SB Consulting – SOFTWARE LICENCE AGREEMENT ( » Agreement » )
IMPORTANT: THIS SOFTWARE AND ANY SOFTWARE UPGRADE (THE « SOFTWARE ») IS OFFERED SUBJECT TO THE TERMS OF THIS AGREEMENT. YOU SHOULD READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SOFTWARE. IF YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE ACKNOWLEDGE AND ACCEPT THESE TERMS BY CLICKING THE « I ACCEPT » BUTTON BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. USE OF THE SOFTWARE WILL INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
1. Software Licence
(i) You shall acquire only a non-exclusive, non-transferable licence ( » Software Licence » ) for the number of people stated on licence certificate or on the upgrade certificate to use the Software on your workstations and servers. The Software shall at all times remain the sole property of SB CONSULTING or the relevant third party licensor. (ii) Such licence shall only be transferable with the prior written consent of SB CONSULTING to be granted at its absolute discretion and provided that (a) you shall de-install the Software from your workstations and servers, and (b) the transferee agrees to be bound by this Agreement. (iii) You shall use the Software solely for your internal business use and for the benefit of no other person or entity. (iv) You shall not rent, lease, sub-licence or lend the Software to any person or use the Software for commercial time-sharing or service bureau use.
2. Intellectual Property Rights
(i) You acknowledge that all copyright, patents and other intellectual property rights of whatever nature in the Software shall remain vested solely in SB CONSULTING or the relevant third party licensor. You undertake to take all reasonable precautions to maintain the confidentiality of such Software, and all know-how and trade secrets incorporated therein and not to copy the Software other than as required by the installation procedure for use of the Software subject to the terms of this licence (keeping the original(s) solely for backup or archival purposes) and otherwise not to copy or duplicate or permit the copying or duplication of the Software by any means, save for making backups in accordance with normal business practice and otherwise as permitted by law. (ii) SB CONSULTING grants consent to you to extend and/or change the functionality of the Software only by use of SB CONSULTING’ Software Development Kit (« SDK ») for the Software and according to the methods described in the SDK’s accompanying documentation. SB CONSULTING is not responsible for any extensions or changes to the functionality of the Software you may make, nor for any effect such extensions or changes may have on the functionality of the Software or any other software programs. (ii) You otherwise undertake not to alter, develop, adapt, modify or customise the whole or any part of the Software in any way, nor disassemble, decompile or reverse engineer or otherwise attempt to derive the source code of, the Software without the prior written consent of SB CONSULTING, save as permitted by law. (iii) Where SB CONSULTING grants consent to you to alter, develop, adapt, modify or customise the whole or any part of the Software in any way the intellectual property rights in such alterations, developments, adaptations, modifications, customisations and any new features, functionality, or performance provided by the Software as a result ( » Changes » ) shall be the sole and exclusive property of SB CONSULTING and you shall obtain no rights, title or interest in or to such Changes. (iv) You acknowledge that some elements of the Software may be owned by a third party and agree that where this is the case, such third party shall obtain the benefit of this Agreement. The Software incorporates open source code which is licensed subject to the terms and conditions of the Code Project Open License (CPOL) 1.02. AND MIT License. (v) SB CONSULTING shall be entitled from time to time during normal working hours without notice to enter your premises to verify that you are complying with the terms of this Agreement.
3. Limited Warranty and Limitation of Liability
(i) Save as expressly provided in this Agreement, the Software is provided » as is » without any warranty of any kind, either express or implied, including but not limited to implied warranties of merchantability, satisfactory quality and fitness for a particular purpose. (ii) SB CONSULTING shall be under no liability in respect of any defect arising from normal wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow SB CONSULTING’ instructions (whether oral or in writing), or misuse or alteration or repair of the Software without SB CONSULTING’ approval. (iii) SB CONSULTING shall be under no liability in respect of any third party software provided under this Agreement. (iv) SB CONSULTING accepts no liability for errors or omissions in its quotations, price lists, instructions, training materials and other literature, whether in printed or electronic form. (v) SB CONSULTING does not exclude or limit its liability to you in respect of death or personal injury resulting from negligence within the meaning of section 1(1) of the Unfair Contract Terms Act 1977 or any other liability which, by law, it cannot exclude or limit. (vi) SB CONSULTING will not be liable to you for any loss or damage additional to that set out in clause 3 (v) above (including costs or expenses relating to or arising out of such loss or damage) whether arising from contract, tort (including negligence), breach of statutory duty, contribution or otherwise, and whether or not you have been made aware of the possibility of such loss or damage:(a) indirect or consequential loss;(b) loss of revenue, business, profits, interest or anticipated savings; (c) loss of goodwill or reputation; (d) loss of or damage to records or data including, but not limited to, any costs of regenerating or restoring any lost or damaged records or data; (e) penalties, fines or other sanctions imposed by any governmental or other regulatory body; or (f) third party claims for loss or damage or other compensation. (vii) In respect of all loss or damage additional to that set out in Clauses 3 (v) and 3 (vi) above, the liability of SB CONSULTING to you, whether in contract, tort (including negligence), breach of statutory duty, contribution or otherwise shall be subject to a limit of the price paid by you for the Software in respect of any event or series of connected events.
4. Microsoft Dynamics 365 Business Central
(i) The Microsoft Software License Terms govern your licensed use of Microsoft Dynamics 365 Business Central, including the part of Microsoft Dynamics 365 Business Central which enables the Software to function with Microsoft Dynamics 365 Business Central, but not the Software itself. (ii) Microsoft is not responsible for the Software or any effect it may have on the functionality of Microsoft Dynamics 365 Business Central, and/or accompanying software documentation for Microsoft Dynamics 365 Business Central. (iii) In the event of a breach of this Agreement or where SB CONSULTING can no longer provide appropriate support services to you for any reason, you will not have the right to receive copies of the Software and/or materials necessary to support the Software. (iv) Microsoft will be a third party beneficiary of this Agreement with respect to the matters in this clause and Microsoft will have the right to enforce this clause of the Agreement with you and verify your compliance of it.
5. Term and Termination
(i) This Agreement and the Software Licence are effective until terminated. This Agreement and the Software Licence will terminate immediately if you fail to comply with any term or condition of this Agreement including, without limitation, failure to pay any sum owing to SB CONSULTING. Upon such termination you agree, with immediate effect, to (a) cease using the Software, (b) de-install the Software from your workstations and servers and (c) (if applicable) destroy or return the CD containing the Software. (ii) The provisions of Clauses 2, 3, 4, 6 and this Clause 5 shall survive termination of this Agreement and the Software Licence, however and whenever occurring.
6. Miscellaneous
(i) The headings of the clauses in this Agreement are for convenience only and do not affect the interpretation of this Agreement. (ii) Any notice to be given by one party to the other shall be given in writing and shall be properly served if sent by pre-paid first class postage to the registered office or last known business address of the party to be served and shall be deemed to have been received on the second business day after posting or on the fifth business day if delivered internationally. (iii) No waiver by SB CONSULTING of any breach of this Agreement by you shall be considered as a waiver of any subsequent breach of the same or any other provision. (iv) This Agreement sets forth the entire understanding and agreement between you and SB CONSULTING and supersedes all prior agreements, whether written or oral, with respect to the Software, and may be amended only in writing, signed by you and SB CONSULTING. (v) This Agreement shall be construed in accordance with English Law and the English Courts shall have exclusive jurisdiction in any dispute relating to this Agreement, save that SB CONSULTING may, at its discretion, bring any proceedings against you in the courts of any other country where the remedies sought through such proceedings include injunctive relief. (vi) If any part of this Agreement shall be or become invalid or unenforceable in any way and to any extent by any existing or future rule of law, order, statute or regulation applicable thereto, then the same shall to the extent of such invalidity or unenforceability be deemed to have been deleted from this Agreement which shall remain in full force and effect as regards all other provisions.