 As a condition of these Terms, when accessing and using the Services, Customers must:
i. not attempt to undermine the security or integrity of the PMS Application systems or networks or,
where the Services are hosted by a third party, that third party's computing systems and networks;
ii. not use, or misuse, the Services in any way which may impair the functionality of the Services, or
other systems used to deliver the Services or impair the ability of any other user to use our Service;
iii. not attempt to gain unauthorised access to any materials other than those to which Customers
have been given express permission to access or to the computer system on which the Services are
hosted;
iv. not transmit, or input into the Application Service, any: files that may damage any other person's
computing devices or software, content that may be offensive, or material or Data in violation of any
law (including Data or other material protected by copyright or trade secrets which Customers do not
have the right to use); and
v. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any
computer programs used to deliver the Services or to operate the Website except as is strictly
necessary to use either of them for normal operation.
Use of the Application Service may be subject to limitations, including but not limited to monthly Data usage and User volumes permitted to use the PMS application Service platform. Any such limitations will be advised.
As a condition of these Terms, if Customers use any communication tools available through the
Application Service, Customers agree only to use such communication tools for lawful and legitimate
purposes.
Customers must not use any such communication tool for posting or disseminating any material
unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale,
unsolicited commercial e-mail, files that may damage any other person's computing devices or
software, content that may be offensive to any other users of the Services or the Website, or material
in violation of any law (including material that is protected by copyright or trade secrets which
Customers do not have the right to use).
When Customer Users make any communication using the Application, Customer Users represent that
they are permitted to make such communication. PMS is under no obligation to ensure that the
communications on the Application are legitimate or that they are related only to the use of the
Services.
Customers indemnify PMS against: all claims, costs, damage and loss arising from Customer breach of any of these Terms or any obligation Customers may have to PMS, including (but not limited to) any costs relating to the recovery of any Service Fees that are due but have not been paid by the Customer.
Unless the relevant party has the prior written consent of the other or unless required to do so by
law:
4.1 Each party will preserve the confidentiality of all Confidential Information of the other obtained in
connection with these Terms. Neither party will, without the prior written consent of the other,
disclose or make any Confidential Information available to any person, or use the same for its own
benefit, other than as contemplated by these Terms.
4.2 Each party's obligations under this clause will survive termination of these Terms.
4.3 The provisions of clauses 4.1 and 4.2 shall not apply to any information which:
i. is or becomes public knowledge other than by a breach of this clause;
ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its
disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the
date of receipt from the disclosing party; or
iv. is independently developed without access to the Confidential Information
PMS maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read our privacy policy, as Customers will be taken to have accepted that policy when accepting these Terms
PMS maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read our privacy policy, as Customers will be taken to have accepted that policy when accepting these Terms
Should a Customer initiate and finance future Software development of the PMS Application Service and or integrate the PMS Service with Third-party applications and devices, with best practise technical input from PMS and Third-party Partners, PMS agree for those developments and enhanced functionality of the PMS Application, are for the sole use of that Customer.
Title to, and all Intellectual Property Rights in, the Data remain the Customer property. However, Customer access to the Data is contingent on full payment of the PMS Fee when due. Customer grant PMS a licence to use, copy, transmit, store, and back-up stored information and Data for the purposes of enabling the Customer to access and use the Services and for any other purpose related to provision of services to the Customer.
PMS adheres to its best practice policies and procedures to prevent data loss, including a ONCE daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. PMS expressly excludes liability for any loss of Data no matter how caused.
If the Customer enable third-party applications for use in conjunction with the Application Services, the Customer acknowledge that PMS may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. PMS shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by third-party application providers.
Customers warrant that where registered to use the Service on behalf of an organisation, another person, or third party service provider, the Customer has the authority to agree to these Terms on behalf of that organisation, person or service-provider and agree that by registering to use the Service, Customers bind the entities on whose behalf the Customer acts, to the performance of any and all obligations that the Customer becomes subject to by virtue of these Terms, without limiting the Customer own obligations under these Terms.
6.3 The Customer is authorised to use the Services and the Application and to access the information
and Data that the Customer inputs into the PMS Application, including any information or Data input
into the Application by any person you have authorized to use the Service. Customers are also
authorised to access the processed information and Data that is made available to the Customer Users
through use of the Application and the Services (whether that information and Data is of the
Customers own or that of anyone else).
6.4 PMS has no responsibility to any person other than the Customer and nothing in this Agreement
confers, or purports to confer, a benefit on any organisation other than the Customer. If the Customer
uses the PMS Services or access the Application on behalf of or for the benefit of anyone other than
your organisation (whether a body corporate or otherwise) you agree that:
i. The Customer is responsible for ensuring that the Customer has the right to do so;
ii. The Customer is responsible for authorising any person who is given access to information or Data,
and you agree that PMS has no obligation to provide any person access to such information or Data
without Your authorization and may refer any requests for information to your organisations address;
and
iii. You will indemnify PMS against any claims or loss relating to:
i. PMS refusal to provide any person access to Your information or Data in accordance with these
Terms,
ii. PMS making available information or Data to any person with Customer authorisation.
6.5 The provision of, access to, and use of, the Services is on an "as is " basis and at Customer own risk.
6.6 PMS does not warrant that the use of the Service will be uninterrupted or error free. Among other
things, the operation and availability of the systems used for accessing the application Service,
including public telephone services, computer networks and the Internet, can be unpredictable and
may from time to time interfere with or prevent access to the Application Services. PMS is not in any
way responsible for any such interference or prevention of Customer access or use of the Services.
6.7 It is the Customer responsibility to determine that the Application Service meet the business needs
and are suitable for the purposes for which they are used.
6.8 It is the Customer responsibility to check that storage of and access to Data via the Application and
will comply with laws applicable to you (including any laws requiring you to retain records).
PMS gives no warranty about the Services. Without limiting the foregoing, PMS does not warrant that the Services will meet Customer requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and noninfringement
Customer warrant and represent that You are acquiring the right to access and use the Application Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Application or these Terms.
7.1 To the maximum extent permitted by law, PMS excludes all liability and responsibility to You (or
any other person) in contract (including negligence), or otherwise, for any loss (including loss of
information, Data, Income, profits and savings) or damage resulting, directly or indirectly, from any
use of, or reliance on, the Service or Application.
7.2 If you suffer loss or damage as a result of PMS negligence or failure to comply with these Terms,
any claim by You against PMS arising from PMS negligence or failure will be limited in respect of any
one incident, or series of connected incidents, to the PMS Service fees paid by the Customer in the
previous 12 months.
7.3 If the Customer is not satisfied with the Service, the Customer sole and exclusive remedy is to
terminate these Terms in accordance with Clause 8.
For monthly subscribers, once notification of termination has been sent to PMS by the Customer, PMS
will not provide a refund for any remaining prepaid period of the month of termination.
For annual subscribers, PMS will require 30 days’ notice and will charge the month of Termination
Notice and the following month if the 30 days’ notice period falls into the following month. Thereafter,
PMS will refund the remainder of the annual payment to the customer.
These Terms will continue for the period covered by the Service Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided the Customer continue to pay the prescribed Service Fee , unless either party terminates these Terms by giving at least one month’s advance written notice. If the Customer elect to terminate these Terms by providing one month's’ advance written notice, the Customer shall be liable to pay all relevant Service Fees up to and including the day of termination of these Terms.
If Customer:
i. breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the
breach if the breach is capable of being remedied;
ii. breach any of these Terms and the breach is not capable of being remedied (which includes
(without limitation) any breach of clause 3.4 or any payment of Service Fees that are not paid in full;
or
iii. The Customer business become insolvent or business goes into liquidation or has a receiver or
manager appointed of any of its assets or become insolvent, or make any arrangement with Your
creditors, or become subject to any similar insolvency event in any jurisdiction,
PMS may take any or all of the following actions, at its sole discretion:
iv. Terminate this Agreement and Customer use of the Services and the Application;
v. Suspend for any definite or indefinite period of time, Customer use of Services and the Application;
vi. Suspend or terminate access to all or any Data.
vii. Take actions in clause 8.4 (8.4.1 and 8.4.2) in respect of any or all other persons whom the
Customer has authorised to have access to your information or Data.
For the avoidance of doubt, if payment of any invoice for Application Service Fees due in relation to
any of Your Billing Contacts, Billing Plans or any of Your Organizations (as defined at clause 3) is not
made in accordance with the agreed fee, PMS may: suspend or terminate Your use of the Service, the
authority for all or any of Your Organizations to use the Service, or Your rights of access to all or any
Data.
Upon contract termination, there are two options for Customer data retrieval;
8.4.1 The Customer pays a new monthly subscription (30 days in advance), for a Subscriber ‘read only’
License for the use of data review, or
8.4.2 The Customer no longer has rights to access or use of our Services, including the Application
Services; however, at the Customers request and for a period of up to 60 days, after termination of
service, PMS will make available to the Customer, the Customers Data in the Application Service
Environment for the purpose of retrieval by the Customer and assisted by PMS for a cost based fee.
At the end of the 60 day period and except as required by law, PMS will delete, or otherwise render
the Customers Data inaccessible, in the Service Application Environment.
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up
to and including the date of termination. On termination of this Agreement the Customer will:
8.6 remain liable for any accrued charges and amounts which become due for payment before or after
termination; and
8.7 immediately cease to use the Services and the Website
Clauses 3.1, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
In the case of technical problems Customers must make all reasonable efforts to investigate and
diagnose problems before contacting PMS. If Customers still require technical help, please email us at
support@ezps.co.uk or by telephone during applicable office hours;
09:00 – 17:00 +44 0800 4880 901
The PMS Application runs on the Amazon EC2 Platform, which is offered by Amazon Web Services as
providing an average uptime greater than 99.99% per month.
Whilst PMS intends that the Services should be available 24 hours a day, seven days a week, it is
possible that on occasions the Services or Website may be unavailable to permit maintenance or other
development activity to take place.
If for any reason PMS has to interrupt the Services for longer periods than PMS would normally
expect, PMS will use reasonable endeavours to inform Customers by direct e-mail or publish in
advance details of such activity on the Website.
PMS uses Amazon Web Services (AWS) to provide its Software as a Service delivery platform, via a cloud based storage application called AWS S3. AWS3 offers the possibility to store a virtually unlimited amount of data with guaranteed data durability of 99.999%.
The PMS Application Service secures backups of all data and code in the following manner:
In the unlikely event of damage or outage at PMS AWS locations, PMS will restore Customer data from the most recent backup. This will be treated as an A-Priority Alert.
PMS will release upgrades to the Service Application via Continuous Integration and Continuous Delivery, outside of office hours. This means that whenever a new feature or release of the PMS Application is ready, it can be deployed to the live service cluster at any moment. All perimeter applications are deployed to production continuously when build succeeded on continuous integration servers
09:00 to 17:00, local time for the contracting PMS entity, not including Saturday, Sunday or a public holidays.
a lower quality of service as described in this Terms of Agreement (e.g. temporarily unavailable functionality).
the period of time during which the Application is wholly unavailable to Customer, including
maintenance occurring outside of Maintenance Hours for which less than 24 hours’ notice was
provided to affected Customers. However, Downtime shall not include:
1. Scheduled Maintenance;
2. Degraded Performance;
3. factors outside of PMS Ltd control, including any Force Majeure Events;
4. failures, acts or omissions of PMS Ltd’s upstream providers;
5. failures of the internet;
6. acts or omissions of Customer and its Users; and
7. enforcement of Regulations.
EZPS has an inbuilt issue tracking system which the Customer can use to send an electronic request to PMS (e.g. requesting a solution to an incident).
In the event of an alert, PMS is deemed to have responded when it has replied to Customer’s initial
request. This may be in the form of an email, telephone call, or ticket to acknowledge receipt of
Customer’s request, to provide a solution, or request further information.
The response Time Resolution Time will depend on the priority of the items(s), affected and the
severity of the alert, as set out in the following schedule:
| Alert Type | Issue Severity | Response Time | Resolution Time |
|---|---|---|---|
| A. |
Highly critical alert. Service not available for use or a significant proportion of the contracted functionalities is not available. |
within 1hr | within 4hrs |
| B. |
Critical alert. One or more elements of the the service critical to the functioning of the Customer’s business have ceased to respond completely or extremely slowly. |
within 2hrs | within 24hrs |
| C. |
Non-critical alert. One or more elements of the Application Service have ceased to respond completely or slowly and a workaround is available. |
within 24hrs | within 48hrs |
| D. |
Notification of minor issues that does not prohibit Customer from utilising the Service in any material way. |
within 48hrs | Best efforts |
Monday to Friday from 00:00 – 04:00 UTC, all day Saturday, and Sunday from 13:00 – 04:00 UTC.
planned outages, either suspending service in full or in part, which PMS will endeavour to announce at least 5 days in advance, and in any case will announce no later than 24 hours in advance, which will not exceed a reasonable period of time for the maintenance required and which, where possible, shall take place during Maintenance Hours.
These Terms, together with the PMS Privacy Policy and the terms of any other notices or instructions given to the Customer under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between Customer and PMS relating to the Services and the other matters dealt with in these Terms.
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
You may not assign or transfer any rights to any other person without PMS prior written consent.
This Agreement is governed by the laws of England and Wales and the Customer hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to PMS must be sent to support@ezps.co.uk or to any other email address notified by email to the Customer by PMS. Notices to Customer will be sent to the email address which You provided when setting up Your access to the Application Service.
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.