PACS-TOOLS End User Terms of Use

1. End User Terms of Use

Operation and access to the PACS TOOLS (both defined below) is carried out or provided by PACS-TOOLS Limited (“PACS”), a company registered in England with number 7011023 and registered office at Arrowsmith Court, Station Approach, Broadstone, Dorset. BH18 8AT. Our VAT number is 136 8365 91.  By using PACS-TOOLS or entering any transactions with PACS in respect of our PACS-TOOLS products and/or our services, you agree to be bound by the End User Terms of Use operable for the time being and as set out herein (“End User Terms of Use”).  Please read through the End User Terms of Use carefully every time you use PACS-TOOLS. In particular, your attention is drawn to clause 8 of the End User Terms of Use (Warranties and Liability).
PACS reserves the right to change the End User Terms of Use at any time.  Any such changes will take effect when posted on the PACS-TOOLS client domain (as defined below) and it is your responsibility to read the End User Terms of Use on each occasion you use the PACS-TOOLS.  Your continued use of the PACS-TOOLS shall signify your acceptance to be bound by the latest version of the End User Terms of Use.
You agree that you have read and understood these End User Terms of Use and that you will continue to keep yourself informed of them.  Please click on the button marked "I Accept" at the end of these End User Terms of Use if you accept them. Please understand that if you refuse to accept these End User Terms of Use, you will not be able to access the PACS-TOOLS.

1. Interpretation

2.1          The definitions and interpretation in this clause 2 apply to the End User Terms of Use:
 “Business Day”                                             a day (other than a Saturday, Sunday or public holiday) when banks in the City of London are open for business;
 “Client”                                                            means a person (whether an individual or a corporate body) in respect of whom PACS has agreed to provide access to the PACS-TOOLS in accordance with the End User Terms of Use;
“Client User”                                                   means any user granted access to PACS-TOOLS as instructed by the Client. This may include Client staff, Client supplier staff or external resources appointed by the Client to perform certain duties.
 
“Document” and
“Documentation”                                           includes, in addition to a document in Writing, a map, plan, design, drawing, picture or other image, or any other record of any information in any form;
“Input Material”                                              means any Documents, data or other information or materials provided by the Client to PACS in respect of the PACS-TOOLS or otherwise, in such format as PACS may from time to time prescribe;
"Intellectual Property Rights"                     shall mean patents, system codes, scripts, process documents, user guides, system logic, design patents, and designs (whether or not capable of registration), chip topography rights and other like protection, copyright, trademark and any other form of statutory protection of any kind and applications for any of the foregoing respectively as well as any trade secrets.
“Normal Business Hours”                          9.00 am to 5.00 pm local UK time, each Business Day;
“Output Material”                                           means any Documents, data or other information or materials, including, without limitation, standard reports available across the tools and E-Bid Reports, provided by PACS to the Client in respect of the PACS-TOOLS or otherwise;
 “PACS-TOOLS”                                             means the suite of services and facilities provided by PACS and available to Clients at the PACS-TOOLS Client Domain, details of which services and facilities are set out in Schedule 1, as further provided in subsequent Schedules;
“PACS-TOOLS Client Domain”                   the relevant website domain where the client gains access to the PACS-TOOLS services, https:// www.clientxxx.pacstools.org.uk, or at any other domain name which directs internet users to the PACS-TOOLS Client Domain;
“PACS Website”                                             the websites at hyperlink “http://www.pacs.org.uk”, “http://www.pacs-tools.org.uk” or any other domain name or website access which directs the users to the PACS website;

“Writing” and “Written”                                include email and comparable forms of electronic communication.
2.2          In these End User Terms of Use, reference to any of the PACS-TOOLS includes, where appropriate, the provision by PACS of such services as are necessary to enable access to, and usage of, the relevant PACS-TOOLS (provided that such services shall not include the analysis or interpretation of the information derived from the PACS-TOOLS or the provision of the infrastructure necessary to access the PACS-TOOLS domain or the PACS Website itself).

1. Supply of Information
   1. The Client User shall upload all Input Material in such form and detail as may be specified within the relevant PACS-TOOLS for the provision by PACS of the PACS-TOOLS. 
   2. Following receipt of the Input Material, PACS may request from the Client User, and if so requested the Client User shall provide (at its cost), copies of Documents, data or other information or materials supporting or otherwise relating to such Documents, data, or other information or materials.
   3. The Client User is responsible for the accuracy, content and appropriateness of all on-line assessment/survey and inspection templates used. Should the Client User require any new templates or wish to change any existing templates the Client User will provide the necessary details to PACS and PACS will create the new/revised template for the Client User. PACS shall not be responsible for any risk liabilities resulting from Client Users failure to perform their duties, including ensuring the online templates are fit for purpose.
   4. The Client User shall ensure the accuracy of all Input Material and shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage.  PACS shall have no liability for any such loss or damage, howsoever caused. 
   5. The Client User shall not store, distribute or transmit any viruses, or any material through the PACS-TOOLS that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities.
   6. The Client User shall be responsible for reviewing and updating all variable data included in its Input Material, provided that the Client User will not be permitted to delete any data from PACS’ database.  Any such information deleted from the relevant Tool shall be archived but remain available to the Client on requesting the relevant report.
   7. It is the responsibility of the Client to ensure that only individuals specifically authorised to collate, process and supply Input Material and/or other information to PACS in connection with the PACS-TOOLS will handle, upload or supply such Input Material and/or other information, and that no individual who does not have proper authorisation will be permitted to handle, upload or supply such Input Material and/or other information to PACS or to communicate with PACS in any way.
2. Rights in Input and Output Material
   1. The property and any copyright or other intellectual property rights in:
      1. any Input Material shall belong to the Client;
      2. any Output Material shall, unless otherwise agreed in Writing between the Client and PACS, belong to PACS, but the Client shall be entitled to use the Output Material (for the purpose only of utilising the relevant PACS-TOOLS) by way of a non-exclusive, perpetual, royalty-free non-transferrable licence, subject to payment in full of all sums payable under the Contract.
   2. Any Input Material or other Documents, data or other information or materials provided by the Client shall be kept and maintained on an anonymous basis by PACS.  All Output Material or other Documents, data or other information or materials provided by PACS shall be kept confidential by the Client.  The foregoing shall not apply to any Documents, data or other information or materials which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of either party.
   3. The Client User warrants that:
      1. any Input Material and/or other Documents, data or other information or materials provided by the Client User and their use by PACS for the purposes of providing the PACS-TOOLS will not infringe the copyright or other intellectual property rights or any other rights of any third party;
      2. where the copyright or other intellectual property rights or any other rights in respect of such Input Material and/or other Documents, data or other information or materials belong to a third party, the said third party has consented to their disclosure and full use for the purposes contemplated and set out within the End User Terms of Use, including for the avoidance of doubt the sharing of such data with all users of the PACS-TOOLS and PACS;
      3. the Client User has obtained the consent from the relevant living individuals concerning the retention and use of their personal data in accordance with these End User Terms of Use;
      4. the Client User shall not share user names or pass codes allocated to it or otherwise allow any other person to access the PACS TOOLS.

4.4             Except as stated in these End User Terms of Use, the Client and Client User has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the PACS TOOLS or the PACS Website in whole or in part.

1. Warranties and Liability
   1. PACS will use reasonable endeavours to ensure the reliability of all information supplied to the client.  However, it is acknowledged by the Client that such reliability is contingent on the completeness and accuracy of the Input Material and/or other Documents, data or other information or materials provided by the Client to PACS and/or the Response Data supplied by Suppliers, for which PACS accepts no responsibility.  Accordingly, PACS makes no representation or warranty of any kind, express, implied, statutory or otherwise regarding the accuracy of Input Material.

Any indemnities, warranties, terms and conditions (whether express or implied), and representations are excluded to the fullest extent permitted by law.

1. 1. PACS shall have no liability to the Client User for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or other Documents, data or other information or materials or instructions supplied by the Client User which are incomplete, incorrect, inaccurate, illegible, out of date, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or from any other fault of the Client User.
   2. Except as expressly provided in the End User Terms of Use, PACS shall not be liable to the Client User by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty or common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of PACS, its servants or agents or otherwise) which arise out of or in connection with the provision of the PACS-TOOLS (including any delay in providing or failure to provide such services) or its use by the Client, and the entire liability of PACS under or in connection with a particular Contract shall not exceed the amount of PACS’ Charges for the provision of the PACS-TOOLS under the particular Contract, except as expressly provided in the End User Terms of Use.
   3. PACS shall not be liable to the Client User or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the PACS-TOOLS, if the delay or failure was due to any cause beyond the reasonable control of PACS.
   4. Reasonable steps have been taken to protect the PACS-TOOLS by anti-virus software but Clients and Client Users are advised to take all necessary steps to ensure that no virus contamination occurs.  No responsibility can be accepted by PACS for any loss or damage sustained as a consequence of any virus transmission.
   5. PACS does not accept any liability for any loss of data or damage to any Client Users computer system (or any other computer system with which a Client User may interact through its computer system and related peripheral components) which occurs due to the Client Users use of the PACS Website or as a result of downloading material from the PACS Website.
   6. Nothing in these Terms shall exclude or limit any liability of PACS in respect of death or personal injury caused by the negligence of PACS.
   7. Other than as indicated in these End User Terms of Use, PACS will not share a Client Users information with or disclose any of its data to any other party except as requested or with its prior approval, other than:
      1. to any of our professional advisors where necessary; and/or
      2. if required by law.
   8. PACS will not use personal data for any purpose other than that indicated.
   9. PACS will not hold personal data for longer than one year from the last transaction entered into or query received from a Client or other person.
   10. If any details change or are incorrect or if an individual or Client wishes to enquire in relation to what data PACS is holding in its respect, please notify PACS immediately by emailing on admin@pacs.org.uk or writing to: Property and Change Solutions Limited, 71 Beaufoys Avenue, Ferndown, Dorset, BH22 9RN. 
   11. In accordance with the Data Protection Act 1998 and other supporting regulations for the time being in force, PACS has implemented security policies, rules and technical measures to protect personal data from unauthorised access, improper use or disclosure, unauthorised modification and unlawful destruction or accidental loss.
2. Demonstration Packages

The PACS Website may provide access to demonstration packages enabling a Client or potential Client to see examples of certain of the PACS-TOOLS, which PACS can provide.  The information shown on these packages does not relate to actual properties or services and is for demonstration purposes only, and should not be relied upon for any other purpose.

1. Intellectual Property Rights
   1. This Agreement shall not be construed to transfer to Client any proprietary rights to the intellectual property rights in PACS-TOOLS pre-existing service concepts, tools and methodologies, which Service Provider uses in its own internal process of providing the Services
   2. PACS own all the Intellectual Property Rights and all other rights in any copy, translation, modification, adaptation or derivation of any work performed by PACS under this Agreement, including any improvement or development thereof. For the avoidance of doubt it is recorded here that in consideration of exclusive rights of PACS-TOOLS, PACS shall have the sole right to copy, amend, modify, develop, sublicense and assign the Service Result, associated documentation or any Change thereof.
2. General
   1. No failure or delay by PACS or Client in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
   2. If any provision of the End User Terms of Use is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the End User Terms of Use and the remainder of the provision in question shall not be affected.
   3. The Contract shall be governed by and construed in accordance with English law, and the parties hereto agree to submit to the non-exclusive jurisdiction of the English courts.
   4. The Client User must not conduct any systematic data mining or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to PACS-TOOLS without our express written PACS.
   5. Graphic material Content must not depict violence in an explicit, graphic or gratuitous manner. Content must not be pornographic or sexually explicit, or consist of or include explicit, graphic or gratuitous material of a sexual nature.
   6. Negligent advice derived from PACS-TOOLS content must not consist of or contain any instructions, advice or other information that may be acted upon and could, if acted upon, cause:
      1. illness, injury or death; or
      2. any other loss or damage.
   7. Client Users must not use the PACS-TOOLS for any purposes related to marketing, advertising, promotion, or the supply and/or sale of goods and/or services. Content must not constitute spam. Client Users must not use the PACS-TOOLS to transmit or send unsolicited commercial communications. Client Users must not use the PACS-TOOLS to market, distribute or post chain letters, ponzi schemes, pyramid schemes, matrix programs, "get rich quick" schemes or similar schemes, programs or materials.
   8. Client Users must not use the PACS-TOOLS to provide any legal, financial, investment, taxation, accountancy, medical or other professional advice or advisory services.
   9. Client Users netiquette content must be appropriate, civil, tasteful and accord with generally accepted standards of etiquette and behaviour on the internet. Content must not be offensive, deceptive, threatening, abusive, harassing, or menacing, hateful, discriminatory or inflammatory. Content should not cause annoyance, inconvenience or needless anxiety. Client Users shall not flame or conduct flame wars on PACS-TOOLS (“flaming” is the sending hostile messages intended to insult, in particular where the message is directed at a particular person or group of people). Client Users shall not troll PACS-TOOLS (“trolling” is the practice of deliberately upsetting or offending other users). Client Users must not flood PACS-TOOLS with content focusing upon one particular subject or subject area, whether alone or in coordination with other users. Content must not duplicate existing content on the PACS-TOOLS. Client Users must at all times be courteous and polite to other PACS-TOOLS users.
   10. PACS reserve the right to edit or remove any content in our sole discretion for any reason, without notice or explanation. Without prejudice to this general right and our other legal rights, if you breach this Agreement in any way, or if we reasonably suspect that you have breached this Agreement in any way, we may:
       1. delete or edit any of your Content;
       2. temporarily suspend your access to a part or all of the Service;
       3. and/or permanently prohibit you from using a part or all of the Service.
   11. Where PACS suspend or prohibit your access to the PACS-TOOLS or a part of the PACS-TOOLS, you must not take any action to circumvent such suspension or prohibition (including without limitation using a different account).
   12. Notwithstanding the provisions of this Agreement, PACS do not actively monitor content.
   13. Client Users are required to report abuse if you become aware of any material on the PACS-TOOLS that contravenes this Agreement, you must notify us by emailing admin@pacs.org.uk