End User Licence Agreement – Electronically Supplied Software Products
FOR TRIAL, LICENCE PURCHASE AND USE
*********PLEASE READ CAREFULLY*********
1.1 This Licence Agreement (“Agreement”) is an agreement between you and Cirrus Information Technology Limited. Please read these terms and conditions carefully before downloading any software and applicable documentation as they contain important information about your rights and obligations. It governs your use of the software (“the Software”) supplied to you by Cirrus and related documentation. In particular, we draw your attention to clause 9 (limitation of liability).
1.2 By downloading, installing or otherwise using the Software you agree to be legally bound by this Licence Agreement as it may be modified and posted on our website from time to time.
1.3 If you do not wish to be bound by this Agreement, then you may not download or use the Software.
2.1 Specific conditions of use which apply to the type of licence you have acquired from Cirrus are:
2.1.1 In consideration of the Licence Fee, Cirrus hereby grants to the Client for the duration of this Agreement, a non-exclusive and non-transferable licence to use the Software on the Equipment at the Registered Site. Unless specifically authorised by this Agreement, the Licence does not permit the Client to rent, loan, distribute or otherwise deal in the Licensed Programs or use the Licensed Programs to process data for third parties (including group companies) or provide a bureau service to third parties (including group companies).
2.1.2 If the Registered Site is inoperative and for the purposes of business recovery configuration and testing, the Client may make back-up copies of the Licensed Program and use them temporarily at no extra charge on any back up equipment or systems owned, leased or operated by the Client at another site. If the Client ceases to use any of the equipment on which the Licensed Programs have been installed, it will ensure that all copies of the Licensed Programs have been previously deleted.
2.1.3 Except as permitted by Cirrus in writing or to the extent permitted by law, the Client shall not (i) decompile, reverse engineer, disassemble or otherwise reduce any part of the Software to human-readable form or (ii) make error corrections to or otherwise modify or adapt the Licensed Programs or create derivative works based upon the Licensed Programs, nor permit any third party to do any of the foregoing.
2.1.4 You may install and use the Software on any number of computers at one single physical (geographical) location notified to Cirrus. You may share the licence on a server based computer, and use the Software on more than one computer at the same time. No other copies of the software maybe installed.
2.1.5 Cirrus make available for a period of thirty calendar days the latest production software version at no charge to you, for evaluation and or demonstration purposes only. This evaluation Software is licensed to you with all the rights set out above, but with a limited license term. You agree and acknowledge that Cirrus provides evaluation Software solely for demonstration purposes and not for long term use. On your accepted order, and payment of the applicable fee, Cirrus will provide a further licence key to you for conversion of an evaluation limited license to a full non-exclusive and non-transferable software licence as stated in section 2.1.1 above.
3 RESTRICTIONS ON USE
3.1 You may make one copy of the Software solely for backup and recovery purposes. Any such copies shall in all respects be subject to the terms and conditions of this Agreement.
3.2 You shall not make copies of the Software additional to those expressly permitted in this Licence Agreement.
3.3 You shall not copy any written documentation accompanying the Software.
3.4 You shall not remove or obscure any copyright and trademark notices or other proprietary notices relating to the Software. All notices must be duplicated as it appears on the Software on all authorised copies.
3.5 You shall not reverse engineer, decompile or disassemble the Software except to the extent expressly permitted by any applicable local laws which may over-rule this restriction.
3.6 You may not distribute any portions of the Software to any third party except under the terms of a Developer Distribution Licence if you have acquired such a licence from Cirrus.
3.7 You may not rent or lease the Software but you may transfer the Software and accompanying documentation on a permanent basis provided that (i) you retain no copies and (ii) the recipient agrees to the terms of the Licence Agreement you are transferring and (iii) you notify Cirrus of the transfer in writing.
3.8 You shall not use the Software in any way other than in a manner specifically licensed under this Agreement.
3.9 You shall not display the Software on a public bulletin board, website, and chat room or by any other unauthorised means.
4 SUPPORT PROVISIONS
4.1 Subject to Clause 2, Cirrus will from the date of signature of this Agreement use reasonable endeavours to provide Support in accordance with the service levels set out as follows:
4.1.1 Support will be via email and will be provided only to nominated contacts working at the Client’s own helpdesk who must be trained and competent users of the Software between 0900-1700 on Monday – Friday (excluding English public holidays);
4.1.2 correction of any material, reproducible errors in the latest Version, upon written notice to Cirrus of documented examples of those errors;
4.1.3 any relevant updates to the latest Version necessitated by changes to legislation but only where in Cirrus’s reasonable opinion such legislation is supported by the current functionality of the Software (i.e. changes which necessitate the writing of new or additional functionality shall be additionally chargeable);
4.1.4 new versions but not new or additional software modules, which shall be additionally chargeable; and
4.1.5 From the date of release of a new Version, the Version which is superseded shall thereafter be eligible for email support as described in Clause 4.1.1 for a period of 12 months. After the end of 12 months, such email support assistance shall only be supplied at Cirrus’s sole discretion.
4.2 Support does not include technical and application support for any Bespoke Software supplied to the Client as part of the Services (nor for problems with the Standard Software caused by any Bespoke Software) and such may be purchased separately from Cirrus.
5 INTELLECTUAL PROPERTY RIGHTS
The copyright, patents, trademarks and all other intellectual property rights in the Software and related documentation are owned by and remain the property of Cirrus Information Technology Limited and are protected by national laws and international treaty provisions. You do not obtain any rights in the Software other than those expressly granted in this Agreement.
6.1 Subject to Clause 2 this Agreement shall continue until either Party gives to the other not less than 6 months written notice to expire at the end of the Minimum Licence Term or on any anniversary of expiry of the Minimum Licence Term. For the avoidance of doubt Client may not terminate Support independently of the Licence.
6.2 This Agreement may be terminated:
6.2.1 immediately by either Party on written notice, if the other is in material breach and has not remedied the breach within thirty (30) days of receipt of notice to do so, or if that material breach is not capable of remedy;
6.2.2 immediately by either Party on written notice if the other (i) is unable to pay its debts as they fall due, (ii) passes a resolution for winding up (other than for the purposes of a solvent amalgamation or reconstruction) or if a court of competent jurisdiction makes an order to that effect, (iii) makes any arrangement with its creditors or if a receiver, manager, administrator or administrative receiver is appointed over any of its assets, or (iv) ceases or threatens to cease to do business.
6.2.3 immediately by Cirrus on written notice to the Client if (i) a competitor of Cirrus’s who is not in Control of the Client at the date of this Agreement acquires more than 30% of the voting stock of the Client, acquires all or substantially all of the Client’s assets or otherwise gains control of the Client or its business or (ii) the Client or a company in the same group of companies as the Client acquires more than 30% of the voting stock of a competitor of Cirrus.
6.3 On termination of this Agreement, the Client shall immediately cause all users to cease to use the Licensed Programs and shall uninstall the Licensed Programs from the Equipment.
6.4 Within ten (10) days of the termination of this Agreement, each Party shall, if so requested, deliver to the other, both (i) the originals and all copies of the other’s Confidential Information; or (ii) a certificate executed by its authorised officer certifying that the originals and all copies of the other’s Confidential Information have been destroyed.
6.5 The Parties’ obligations and agreements under this Clause and Clauses 1 – 11 and 12 shall survive any termination of this Agreement.
7 UPGRADE POLICY
Cirrus may create, from time to time, updated versions of the Software. Cirrus will make any such updated versions available to licensees who have paid the annual licence support fee. If you acquire an updated version of the Software then all copies of the previous version must be destroyed and not used in any circumstances.
8.1 Subject to the limitations upon its liability set out in clause 9, Cirrus warrants that:
8.1.1 for a period of 90 days from you purchasing the Software, it will materially conform to the electronic documentation provided with it; and
8.1.2 with respect to any physical compact disc(s), the same shall be free from defects in materials and workmanship for a period of 90 days from purchase.
8.2 In the event of notification within the warranty period stated in clause 8.1.1, Cirrus shall replace the defective Software and/or compact disc(s). Your remedy for breach of the warranties set out in clause 8.1 shall be limited to replacement of the defective materials and shall not encompass any other damages.
8.3 Save as stated herein, Cirrus expressly disclaims all other conditions, warranties, terms and undertakings, expressed or implied, statutory or otherwise, relating to the Software and related documentation or technical support including but not limited to warranties of quality, performance, satisfactory quality or fitness for a particular purpose.
9 LIMITATION OF LIABILITY
9.1 Nothing in this Agreement shall limit Cirrus’ liability for:
9.1.1 fraud or other criminal act;
9.1.2 personal injury or death caused by our negligence;
9.1.3 any other liability that cannot be excluded by law.
9.2 Subject to clause 8.1, Cirrus accepts no liability for any indirect or consequential loss or damage, or for any loss of data, profit, revenue, anticipated savings or business, however caused and even if foreseeable or made known to Cirrus.
9.3 Except as provided in clause 8.1, Cirrus’s maximum liability to you for any cause whatsoever will be limited to the amount paid for the Software.
10.1 If a Court or other competent authority decides that any provision of this Agreement is void or otherwise ineffective in whole or in part then any other part and the other terms and conditions of this Agreement shall continue in full force and effect.
11 THIRD PARTY RIGHTS
11.1 The parties do not intend that any term of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.
12 ENTIRE AGREEMENT
12.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all previous agreements, arrangements or undertakings between the parties relating to the subject matter of this Agreement and any representations or warranties previously given or made to it.
13.1 You may not assign this Agreement or any of its rights or obligations hereunder nor sub-license the use (in whole or in part) of the Software without Cirrus’s prior consent.
14.1 All notices shall be given:
14.1.1 to Cirrus via e-mail at firstname.lastname@example.org
14.1.2 to you at either the e-mail or postal address you provide during any ordering process.
14.2 Notice will be deemed received when an e-mail is received in full (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or 3 days after the date of posting.
15 REFUND POLICY
15.1 Cirrus offers a free, no obligation 30-day trial of its products. Once the 30-day trial period has expired you can purchase a 12-month DART licence activated by entering a full 12-month licence key.
15.2 We hope you will be happy with your purchase, however, in the unlikely event of you needing to cancel your order and claim a refund, we do reserve the right to refuse but will consider your request if the following condition applies:
A 12-month licence key has not been made available via email or telephone from Cirrus
15.3 Once a 12-month licence string has been stated by telephone or via email, a refund will not be given in any event.
16 GOVERNING LAW
16.1 This Agreement is governed by and interpreted in accordance with English law. Any disputes or claims relating to this Agreement shall be subject to the exclusive jurisdiction of the English and Welsh Courts.