1
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GRANT AND SCOPE OF LICENCE
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1.2
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In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Software and the Documents on the terms of this Licence.You may use the Software for your personal purposes (if you are a consumer) or for your internal business purposes (if you are a business) only.
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2
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INTELLECTUAL PROPERTY RIGHTS
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2.1
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You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of this Licence.
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2.2
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You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
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3
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SUPPORT
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3.1
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Telephone support for the Software is provided between [8am and 6pm] [Monday to Fridays] (excluding UK Public Holidays being any day on which banks are legally closed). You should refer to our website for the relevant telephone number.
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3.2
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If access to the Software is delayed, we will use our reasonable efforts to carry out any work necessary in order to ensure that the Software can be accessed by you in accordance with the functions described in the Documents. It is agreed however that we shall not be liable for any loss you may incur as a result of a delay in access to the Software.
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3.3
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If you are a consumer, this support service is in addition to your legal rights in relation to Software that is faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
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4
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LIMITATION OF LIABILITY
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4.1
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You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements. Except as specifically provided in this Licence, any Software or access to the Software is provided "as is" without warranty of any kind, express or implied, including but not limited to warranties of performance, fitness for a particular purpose, accuracy, omissions, completeness and delays.
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4.2
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If you are a business customer, we only supply the Software and Documents for internal use by your business, and you agree not to use the Software or Documents for any re-sale purposes.
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4.3
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We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
(a) loss of profits, sales, business, or revenue; - (b) business interruption;
- (c) loss of anticipated savings;
- (d) loss or corruption of data or information;
- (e) loss of business opportunity, goodwill or reputation; or
(f) any indirect or consequential loss or damage.
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4.4
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Other than the losses set out in condition 4.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the Licence Fee paid by you to us. This maximum cap does not apply to condition 4.5.
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4.5
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Nothing in this Licence shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability that cannot be excluded or limited by English law.
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4.6
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This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
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4.7
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It is hereby acknowledged that the Licensor is not a law firm and does not provide legal advice. All information provided in the Software is meant for the purposes of assisting with legal compliance and maintaining an Environmental Management System in the United Kingdom. The information and material included in the Software by no means conveys legal advice or considers the specific requirements of the individual customer. Any action taken by you or any other party in light of information provided in the Software or by the Licensor is entirely at your discretion and the Licensor accepts no responsibility for any loss or damage liable to you or any third party for any incidental or consequential damages (including, without limitation, indirect, special, punitive, or exemplary damages for loss of business, loss of profits, business interruption, or loss of business information) arising out of reliance on the information provided by the Software.
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4.8
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Further, whilst we endeavour to keep the Software up to date, we cannot be held liable for errors and omissions; compliance with the law remains your responsibility.
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4.9
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If you have concerns over compliance, you must seek professional advice, or contact your regulator or local authority.
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5
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FEES AND RENEWAL
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5.1
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You agree to pay such charges as we deem fit to impose as a license fee for the license of the Software and Documentation. The total sum of this amount will be clearly stated to you before the commencement period and may be paid in a single payment at the beginning of the term or in twelve monthly subscriptions (depending upon the Software licensed). Licence fees shall be non-refundable. In the event of early termination, the full amount of the licence fee for the unexpired term shall become due forthwith, and shall not be discounted if the licence is terminated before the end of the contracted period.
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5.2
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Your subscription to this service will automatically renew at the end of the twelve (12) month period. If you do not wish to renew at the end of this period you will need to inform us of such at least 30 days before the end of your subscription period. Failure to do so will result in an automated renewal and you will be liable for payment of a service charge to cover the next twelve (12) month period.
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6
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TERMINATION
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We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
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6.2
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Upon termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must immediately cease all activities authorised by this Licence;
(c) you must immediately pay to us any sums due to us under this Licence; and
(d) you must immediately delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Software and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
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7
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COMMUNICATIONS BETWEEN US
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7.1
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If you are a consumer, if you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to Simplifi Solutions Limited at The Court House, 9 Grafton Street, Altrincham, Cheshire, WA14 1DU. We will confirm receipt of this by contacting you in writing, normally by e-mail.
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7.2
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If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the Software.
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7.3
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If you are a business customer, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
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8
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EVENTS OUTSIDE OUR CONTROL
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8.1
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We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in conditions 8.2 and 8.3.
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8.2
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An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
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8.3
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If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
( a) our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
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9
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ACKNOWLEDGEMENTS
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9.1
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All UK Acts, Statutory Instruments, Statutory Rules and other UK legislative measures provided in full text are done so in accordance with Crown Copyright. Crown Copyright material is reproduced with the permission of the Controller of HMSO and the Queen's Printer for Scotland. We hold a PSI licence for the re-issue and distribution of crown copyright material licence number C2008001990. Reproduced under the terms of the Click-Use Licence.
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9.2
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European Legislation and all other documents taken from the European Official Journal are done so in accordance with copyright procedure. Reproduction is authorised, provided the source is acknowledged, save where otherwise stated we hereby give acknowledgement of the source of these documents © European Communities, http://eur-lex.europa.eu/. Only European Union legislation printed in the paper edition of the Official Journal of the European Union is deemed authentic.
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9.3
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Material provided from Natural England;- © Natural England material is reproduced with the permission of Natural England. All other material is reproduced with the express permission of the author and copyright is held by the author or us. Unauthorised reproduction of any material within the software and documentation is strictly prohibited.
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10
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OTHER IMPORTANT TERMS
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10.1
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We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
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10.2
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You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
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10.3
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If you are a business customer, this Licence and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Licence or any document expressly referred to in it.
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10.4
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If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
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10.5
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Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
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10.6
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This Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have exclusive jurisdiction.
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