ProjectSpace. User Terms and Conditions

1          INTRODUCTION

1.1     These are the terms and conditions (the “Terms”) applicable to your use of the Project Space Collaboration Environment (“Project Space”).

1.2     Please read these Terms carefully. Your access to, and use of, the Project Space website with all URLs being: https://projects.ursglobal.com or derivations thereof (the “Website”) is provided by and is subject to the terms, conditions and notices set out herein and all applicable laws and regulations. 

1.3     By accessing and using Project Space, you accept and agree to be bound by, without limitation or qualification, these Terms (as amended from time to time), including for the avoidance of doubt clauses 10.3 and 10.4 below with regard to exclusion of liability, and acknowledge that any other agreements between you and us are superseded with respect to the use of Project Space.

1.4     We hereby reserve the right to amend and update these Terms at any time at our sole discretion without notice to you and your continued use of Project Space after any such amendments are made, will indicate your agreement to the Terms as amended. You are bound by any such revisions and should therefore periodically visit this page to review the current Terms. These Terms cannot be altered by you unless it is agreed in writing by us.

1.5     For the purposes of the Terms "URS", "we", "our“ and "us" mean URS Infrastructure & Environment UK Limited and any reference to “you” or “your” means you, the user.

2         DEFINITIONS

2.1     In these Terms the following words have the following meanings:

2.1.1      “Documents” means any file relating to a Project and posted in the Shared Workplace;

2.1.2      "Document Naming Convention" means the procedure for naming and labelling files in Project Space as agreed between us and you for the purpose of the relevant Project.

2.1.3      “Intellectual Property Rights” means any patents, copyright, database rights, design rights, registered designs, trade marks or service marks or know how (whether registered or not and including any applications or rights to apply for registration) and all rights or forms of protection of a similar nature subsisting anywhere in the world;

2.1.4      “Project” means the construction project(s) or other projects to which you will be contributing;

2.1.5      “Service” means the service provided by us under the name Project Space and by which you can access the Shared Workplace, post, amend and annotate Documents and discuss requests for information;

2.1.6      “Shared Workplace” means that part of the Website dedicated to use by you and is where the Documents and other Project information  are stored;

3         USE OF THE SERVICE

3.1     The Service is available to you to assist you in carrying out projects with URS. We may, at our sole discretion, refuse any application for registration by you or terminate any existing registration.

4         REGISTRATION

4.1     In order to use this Website you must been invited to do so by URS. URS will also have provided to you a user name and password for your use in order to access the Website. You are hereby required to keep your user name and password confidential and not to allow any other person to access the Website using your user name and password. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under said account. Certain areas will be restricted dependent on the Administrator’s authorisation. You agree to notify URS immediately of any unauthorised use of your account or any other breach of security. URS will not be liable for any loss that you may incur as a result of someone else using your password or account.

4.2     Access to Project Space may only be gained by the use of your dedicated 'user name'. You may not use the login of any other member of Project Space to gain access to information or documents.

4.3     You agree:

4.3.1      To provide all information which we reasonably require from you to enable us to provide the Service;

4.3.2      To provide true, accurate, current and complete information about you and your organisation;

4.3.3      That we can take steps to verify the information which you or those acting on your behalf have  supplied (although we are not obliged so to do); and

4.3.4      Generally to keep us informed of any matters which relate to you and may have an effect on our ability to provide the Services.

4.4     If you provide any information that is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your registration and/or refuse any and all current or future use of the Service (or any part of it) by you.  We will not be liable for any losses, howsoever arising, as a result of such suspension termination or refusal.

4.5     If you have registered with us on behalf of a company, partnership or other entity, then you represent and warrant that you have the authority to bind such company, partnership or other entity to these Terms.

5         INTELLECTUAL PROPERTY AND USE

5.1     All Intellectual Property Rights and goodwill relating to the Website and the Service belong to our third party licensors or us.

5.2     In relation to the extranet software licensed to URS:

5.2.1      You are granted a non-exclusive, non-transferable right to use such software;

5.2.2      The licensor of such software retains all rights and title to such software and no rights or other intellectual property rights are transferred to you;

5.2.3      You agree not to copy or transfer such software or reverse assemble, decompile or otherwise attempt to derive source code from such software; and

5.2.4      You agree to comply with all statutory requirements or other regulations relating to the use of any such software.

5.3     You may only download and print extracts from the Website for undertaking your work on the Project.

5.4     You may not remove or alter copyright and other proprietary notices contained in the Website.

5.5     Other than through proper use of the Service in accordance with these Terms, you may not commercially exploit the Website (or any part of it) in any way and you may not copy or reproduce material or make it available to the public.

5.6     You are prohibited from using the Website or the content to advertise or perform any commercial solicitation.

5.7     You are prohibited from posting or transmitting to or from this Website, any material for which you have not obtained all necessary licences or approvals or which is technically harmful (including without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data);

5.8     You may not misuse the Website (including, without limitation, by (i) hacking; (ii) defacing, altering or interfering with the front end 'look and feel' of this Website; (iii) obtaining or attempting to obtain unauthorised access (via whatever means) to any of our networks; (iv) by taking any action that imposes an unreasonable or disproportionately large load on this Website and any attempt to reconfigure your account is not permitted; or by (v) using any software, routine or device to interfere or attempt to interfere electronically or manually with the operation or functionality of this Website (including but not limited to uploading or making available files containing corrupt data or viruses via whatever means));

5.9     You are responsible for complying with any and all local laws and regulations of the jurisdiction from which you access this Website.  This Website should not be accessed in any jurisdiction where for any reason the publication or availability of this Website is prohibited.  We do not represent that this Website complies with laws in all jurisdictions.  If you are in doubt, you should seek legal advice and if necessary, terminate your use of this Website immediately;

5.10  You grant us an irrevocable non-exclusive royalty free license to use all of your Intellectual Property Rights for the purpose of our fulfilling our obligations under these Terms and any Project.

6         DOCUMENTS

6.1     We do not verify or assume any responsibility for the completeness or accuracy of any information or any Document whether provided by you, URS, or any third party on the Website.

6.2     We may remove any information or material from the Website at our absolute discretion.

6.3     You must ensure you have, and maintain, adequate computer hardware and software to ensure transmission of the Documents and to access the other functions of the Service.  We shall not be responsible for any delay or failure to transmit, download or upload data from, to or via our computer systems for any reason.

6.4     When uploading Documents or other data for submission, you must ensure that such data is in a recognised standard electronic form and configuration compatible both with our and your systems and requirements. 

7         RESTRICTIONS ON USE

7.1     You will not knowingly or carelessly use the Website or Service to:

7.1.1      Impersonate any person or entity or misrepresent your or anyone else’s affiliation with you or anyone else;

7.1.2      Upload files that contain any material containing Intellectual Property Rights which are not owned by you or which you are not authorised to use;

7.1.3      Upload, post email or otherwise transmit any unsolicited or unauthorised advertising, or promotional material;

7.1.4      Publish, post, distribute or disseminate any defamatory, infringing, obscene, indecent or unlawful material or information or abuse, harass, threaten or otherwise breach the legal rights of others;

7.1.5      Upload, post email or otherwise transmit any data file containing software viruses or any other computer code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

7.1.6      Act in a manner that negatively affects the ability of any person (including us) to engage in reasonable usage of the Service or the Website;

7.1.7      Interfere with or disrupt the Service or any other services offered by the Web Site; and

7.1.8      Breach any applicable regulations, rules or statutory provisions.

8         URS OBLIGATIONS AND DISCLAIMERS

8.1     We will use reasonable endeavours to:

8.1.1      Provide the Service with reasonable care and skill and in accordance with good industry practice;

8.1.2      Use any data which you supply to us solely for the purposes of providing the Service and fulfilling our obligations under our Project contract;

8.1.3      Maintain the Service as an uninterrupted Service

8.2     Apart from the Terms set out above, we provide no other warranties as to the Service or our use of data and all other implied representations and warranties or conditions are excluded.

8.3     We reserve the right to make changes periodically to this Website at any time and without notice. However, we make no commitment to regularly update the information contained in this Website. 

8.4     While we will use reasonable endeavours to see that the information contained within the Website is correct, you should be aware that the information it contains may be incomplete, incorrect, or may have become out of date. Furthermore, we do not guarantee that this Website will operate uninterrupted or error-free, that defects will be periodically corrected or that it is compatible with your computer, hardware or software.  For the avoidance of doubt, we shall not be liable to you for any inaccuracies or other errors contained in this Website, or for any operational issues which may arise.

8.5     Information expressed in this Website should not be relied upon for personal, legal, financial or other decisions.  You should consult an appropriate professional for any advice. 

8.6     Without limiting the foregoing, we also neither warranty nor represent that your use of any of the content of this Website will not infringe the rights of any third parties, and we hereby exclude our liability for any loss suffered by you as a result of your use of this Website.

8.7     We assume no responsibility for the failure of any of our services offered on this Website, including but not limited to your ability to see / download any documents.

8.8     Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

9         COMMENCEMENT AND TERMINATION

9.1     These Terms will be effective from the date when we issue you with your password and user name and, subject to the rights for earlier termination set out below, will continue until the completion of all of your Project activities.

9.2     Either party may terminate these Terms immediately by notice to the other:

9.2.1      If any distress or execution is levied on any of the other’s property or assets;

9.2.2      If the other makes or offers to make any arrangement or composition with creditors;

9.2.3      If any resolution or petition to wind up the other’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or if a receiver or administrative receiver of the other’s undertaking, property or assets shall be appointed or a petition presented for the appointment of an administrator.

9.3     If you breach any of your obligations under these Terms (including any obligations as to payment), we shall (without prejudice to any other right or remedy available to us) have the right to suspend performance of our obligations until your obligations have been fully and properly performed. If your breach is not capable of being remedied to our satisfaction we may terminate these Terms upon giving you 7 days notice.

9.4     We shall not be liable to you or any third party for any termination of your access to the Service by us.

10      LIMITATION AND EXCLUSION OF LIABILITY

10.1  Nothing in these Terms excludes our liability for personal injury or death caused through our negligence or the negligence of our employees, servants or agents, neither do they exclude liability for any fraudulent misrepresentation.

10.2  You acknowledge that the use of all computer systems and services includes some risk of  service failure, delay or corruption, as does reliance upon internet access.

10.3  Your use of the Website (including without limitation the downloading of any software or data from the Website) is done entirely at your own risk.

10.4  To the fullest extent permitted by law, URS Corporation Group Limited excludes its liability and that of its directors, affiliates and any other party involved in creating, producing or delivering the Website for:

10.4.1   any costs associated with the recreation of lost or damaged Shared Workplace content;

10.4.2   any liquidated damages or other loss damages or compensation which may be payable by you for Project delays;

10.4.3   delays and failures in the Service resulting from causes beyond our reasonable control.  Dependant upon the circumstances, causes beyond our reasonable control will include but are not limited to loss of power, breakdown or failure or delay in telecommunications or in internet connections falling outside of our control, acts of any competent authority, fire, flood, weather conditions or industrial action;

10.4.4   any actions taken against you by any third parties in relation to the Project;

10.4.5   any indirect or consequential loss;

10.4.6   any loss of business, capital, profit, reputation or goodwill.

10.5  URS Corporation Group Limited and its affiliate companies accept no liability for loss of any kind incurred as a result of reliance on the information or opinions provided within the extranet site and no warranty is given by URS Corporation Group Limited or its affiliate companies, express or implied, arising out of the content of the site including without limitation fitness for purpose or satisfactory quality

10.6  Any link (be it a hypertext link or other referral device) used on the Website is provided for your use solely at your risk. Provision of a link does not represent any endorsement or recommendation by us and does not mean that we have any association with the linked web site.  We do not accept any responsibility for the content of any web sites that have links with the Website or for the legal consequences of your entering into any contracts with the third parties as a result of such links. We do not accept any liability for any loss, damage, expense, costs or liability whatsoever incurred by you arising in any way from your use of any link.

10.7  If you are dissatisfied with any portion of the Website your sole and exclusive remedy is to discontinue using it.

11      USER WARRANTIES AND INDEMNITIES

11.1  As a condition of your access to and use of this Website, you warrant to us that you will not use this Website for any purpose that is prohibited by these Terms or could constitute or encourage conduct that would be considered a criminal offence, give rise to civil liability, or otherwise violate any law.

11.2  You further warrant that you will not use the Website to post or transmit any infringing, threatening, false, misleading, abusive, harassing, discriminatory, liable to incite racial hatred, libellous, defamatory, vulgar, obscene, indecent, scandalous, offensive, inflammatory, blasphemous, pornographic, or profane material or material in breach of confidence or privacy. For the avoidance of doubt, we will fully cooperate with any law enforcement authorities or any court order requesting or directing us to disclose the identity of anyone posting or transmitting any such information or materials. 

11.3  You also warrant telling us as soon as you become aware of any unlawful or prohibited use of this Website by any third parties.

11.4  You hereby indemnify us against all and any losses, costs, damages, claims, demands or proceedings brought or awarded against URS Corporation Group Limited or any other of the URS group of companies by any third parties if they are a result of your use of this Website or your other actions or omissions or where URS Corporation Group Limited of any other of the URS group of companies suffers any loss or damage as a result of your breach of these Terms or from your violation of any law or the rights of a third party. Your "use" of this Website includes any use by third parties where those parties access this Website using your computer.  In such circumstances, you agree to pay URS Corporation Group Limited all costs, damages and expenses (including reasonable legal fees) awarded against or otherwise incurred by URS Corporation Group Limited or any other of the URS group of companies, arising from any claims, or legal proceedings. 

12      SECURITY

12.1  We will use reasonable endeavours to see that our platform is kept secure and that data is kept confidential in accordance with these Terms.  We will protect our IT system with appropriate levels of data integrity and use a back up server.  However, you acknowledge that no IT system is infallible and you may wish to make your own back up copies of important documents.

13      CONFIDENTIALITY AND PRIVACY

13.1  All information published to Project Space is sent at your own risk and you should therefore consider carefully its sensitivity before transmitting it.

13.2  We will use reasonable endeavours to keep the information which you provide to us or place in the Shared Workplace confidential unless disclosure to a third party is required in order for us to provide the Service or to perform our obligations under our Project contract. Similarly, you will use all reasonable endeavours to keep any information about us (including any software contained in the Service) which we provide to you confidential.  This obligation of confidentiality does not apply to any information which: is publicly known (or becomes publicly known (other than by breach of these Terms)) which, when it was disclosed to another party was already known by that other party; or which we are obliged to disclose by a court of competent jurisdiction or the rules of any stock exchange.

13.3  Any personal data (for example, your name, company address, telephone number and e-mail address) that you transmit to the Website or otherwise will be used by us solely  for the purposes of the Service and in accordance with URS general Data Protection policy. Any other communication or material you transmit to the Website, such as questions, comments, suggestions or the like, will be treated as non-confidential and non-proprietary and you hereby give us irrevocable permission to use any such communication or material as we wish.

14      POST PROJECT ARCHIVING SERVICES     

14.1  On completion of any Project, you agree that the Documents may be removed from Project Space and be archived by URS Corporation Group Limited.

15      LAWS

15.1  You will comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Service, including all applicable laws regarding the transmission of technical data exported from the country in which you reside or other relevant jurisdiction.

16      GENERAL

16.1  You and we are each independent contractors. No agency, partnership, or joint venture relationship is intended or created by these Terms or your use of the Website.

16.2  These Terms constitute the entire agreement between you and us and govern your use of the Service.

16.3  Nothing in these Terms confers or purports to confer on any third party any benefit or any right to enforce any term of these Terms.

16.4  If we decide to waive any breach of obligation arising under these Terms, that does not mean that we have waived any other breach or any future breaches. 

16.5  If at any time any part of the Terms are determined to be invalid, illegal or unenforceable in any respect pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations above, then that invalid, illegal or unenforceable part shall be severed from the remainder of the of the Terms and the validity, legality and enforceability of the remainder of the Terms shall not be affected or impaired in any way.

16.6  A printed version of this Website and these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings.

16.7  You shall not transfer or assign any benefit or any obligation arising under these Terms.

16.8  The headings in these Terms shall not affect its interpretation.

16.9  All information published to Project Space must be named and labelled in accordance with the Document Naming Convention. The web collaboration service will create an audit trail of all read, create, move, edit, delete, and revise actions. The audit trail is generated automatically and cannot be altered by any user or administrator of the system. The audit trail will provide indisputable evidence of all actions carried out on the system by a user and may be used to settle any dispute

16.10     We and you agree that these Terms and your use of the Website shall be governed by and are construed under English law and for all matters arising out of or in connection with these Terms we and you shall submit ourselves to the exclusive jurisdiction of the English Courts.

Copyright © URS Corporation Group Limited 2012. All rights reserved.