END USER LICENCE AGREEMENT (EULA)
Last Updated: 16/05/2013
Your right to use this software is subject to terms set out in this Licence Agreement. Please read them carefully.
1. Program and grant of licence
The 'Program' means the licensed software, together with the User's Manual and any other relevant operational literature. Under copyright law you are prohibited from installing or running the software without the consent of Technopoly. In consideration of the terms of this Licence, Technopoly grants you, the purchaser of the software, a non-exclusive right (the 'Licence') to install and run the software as permitted by this Agreement. Any and all references to the word 'software' in this Agreement shall mean the object code Program software, all printed materials, documentation, manuals, computer media, data, help files, text and images. The Licence is personal to you, and may not be assigned, sold or transferred in any other way without the express prior consent in writing of Technopoly. The 'Licence' is renewed for periods of time determined by Technopoly and on an annual basis. Following payment of the Annual Licence Fee a new licence key is issued.
(a) Under the terms of this licence YOU ARE PERMITTED TO:
(1) Use the Program in connection with a single PC including a laptop or, where you have purchased a network version, on a single network, which is under your control. If you wish to use the Program on more than one PC you must obtain additional user licences. If you wish to use the Program across multiple sites you must purchase a multi site licence.
(2) Load the software and use it in connection with a single set of data only at any one time, whether this is for a company, partnership, group, person or otherwise unless you have purchased a licence to allow you to work with multiple sets of data.
(3) Take a backup of the Program as part of your normal housekeeping procedure. Any other copies of the Program, whether as a whole or in a part, made without the prior written consent of Technopoly, are unlawful and a breach of this Agreement.
(b) YOU MAY NOT YOURSELF, NOR MAY YOU PERMIT OTHERS TO:
(1) Transfer or part with possession of the Program or seek to sub-licence or assign the licence or your rights under it;
(2) Use, copy or transfer the software or other component parts of the Program except as allowed for by this Agreement;
(3) Distribute, rent, loan, sub-licence or otherwise deal in the software and or any other component elements of the Program;
(4) Alter, adapt, merge, modify or translate the software or other component elements of the Program in any way, or for any purpose, other than with the prior written consent of Technopoly;
(5) Reverse engineer, disassemble or de-compile the software otherwise than with the prior written consent of Technopoly;
(6) Remove, change or obscure any identification marks or notices of propriety rights and restrictions on or in the software and any other component element of the Program.
(a) Any action detailed in points 1(b) 1,2,3,4,5,6, will automatically terminate this agreement and your licence to use the system.
(b) The licence may be terminated by Technopoly without refund if you fail to make payment after seven days notice of any sums due to Technopoly under this or any other contract with Technopoly; including the payment of any licence fees. Termination means the system licence will time out and you will not be able to login and use the system until another licence key is supplied by Technopoly.
(c) Within 7 days of termination of this licence, you will return the original, as well as all copies or part copies of the Program, or will furnish to Technopoly a letter attesting to the destruction and or complete deletion/removal of the original software system and any such copies from your servers or PC's.
(d) This Agreement will also terminate without further action or notice by Technopoly if you become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or other receiver appointed, or if you suffer or file any similar action in consequence of debt.
(e) Your rights to use the Program will terminate automatically if you fail to comply with any terms of this Licence. Technopoly will at its sole discretion extract and supply any data held within its systems, this work will be charged at our normal hourly rates for all work done to extract or prepare this data in a suitable format for transfer or release. Such data will only be released following receipt of payment in full for any such work.
Any use of any copies of the Program after termination of the Licence is unlawful.
As the owner of the Licence copyright, Technopoly warrants to you only that: -
(a) The software, when used properly, will provide the functions and facilities and will perform as described in the User Manual supplied with it;
(b) Following installation, Technopoly will provide 'free' Program, user and training support by telephone/email/remote connection during normal business hours for a period of 12 months from the date of first installation. Any free on site training will be limited to the number of days agreed in our proposal or Terms of Supply. Any additional on site training or additional functions/ features or reports that may be required other than those provided as part of the update programme, will be charged for using our normal charge out rates. Following the first 12 months, ongoing remote support will be covered by the annual licence fee.
(c) In the event of any errors in the Program, Technopoly may, at its sole discretion, correct the same by 'patching' or by replacing the Program with a new version. This guarantee excludes defects caused by accidents, abuse, poor storage or handling, or any act referring to in sub-clauses 1(b) (4) and (5) above;
4. Exclusion of Other Warranties
Except for the express warranties contained in section 3 above, Technopoly gives and you receive no other warranties, conditions or representation, express or implied, terms of quality and fitness for a particular purpose are excluded. Technopoly does not warrant that the operation of the software will be error free and uninterrupted. It is your exclusive responsibility to ensure that the Program is fit for your needs and the entire risk as to its performance and as to results obtained from its use is assumed by you. You hereby acknowledge that the content and accuracy of documents produced by the Program are your sole responsibility and, whether or not produced using the software, that you also remain responsible for ensuring that any information, opinions, recommendations, forecast or other comments submitted to third parties are accurate and complete.
5. Disclaimer and Limitation of Liability
You hereby acknowledge that the allocation of risk in this Agreement reflects the price paid for the Program and also the fact that it is not within Technopoly's control how, and for what purpose, you use the Program. In no event, therefore, will Technopoly be liable for any direct, consequential, incidental or special damage or loss of any kind (including, but not confined to, loss of profits, loss of contracts, business interruptions, loss of or corruption of data) however caused and whether arising under contract or tort, including negligence or otherwise. If any exclusion, disclaimer or other provision contained in this Licence is held to be invalid for any reason by a court of competent jurisdiction and Technopoly becomes liable thereby for loss or damage that could otherwise be limited, such liability whether in contract, tort or otherwise, will not exceed the amount actually paid by you for the core software programme licence.
Technopoly does not exclude or limit its liability for death or personal injury resulting from any act or negligence perpetrated by it.
(a) Any reseller, distributor or dealer (including any Technopoly approved dealer) from whom you may have purchased the Program is expressly not appointed or authorised by Technopoly as its servant or agent. No such person has any authority, either express or implied, to enter into any contract or provide any representation, warranty or guarantee with or to you on behalf of Technopoly or otherwise to bind Technopoly in any way whatsoever. Technopoly will not be responsible for any modifications or mergers made to the Program by such persons.
(b) Technopoly shall not be liable to you in respect of the circumstances arising outside in reasonable control.
(c) Failure by Technopoly to enforce any particular term of this Licence shall not be construed as a wavier of any of its rights under it.
(d) If any part of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason whatsoever, the validity of the remainder of terms will not be affected.
(e) The Licence constitutes the entire agreement between the parties in relation to the Program and it's licensing and supersedes any other oral or written communications, agreements or representations with respect to the Program.
(f) The terms and conditions of this Licence will be governed and construed in accordance with English law, and any dispute arising under this Agreement or in connection with the Program shall be submitted to the exclusive jurisdiction of the English Courts, save where Technopoly otherwise agrees. No variation, amendment of or addition to this Licence shall be effective unless Technopoly's prior agreement in writing shall be obtained.
(g) Technopoly have a policy of continuous improvement and reserve the right to make improvements to its software at any time.