User Terms of Service
Updated as of: 24th September 2022
Client: “FormworkUK Limited” trading as “Formwork” hereafter referred as Client .
URL: Https://FormworkUK.com, FormworkUK.com, www.FormworkUK.com, Https://app.FormworkUK.com
Law: England and Wales
URL, websites, and any other website on which these User Terms of Service appear, and any software, mobile applications, products, devices, or other services offered by Client and other services offered through third parties integrating Client functionality (collectively, “Offerings”), are made available by Client, Including its subsidiaries, and/or affiliates (Client, its subsidiaries, and affiliates are collectively, “we”, “us”, “our”, or “Client“). You may access and use the Offerings only under the following terms and conditions (“Terms”).
These Terms apply to you and your use of the Offerings. By registering, accessing, or using the Offerings you agree to these Terms, Client’s Copyright Notice (as detailed below), and any other policies identified herein, which are incorporated by reference into these Terms. If you are using the Offerings on behalf of your employer or a legal entity, you represent and warrant that you are authorised to bind your employer or that entity to these Terms. In addition, these Terms apply to and are binding on anyone who is authorised by the employer or legal entity to access or use the Offerings. Except for Paid Offerings, if you wish to terminate these Terms at any time you can do so by closing your account and no longer accessing or using the Offerings.
If your use of a given Paid Offering (as defined below) is governed by a separate Subscription and Services Agreement, Master Services Agreement, or similar agreement entered into with Client, that agreement will control over any conflict with these Terms with respect to that given Paid Offering.
Using the Offerings
Eligibility
To use the Offerings, you agree that you:
(1) must be at least 18 years old, or older if required by applicable law for Client to lawfully provide the Offerings to you without parental consent (including use of your Personal Data);
(2) will only have one registered account; and
(3) are not already restricted by Client from using the Offerings. Creating an account with false information is a violation of these Terms, including registering accounts on behalf of others.
Registration and Your Account
Certain Offerings require registration. For those Offerings, you must provide complete, accurate, and truthful information and update the registration information promptly if there are any changes. Registered users are responsible for:
(1) maintaining the confidentiality of their login credentials, and
(2) for all activities that occur under their account.
You may not assign or transfer your account to any other person or entity without Client’s prior written permission. You agree that Client is not responsible for third-party access to your account that results from the theft or misappropriation of your login credentials.
Paid Offerings
If there is a fee to use an Offering (a “Paid Offering”), the fee will be disclosed prior to registration and charged as outlined in the Form. Paid Offerings are subject to a separate agreement with Client.
Notices and Messaging
You understand that by registering with the Offerings, you may receive regular updates, marketing, and other communications regarding new or existing Client products and services. You agree that Client will provide notices and messages to you in the following ways:
(1) within the Offerings, or
(2) sent to the contact information you provide us (e.g., email, mobile number, physical address).
You may opt out of receiving promotional or marketing communications from us at any time by notifying us in writing by issuing a notice to us requesting this.
All Notices must be issued to the Client by post to the registered address of the Client.
Linking to the Offerings
You may provide links to the Offerings, provided:
(1) you do not remove or obscure, by framing or otherwise, any portion of the web pages, the Terms, or any notices on the Offerings, and
(2) you discontinue providing links to the Offerings if requested by Client.
Licenses and Restrictions
Limited License
As an Offering user, you are granted a non-exclusive, non-transferable, non-sub-licensable, revocable, limited license to access and use the Offerings per these Terms. Client may terminate this license at any time for any reason at his own discretion. Certain Offerings require login information as described below. Notwithstanding the license in this section, certain Offerings require you to register to access and use certain of the Offerings’ features.
Limited License
Any unauthorised use of the Offerings is prohibited. You may not use the Offerings to:
Copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit, or public purposes all or any portion of the Offerings or any information obtained from the Offerings, either directly or through a third party.
Extract, decompile, reverse engineer, disassemble, or create derivative works from or competitive products of the Offerings.
Create a false identity, misrepresent your identity, create a profile for anyone other than yourself, or use or attempt to use another’s account;
Disclose information that you do not have the consent to disclose (such as confidential information of others, including your employer);
Determine the Offerings’ architecture or extract data or information about usage, or individual identities of other users of the Offerings via use of any network monitoring or discovery software or otherwise.
Override any security feature or bypass or circumvent any access controls or use limits of the Offerings;
Rent, lease, loan, trade, sell/resell, or otherwise monetise
the Offerings or related data or access to the same, without Client’s consent;
Monitor, copy, scan, review, index, mirror, ping, or validate the Offerings via robot, spider, other automatic software or device, process, approach, or methodology, manual or otherwise (methods such as web scraping, harvesting, data extraction, data validation, or verification are prohibited).
Transmit any computer virus, worm, defect, trojan horse, or any other item of a destructive nature, or to upload any virus or malicious code.
Transmit any false, misleading, fraudulent, or illegal communications, information, or data.
Phish, spoof, commit illegal or fraudulent activity, or violate applicable laws or regulations.
Deep-link to our Offerings for any purpose other than to promote your profile on the Offerings, without Client’s consent;
Use bots or other automated methods to access the Offerings, add or download contacts, or send or redirect messages;
Monitor the Offerings’ availability, performance, or functionality for any competitive purpose;
Damage, interfere, disable, or impair the operation of, or place an unreasonable load on, the Offerings (e.g., spam, denial of service attack, viruses, gaming algorithms);
Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights;
Violate Client’s intellectual property or other rights, including using the word “Client” or its logos in any business name, email, or URL
Imply or state that you are affiliated with or endorsed by Client without Client’s express consent;
Access unauthorised information;
Solicit information from minors or harm or threaten to harm minors;
Attack, threaten violence, stalk, harass, incite, harm, or intimidate any other user, person, or organisation, or engage in any other threatening behaviour;
Transmit, store, or post any material that is abusive, harassing, tortious, defamatory, derogatory, vulgar, pornographic, obscene, libellous, fraudulent, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
Transmit any unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, surveys, or any other form of solicitation or mass messaging, whether commercial in nature or not; or
Export or re-export the Offerings or any portion thereof in violation of any applicable export control laws and regulations.
You acknowledge that we have the right to monitor your access or use of the Offerings for the purpose of operating and improving the Offerings (including without limitation for security analysis, fraud prevention, risk assessment, troubleshooting and customer support purposes), to ensure your compliance with these Terms and to comply with applicable Law or the order or requirement of a court, consent decree, administrative agency, or other governmental body.
If Client believes, in its sole discretion, that you may violate, have violated or attempted to violate any of these Terms or any policies referenced herein, your use and access to the Offerings may be limited, temporarily revoked, or permanently revoked and your Content may be modified or removed from the Offerings in Client’s sole discretion without notice to you.
Client Intellectual Property Rights
Except as expressly provided in these Terms, nothing contained herein will be construed as conferring any license or right, by implication, estoppel, or otherwise, under copyright or other intellectual property rights. You agree that the Offerings are protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Client, the Client logo, and all other Client trademarks, service marks, product names, and trade names of Client appearing on or in conjunction with the Offerings are owned by Client. Client does not grant you the right to use or display any trademark, service mark, product name, trade name, or logo appearing on the Offerings without Client’s prior written consent.
License of Your Content to Client
Certain portions of the Offerings allow you to publish (e.g., post, upload, or otherwise provide) publicly accessible content (“Public Content”). Other portions of the Offerings allow you to publish content that is only viewable by you or by your users with appropriate access permissions (“Non-Public Content”). Public Content and Non-Public Content are collectively your “Content” that you own or have the right to provide (and share) and you grant Client the licenses set forth below.
Non-Public Content
With respect to Non-Public Content, you hereby grant (or warrant that the owner of such rights has expressly granted) Client and its sub-processors a worldwide right and license to access, host, display, process, analyse, transmit, reproduce, and otherwise utilise Non-Public Content for the purposes of providing and improving the Offerings. All Content are a property of the Client, and the Client may use it in any way he desires, for avoidance of doubt, the Client owns all the the Content including Personal Data that is being used in the Offerings.
Public Content
With respect to Public Content, you hereby irrevocably grant (or warrant that the owner of such rights has expressly granted) Client a worldwide, perpetual, non-exclusive, royalty-free, assignable, sub-licensable, transferable rights to use the Public Content for any lawful purpose without any further consent, notice, or compensation to you or others. Client will own any derivative works it makes of Public Content.
CLIENT MAKES NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY OF ANY PUBLIC CONTENT TRANSMITTED TO OR FROM THE OFFERINGS. You acknowledge that any Public Content you post via the Offerings is a public and not private communication. Others may read and view your communications without your knowledge. Client does not endorse any Public Content on the Offerings. Client will not be liable for the privacy of any of your or any other third-party Public Content on the Offerings and specifically disclaims any liability resulting from such postings and communications, including any objectionable content. You agree that we may access, store, process, share, and use any information and Personal Data you provide in accordance with the Privacy Notice.
Public Content
With respect to Public Content, you hereby irrevocably grant (or warrant that the owner of such rights has expressly granted) Client a worldwide, perpetual, non-exclusive, royalty-free, assignable, sub-licensable, transferable rights to use the Public Content for any lawful purpose without any further consent, notice, or compensation to you or others. Client will own any derivative works it makes of Public Content.
Usage Data
Client may collect, use, share, and otherwise process usage information or data related to or derived from the access or use of the Offerings (“Usage Data”). Examples of Usage Data include information or data on user visits, user activity, and numbers and types of clicks or impressions, as well as statistical, functional, behavioural, or other information or data based on or derived from such access or use. Except where you have expressly provided your written consent, Client will only disclose Usage Data if such data does not contain Personal Data or any Non-Public Data.
Feedback and Suggestions
By submitting suggestions or other feedback regarding the Offerings to Client, you agree that Client can use and publicly share such feedback (although it does not have to) for any purpose without compensation or attribution to you. You agree that you will have no recourse against Client for any alleged or actual infringement or misappropriation of any proprietary right in any feedback or suggestion you provide to Client.
Advertising
Client has the right, without payment to you or others, to serve advertising, paid content, and other information near or in association with your Content and information, and we enable search engines to make Public Content findable through their services.
Copyright Notices & Complaints
It is Client’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). For more information about Client’s DMCA procedures, please contact us for further information. Your acceptance of these Terms is also your consent to the copyright practices described in our Terms. Client may terminate any user’s access to the Offerings if Client determines that a user is a repeat infringer or at sole discretion.
Relationship of Client and You
You are an independent third party to Client and nothing in these Terms will create or represent that there is any partnership, joint venture, agency, franchise, sales relationship, or employment relationship between you and Client.
Errors and Corrections
Client does not represent or warrant that the Offerings will be error-free, free of viruses or other harmful components, that defects will be corrected, or that they will always be accessible. Client does not warrant or represent that content or information available on or through the Offerings will be correct, accurate, timely, or otherwise reliable.
Except as separately agreed with you in writing, Client may:
(1) change, suspend or discontinue any of the Offerings; and/or
(2) modify the prices of Paid Offerings effective prospectively upon reasonable notice of seven days (7 calendar days).
Except as required by Law, Client has no obligation to retain or provide you with copies of your Content.
Third-Party Content and Links
The Offerings may host third-party content or information (“Third-Party Content”) or may include links to other websites or applications (“Third-Party Services”). Client does not control or endorse any Third-Party Content or Third-Party Service. Further, information and opinions provided by Client employees and agents of Client in interactive areas of the Offerings are not necessarily endorsed by Client and do not necessarily represent the beliefs and opinions of Client. You agree that Client is not responsible for the availability, accuracy, or content of any Third-Party Content or Third-Party Service. Your use of and reliance on any Third-Party Content or Third-Party Service is at your own risk. Some of the services made available through the Offerings and Third-Party Services may be subject to additional third-party terms of service, privacy policies, licensing terms and disclosures, and other terms, conditions, and policies. It is your responsibility to familiarise yourself with any such applicable third-party terms. Client is not responsible for, and makes no representations or warranties about
(a) any Third-Party Content or Third-Party Services or your use thereof, or
(b) any third-party terms or your compliance with them.
Client reserves the right to disable any link and/or any Content and/or remove any Third-Party Content and/or Third-Party Service at any time in its sole discretion.
Client may help connect registered users offering their services with users seeking services. Client does not perform or employ individuals to perform these services. You must be at least 18 years of age to offer, perform, or procure these services. You acknowledge that Client does not supervise, direct, control, or monitor users in the performance of these services and agree that:
(1) Client is not responsible for the offering, performance, or procurement of these services,
(2) Client does not endorse any particular user’s offered services, and
(3) nothing will create an employment, agency, or joint venture relationship between Client and any user offering services.
Disclaimer
The Offerings are provided on an “as is, as available” basis. Client expressly disclaims all warranties, including the warranties of merchantability, fitness for a particular purpose, and non-infringement. Client disclaims all responsibility for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of, or in any way related to:
(1) any errors in or omissions from the Offerings including, but not limited to, technical inaccuracies and typographical errors,
(2) third-party communications,
(3) any third-party services, websites, or third-party content therein directly or indirectly accessed through links on the Offerings, including, but not limited to, any errors in or omissions therefrom,
(4) the unavailability of the Offerings,
(5) your use of the Offerings, or
(6) your use of any equipment or software in connection with the Offerings.
Limitation of Liability
To The Fullest Extent Of The Law (And Unless Client Has Entered Into A Separate Written Agreement That Overrides These Terms), Client Will Not Be Liable For Any Loss Or Losses, Injury, Claim, Liability, And/Or Damage By Law Or Otherwise Of Any Kind Resulting From Your Use Of The Offering(S), Any Facts, Content, Or Opinions Appearing On Or Through An Interactive Area, Or Any Third-Party Content Or Third-Party Service. Client Will Not Be Liable For Any Special, Direct, Indirect, Incidental, Punitive, Or Consequential Damages, Lost Profits, Lost Revenue, Lost Business Opportunities, Loss Of Data, Or Repetitional Damages (E.G., Offensive Or Defamatory Statements) Of Any Kind Whatsoever (Including, Without Limitation, Attorneys’ Fees) In Any Way Due To, Resulting From, Or Arising In Connection With These Terms, The Use Of Or Inability To Use The Offering(S), The Interactive Areas, Or Any Third-Party Content Or Third Party Services
Indemnification
You agree to indemnify, defend, and hold Client, and its affiliates, officers, directors, employees, agents, licensors, representatives, and suppliers harmless from and against all claims, losses, expenses, damages, and costs, including reasonable legal fees, arising out of or relating to:
(1) your access to or use of the Offerings, including your Content,
(2) your violation of these Terms,
(3) your breach of your representations and warranties provided under these Terms,
(4) your products or services, or the marketing or provision thereof to end users, or
(5) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity.
Client reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims. You agree not to settle any such matter without the prior written consent of Client
Governing Law
These Terms are to be governed by and construed in accordance with the Law. Subject to the Dispute Resolution section below.
Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
Informal Negotiations. The parties will first attempt in good faith to promptly resolve any disputes arising out of or relating to these Terms (or the breach, termination, enforcement, interpretation, or validity thereof) (each a “Dispute”) by negotiation between representatives of each party with the authority to resolve such Dispute informally for at least sixty (60) calendar days before initiating any arbitration. Informal negotiations begin upon written notice from one party to the other. You will send notice to Client in writing by post to the Client registered address.
The arbitrator is not empowered to award damages in excess of compensatory damages and each party hereby irrevocably waives any right to recover such damages with respect to any Dispute resolved by arbitration. The decision of the arbitrator will be in accordance with these Terms and will be binding upon the parties. Each party hereby waives any right it may otherwise have under the Law(s) of any jurisdiction to any form of appeal. Judgment upon the award rendered may be entered in and enforced by any court of competent jurisdiction having jurisdiction over both parties. The arbitrator rules on his or her own jurisdiction, including the tribunal of any claim; however, a court has exclusive authority to enforce the prohibition on arbitration on a class-wide basis or in a representative capacity.
Excluded Disputes. Notwithstanding the foregoing, neither party is required to arbitrate claims:
(1) where all named parties seek monetary relief which, in the aggregate, qualifies as a claim that meets the requirements of an applicable court;
(2) seeking injunctive relief; or
(3) seeking to enforce or protect, or concerning the validity of, any of your or Client’s intellectual property rights. However, if a claim is transferred, removed, or appealed to a different court, either party may require that the claim be submitted to final binding arbitration.
Restrictions/No Class Actions. THE PARTIES AGREE THAT ANY CLAIM BROUGHT IN CONNECTION WITH A DISPUTE, WHETHER RESOLVED THROUGH ARBITRATION OR OTHERWISE, WILL TAKE PLACE ON AN INDIVIDUAL BASIS. THE PARTIES WAIVE THE RIGHT TO PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION, AND THE RIGHT TO A TRIAL BY JURY. UNLESS BOTH YOU AND CLIENT AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
If the Restrictions/No Class Actions section is found to be illegal or unenforceable as to all or some parts of a dispute, then those parts will not be arbitrated but will be resolved in a court of competent jurisdiction, with the balance resolved through arbitration.
If any provision of this Dispute Resolution section is found to be illegal or unenforceable, then that provision will be severed; however, the remaining provisions will still apply and shall be interpreted to as nearly as possible achieve the original intent, inclusive of the severed provision.
This Dispute Resolution section will survive any termination of these Terms or your use of the Offerings.
Termination
You or Client may terminate these Terms at any time with notice to the other by issuing a notice in writing and by post to the register address. On termination, you lose the right to access or use the Offerings. The following will survive termination: Registration and Your Account, License of your Content to Client, Feedback and Suggestions, Use Limitation, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution, and the General sections of these Terms, and any other terms that would naturally survive by their nature. Any amounts owed by either party prior to termination remain owed after termination. Client will have no liability or responsibility to any user related to or arising out of any termination of access to the Offerings.
Termination at Will
Notwithstanding any other provision of this Terms, at any time, in its absolute discretion, the Client may terminate this agreement, by issuing notice in writing whenever the Client shall determine that such termination is in the best interest of the Client. This termination will take effect after (3) three calendar days from the date of the notice being issued or served. For avoidance of doubt, you agree not to hold Client, and its affiliates, officers, directors, employees, agents, licensors, representatives, and suppliers from whatsoever, whether pursuant by law or otherwise against all claims, losses, expenses, damages, and costs, including any and all legal fees, arising and/or in connection with this termination.
General
These Terms incorporate by reference any notices contained on this URL, the Privacy Notice, the Copyright Notice, and any other referenced policies, and constitute the entire agreement with respect to access to and use of the Offerings. If there is conflict among the terms of the foregoing notice or policies, these Terms prevail. If any provision of these Terms is unlawful, void, or unenforceable, then that provision will be deemed severable from the remaining provisions and will not affect their validity and enforceability. If Client does not act to enforce a breach of these Terms, that does not mean Client has waived its right to enforce these Terms. You may not assign or transfer these Terms or any of your rights or obligations (or your membership or use of Offerings) to anyone without Client’s written consent. Client may assign these Terms to its affiliates or a party that buys Client without your consent. There are no third-party beneficiaries to these Terms.
Privacy
Your use of the Offerings is subject to these Terms and Privacy Notice
Translations
We may translate these Terms into other languages for your convenience. Nevertheless, the English version governs your relationship with Client, and any inconsistencies among the different versions will be resolved in favour of the English version.
Modifications to Terms
Client may, in its sole discretion, modify or revise these Terms, including without limitation Client’s Privacy Notice and any referenced policies, at any time by posting the amended terms on the Offerings or otherwise linking to them in the Offerings. Client additionally may either: (1) notify you via the contact information associated with your account if you have registered with the Offerings (you must ensure that Client’s email is not filtered from your Inbox by your ISP or email software), or (2) post the date of the update on the Terms, Privacy Notice, or other applicable policies. You agree that your use of the Offerings after the date on which the Terms changed will constitute your acceptance of the updated Terms, and that you agree to be bound by such modifications or revisions.
Copyright Notice
Reporting Claims of Copyright Infringement
Client takes claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable Law. If you believe any materials accessible on or from the Offerings infringe your copyright, you may request removal of those materials (or access to them) from the Offerings by submitting written notification to the Client. In accordance with Digital Millennium Copyright Act (“DMCA“), the written notice (the “DMCA Notice”) must include substantially the following:
Your physical or electronic signature
Identification of the copyrighted work you believe has been infringed or, if the claim involves multiple works on the Offerings, a representative list of such works
Identification of the material you believe to be infringing, in a sufficiently precise manner to allow us to locate that material
Adequate information to allow us to contact you (including your name, postal address, telephone number, and, if available, email address)
A statement that you have a good-faith belief that use of the copyrighted material is not authorised by the copyright owner, its agent, or the law
A statement that the information in the written notice is accurate
A statement, under penalty of perjury, that you are authorised to act on behalf of the copyright owner
DMCA Notices must be sent to our register address:
If you fail to comply with all the requirements of DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Offerings is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees).
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With over 20 years of experience in construction industry we bring our expertise to provide a cloud based project management platform that has been designed for the real-world taking into consideration day to day problems to optimise the processes across multiple devises.
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