End User License Agreement

Last updated: 30th October 2023.

BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, OR ATTEMPTING TO DO ANY OF THESE, YOU HAVE ACCEPTED THESE TERMS. IF YOU DO NOT INTEND TO ACCEPT THEM, YOU HAVE NO RIGHT TO (AND MUST NOT) DOWNLOAD OR USE THE SOFTWARE.

This licence agreement (“Licence”) is a legal agreement between you (“Licensee”) and Dynavics Ltd, incorporated and registered in England with company number 09529394 whose registered office address is at 71-75 Shelton Street, London, United Kingdom, WC2H 9JQ (“Licensor”) and governs your use of Role Center Manager downloaded through Microsoft AppSource (“the Software”).

The Licensor licences use of the Software to the Licensee on the basis of this Licence. The Licensor does not sell the Software to the Licensee and remains the owner of the Software at all times.

The Licensee agrees to the terms of this Licence as a condition of the provision of the Software by the Licensor.

 

 

The Licensee acknowledges that the Licensor may update the terms and conditions of this Licence from time to time and that it is the Licensor’s responsibility to check for any updates. Any changes made to this Licence shall be set out and annotated above in the history table and shall be incorporated into the terms and conditions of this Licence.

AGREED TERMS

1. Provision of the Software

The Licensor will provide the Software materially in accordance with this Licence.

2. Grant and scope of Licence

2.1 Subject to the Licensee’s continuous compliance with this Licence and payment of the applicable Licence Fee (together with any other agreed fees), and except as otherwise set out in this Licence, the Licensor grants the Licensee a non-exclusive, non-transferable and limited licence to install and use the Software during the Licence Term (unless earlier terminated in accordance with the terms of this Licence).

2.2 The Licensor reserves the right at any time to make any improvement, substitution or modification in the design, manufacture or configuration of the Software provided that any such improvement, substitution or modification shall not result in any material change in the functionality or performance of the Software.

2.3 The Licensee may subject to prior written consent perform any of its obligations or exercise any of its rights under this Licence by itself or through any affiliate provided that:

(a) any act or omission of any such person shall be deemed to be the act or omission of the Licensee;

(b) any such performance and/or exercise shall be solely for the business purposes of the Licensee and its affiliates;

(c) any claim from an affiliate shall be brought through the Licensee and the exclusions of and caps on liability detailed in this Licence shall apply in aggregate to all claims brought by the Licensee and its affiliates.

2.4 Where third party suppliers are required to interface with or otherwise affect (or are affected by) the Software, the Licensor shall at the Licensee’s request and expense co-operate with such suppliers and shall provide such information as such suppliers shall reasonably require (on such notice as is reasonable in the circumstances and subject to such reasonable conditions as to confidentiality, security and non-interference as Licensor may propose).

2.5 The Licensee shall:

(a) provide to the Licensor the details of the Licensee authorised contact. In the event of any change in the Licensee contact, the Licensee will provide written details of a replacement as soon as reasonably practicable of a person with equivalent qualifications and experience;

(b) take all necessary steps to ensure that its employees, agent, suppliers, third parties or subcontractors abide by the terms of this Licence. For the avoidance of any doubt, the Licensee shall fully indemnify the Licensor from the Licensee’s employees, agents, suppliers, third parties and subcontractors who fail to comply with the terms of this Licence;

(c) ensure its employees, agents, consultants and sub-contractors co-operate fully with Licensor and make available at no expense to Licensor such suitably qualified and experienced personnel to provide information to Licensor for the purposes of providing the Licences and any relevant at no cost to the Licensor;

(d) refrain from arbitrarily changing settings or configuration sets in the Software provided to the Licensee under this Licence;

(e) inform Licensor as soon as possible about any change of the Licensee’s location.

2.6 The Licensee shall be responsible for ensuring that all its existing equipment used to access the Software is safe and secure. The Licensor accepts no liability (other than for wilful damage) for loss of data, interruption of supply of electricity or telecommunications or interruption of business occasioned as a result of the supply of the Software. It is the sole responsibility of the Licensee to take all necessary precautions to protect its data and ensure a regular backup arrangement is implemented prior to, during and after the Licensor’s provision of the Software.

2.7 If, in the reasonable opinion of the Licensor, it is necessary to remove or otherwise disconnect any of the Licensee’s existing equipment or information technology systems to carry out the Software then the Licensee shall permit and obtain all necessary consents for such removal and/or disconnection and shall give Licensor all necessary assistance to enable such work to be carried out.

2.8 The Licensor shall not be liable for losses (for avoidance of doubt such losses shall include special, direct, indirect or consequential losses) sustained or incurred by the Licensee arising directly or indirectly from the Licensee’s failure or delay to perform any of its obligations as set out in this Licence and the Order.

2.9 Subject to giving written notice to the Licensee, the Licensor reserves the right to make any changes to the Software which are required to conform with any applicable safety, regulatory or other statutory requirement which do not materially affect the quality or performance of the Software.

3. Restrictions

3.1 Except as expressly set out in this Licence or as permitted by any local law, the Licensee undertakes:

(a) not to copy the Software except as reasonably necessary for back-up, archival or disaster recovery purposes, and further provided that all such copies shall bear the original and unmodified copyright, patent and other intellectual property markings that appear on or in the Software;

(b) unless otherwise set out in this Licence, not rent, lease, sell, sublicence, assign or transfer its rights in the Software, or authorise any portion of the Software to be copied onto another individual or legal entity’s computer;

(c) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by the Licensee during such activities:

(i) is used only for the purpose of achieving inter-operability of the Software with another software program;

(ii) is not unnecessarily disclosed or communicated without the Licensor’s prior written consent to any third party; and

(iii) is not used to create any software which is substantially similar to the Software;

(d) not to modify, port, adapt, or translate the Software;

(e) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;

(f) to include the Licensor’s copyright notice on all entire and partial copies the Licensee make of the Software on any medium;

(g) not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from the Licensor;

(h) to notify the Licensee’s employees and agents who may have access to the Software of the restrictions contained in this Licence and to ensure their compliance with these restrictions; and

(i) to comply with all applicable technology control or export laws and regulations.

3.2 The Licensee may:

(a) download, install and use the Software on a system for which it was designed for the Licensee’s internal business purposes only;

(b) provided the Licensee complies with the provisions in clause ‎3.1make up to one (1) copy of the Software for back-up purposes only; and

(c) receive and use any free Updates of the Software incorporating “patches” and corrections of errors as may be provided by the Licensor from time to time.

3.3 Any development licences purchased by the Licensee are only to be used in development environments only for development and testing purposes and are not to be used to run processes in production.

4. Support

4.1 Support. If you want to learn more about the Software or have any problems using it please take a look at our support resources at https://servicedesk.dynavics.co.uk

4.2 Contacting us (including with complaints). If you think Software is faulty or misdescribed or wish to contact us for any other reason please email our customer service team via the contact form available at https://dynavics.co.uk/contact-us/

4.3 How we will communicate with you. If we have to contact you we will do so by email, using the contact details you have provided to us.

5. Intellectual Property Rights

5.1 Title to the Software is not transferred to the Licensee. Ownership of all copies of the Software and of copies made by the Licensee are vested in the Licensor, subject to the rights of use granted to the Licensee in this Licence.

5.2 The Licensee acknowledges and agrees that all Intellectual Property Rights in the Software throughout the world belong to the Licensor, that rights in the Software are licenced (not sold) to the Licensee, and that the Licensee has no Intellectual Property Rights in, or to, the Software other than the right to use the Software in accordance with the terms of this Licence. The Licensee will take no actions which adversely affect the Licensor’s Intellectual Property Rights in the Software.

5.3 The Licensee acknowledges that it has no right to have access to the Software in source code form.

5.4 Trademarks shall be used in accordance with accepted trademark practice, including identification of trademark owners’ names. Trademarks may only be used to identify printed output produced by the Software, and such use of any trademark does not give the licensee any right of ownership in that trademark.

5.5 The Licensor shall defend and indemnify the Licensee against all damages, costs, liabilities, expenses and settlement amounts finally awarded against the Licensee in connection with any claim or action by any third party alleging that the Intellectual Property Rights provided under the Licence, with no input or direction or instruction from the Licensee, directly infringes any Intellectual Property Rights registered in the country in which the Licensor is providing Software (“IPR Claim”).

5.6 If an IPR Claim is brought or in the reasonable opinion of the Licensor is likely to be made or brought, the Licensor may at its own expense ensure that the Licensee is still able to use the Licence by either:

(a) modifying any and all of the provisions of the Licence without reducing the performance and functionality for any or all of the provision of the Licence, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such modified or substituted services shall be acceptable to the Licensee, such acceptance not to be unreasonably withheld; or

(b) procuring a licence or permission to use the Licence on terms which are acceptable to the Licensee, such acceptance not to be unreasonably withheld.

5.7 The Licensee shall immediately notify the Licensor if any IPR Claim or demand is indicated, made or action brought against the Licensee for infringement or alleged infringement of any third party right which may affect the provision of Licence.

5.8 Except to the extent that the Licensor should reasonably have known or advised the Licensee the foregoing provisions of clause 4.6, the Licensor shall have no obligation or liability for any IPR Claim to the extent such IPR Claim arises from:

(a) any use by or on behalf of the Licensee of the combination with any item not supplied or recommended by the Licensor where such use of the Licence directly gives rise to the claim, demand or action; or

(b) any modification carried out on behalf of the Licensee to any item supplied by the Licensor if such modification is not authorised by the Licensor in writing where such modification directly gives rise to a claim, demands or action.

5.9 The Licensee shall fully pay and indemnify the Licensor and hold it harmless on demand, from and against all actions, claims, liabilities, demands, proceedings, costs suffered or incurred by the Licensor, arising by reason of claims that the Licensee or any of its end users modify, alter, replace combine with any other data, code, documents or other software, which alters the Software and such alterations infringe the Intellectual Property Rights of a third party. This indemnity applies whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination. This indemnity shall survive the expiration or termination of this Licence.

5.10 This clause ‎5 sets out the entire liability of the Licensor with respect IPR Claims in relation to the Software or any other materials supplied by the Licensor, or use thereof, and the Licensor shall have no additional liability with respect to any alleged or proven infringement.

5.11 The Licensor shall have no liability to indemnify or hold the Licensee harmless for any payment made by the Licensee in settlement or compromise of any IPR Claim against the Licensee.

5.12 The Licensor is solely responsible for any content, application or software that the Licensor or its end-users load into or create within any service or offering. The Licensee agrees, at its sole cost and expense, to indemnify, defend and hold the Licensor harmless from and against any claims, losses or settlement arrangements arising out of or in connection with: (i) any such content, application or software, or any loss or corruption thereof: (ii) any access to the Software by a non-authorised personnel; or (iii) any use of any offering in combination with other offerings or products in violation of these provisions.

6. Data Protection

6.1 For the purposes of this clause ‎6, the following definitions shall apply:
“Applicable Data Protection Legislation” means:

a) to the extent the UK data protection law applies: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

b) to the extent the EU GDPR applies: the law of the European Union or any member state of the European Union to which the Licensor is subject, which relates to the protection of personal data;
“Licensee Personal Data” means any personal data which the Licensor processes in connection with this License, in the capacity of a processor on behalf of the Licensee;
“Applicable Laws” means all applicable laws, statutes, regulations from time to time in force which relate to the business of the applicable party;
“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679) as it has effect in EU law; and
“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

6.2 The terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the Applicable Data Protection Legislation;

6.3 Both parties will comply with all applicable requirements of Applicable Data Protection Legislation. This clause ‎6 is in addition to, and do not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Legislation.

6.4 The parties have determined that, for the purposes of Applicable Data Protection Legislation, the Licensor shall process the personal data set out in Schedule 1, as a processor on behalf of the Licensee.

6.5 Without prejudice to the generality of clause ‎6.3, the Licensee will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Licensee Personal Data to the Licensor for the duration and purposes of this Licence.

6.6 In relation to the Licensee Personal Data, Schedule 1 sets out the scope, nature and purpose of processing by the Licensor, the duration of the processing and the types of personal data and categories of data subject.

6.7 Without prejudice to the generality of clause ‎6.3 the Licensor shall, in relation to Licensee Personal Data:

(a) process that Licensee Personal Data only on the documented instructions of the Licensee, which shall be to process that Licensee Personal Data for the purpose as set out in Schedule 1;

(b) implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Licensee Personal Data and against accidental loss or destruction of, or damage to, Licensee Personal Data, which the Licensee has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

(c) ensure that any personnel engaged and authorised by the Licensor to process Licensee Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

(d) assist the Licensee insofar as this is possible (taking into account the nature of the processing and the information available to the Licensor), and at the Licensee’s cost and written request, in responding to any request from a data subject and in ensuring the Licensee’s compliance with its obligations under Applicable Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify the Licensee without undue delay on becoming aware of a personal data breach involving the Licensee Personal Data;

(f) at the written direction of the Licensee, delete or return Licensee Personal Data and copies thereof to the Licensee on termination of this Licence unless the Licensor is required by Applicable Laws to continue to process that Licensee Personal Data. For the purposes of this clause 6.7(f) Licensee Personal Data shall be considered deleted where it is put beyond further use by the Licensor; and

(g) maintain records to demonstrate its compliance with this clause ‎6 and allow for reasonable audits by the Licensee or the Licensee’s designated auditor, for this purpose, on reasonable written notice.

6.8 The Licensee hereby provides its prior, general authorisation for the Licensor to:

(a) appoint processors to process the Licensee Personal Data, provided that the Licensor:

(i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Legislation, and are consistent with the obligations imposed on the Licensor in this clause ‎6;

(ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Licensor; and

(iii) shall inform the Licensee of any intended changes concerning the addition or replacement of the processors, thereby giving the Licensee the opportunity to object to such changes provided that if the Licensee objects to the changes and cannot demonstrate, to the Licensor’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Legislation, the Licensee shall indemnify the Licensor for any losses, damages, costs (including legal fees) and expenses suffered by the Licensor in accommodating the objection.

(b) transfer Licensee Personal Data outside of the UK as required to deliver the Software, provided that the Licensor shall ensure that all such transfers are effected in accordance with Applicable Data Protection Legislation. For these purposes, the Licensee shall promptly comply with any reasonable request of the Licensor, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

7. Confidentiality Obligations

7.1 “Confidential Information” means information designated by the party disclosing such information (“Disclosing Party”) as “confidential” or “proprietary” or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of the disclosure. The Licensee’s Confidential Information includes Licensee data. The Licensor’s Confidential Information includes any information related to the structure, organization and code of the Software (including the Licence Key) and its performance, functionality, and reliability. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the party that receives such information from the Disclosing Party (“Receiving Party”); (ii) is in the Receiving Party’s possession prior to receipt from the Disclosing Party; (iii) is acquired by the Receiving Party from a third-party without breach of any confidentiality obligation to Disclosing Party; or (iv) is independently developed by Receiving Party without reference to the Disclosing Party’s Confidential Information.

7.2 Confidential Information is and will remain the exclusive property of the Disclosing Party. In addition to any other obligations required of it under this clause ‎7, the Receiving Party will: (i) use Disclosing Party’s Confidential Information solely for the performance of the activities contemplated by this Licence; (ii) disclose such information only to its employees, agents, professional advisors and contractors who are bound by obligations of confidentiality at least as strict as those contained in this clause ‎7; (iii) protect the Disclosing Party’s Confidential Information against unauthorised use or disclosure using the same degree of care it uses for its own Confidential Information, which in no event will be less than reasonable care; and (iv) upon written request, return or destroy all copies of the Disclosing Party’s Confidential Information that are in its possession or control.

8. Software

8.1 The Software will, when properly used and on a system for which it was designed, perform substantially in accordance with the functions described in the relevant software definition.

8.2 The Licensee must notify the Licensor in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the relevant software definition, the Licensor will, at its sole option, either repair or replace the Software, provided that the licensee make available all the information that may be necessary to help the Licensor to remedy the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault.

8.3 The Licensor and its affiliates entire liability and the licensee’s exclusive remedy for a breach of clause 7.1, shall be, at Licensor’s option, either

(a) repair or replacement of the Software; or

(b) terminate this Licence immediately by notice in writing to the Licensee and refund any of the Licence Fee paid by the Customer as at the date of termination on a pro-rata basis to reflect the Licensee’s use of the Software to the date of termination.
provided the Licensee provides all the information that may be necessary to assist the Licensor in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Licensor to re-create the defect or fault.

8.4 Clause ‎8.1does not apply if the Software: (i) has been altered, except by Licensor or its authorised representative, (ii) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Licensor, (iii) if the defect or fault in the Software results from the Licensee having used the Software in breach of the terms of this Licence or (v) if failure of the Software has resulted from accident, abuse, misapplication, abnormal use, Trojan horse, virus, or any other malicious external code.

8.5 The Licensee acknowledges that the Software has not been developed to meet the Licensee’s individual requirements, and that it is therefore the Licensee’s responsibility to ensure that the facilities and functions of the Software meet the Licensee’s requirements.

8.6 The Licensor does not warrant that the operation of the Software will be uninterrupted or error free.

8.7 The Licensor or its affiliates do not and cannot warrant the performance or results the Licensee may obtain by using the Software. To the maximum extent permitted by applicable law, the Licensor or its affiliates disclaim all warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, informational content or accuracy, quiet enjoyment, title and non-infringement, with regard to the Software.

8.8 This clause ‎8 gives the Licensee specific legal rights. The Licensee may have additional rights under law which may vary from jurisdiction to jurisdiction. The Licensor does not seek to limit the Licensee’s rights to any extent not permitted by law. To the extent permitted by law, the Licensor limits its liability under any statutory or implied condition, warranty or guarantee that cannot be excluded, to the remedies set out in clause ‎8.3.

9. Term & Termination

9.1 As soon as the Licensee’s Order is received by the Licensor as notified to the Licensor via the Microsoft Payment Platform , a free thirty (30) day trial period begins (Trial Period).

9.19.2 Subject to 9.3(a), after the Trial Period has expired, the term will be extended automatically and continue for the Initial Licence Term unless either party terminates this Licence in writing to the other party before the last Business Day of the Initial Licence Term. Thereafter, this Licence shall continue to automatically renew for a Subsequent Licence Term, unless a party gives written notice to the other party, before the last Business Day of the Initial Licence Term or the relevant Subsequent Licence Term, to terminate this Licence.

9.29.3 This Licence will be terminated immediately:

(a) on expiry of the Trial Period if the Licensee has provided written notice before the end of the Trial Period to the Licensor that it does not wish to extend the Licence;

(b) by the Licensor giving written notice to the Licensee if the Licensee commits a breach of this Licence which the Licensee fails to remedy (if remediable) within fourteen (14) days after the service of written notice requiring the Licensee to do so and immediately if the breach becomes irremediable;

(c) by the Licensor if the Licensee is not able to provide proof of payment to the Licensor or its affiliates for the Software (upon request);

(d) by the Licensor if the Licensee fails to pay any portion of the applicable Licence Fee or other agreed fees in full and cleared funds and fails to cure that payment breach within seven (7) days of written notice;

(e) by either party if the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or

(f) by either party if the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

9.39.4 If the Licensor exercises its rights under clause ‎9.3then without prejudice to any other right or remedy available to the Licensor, the Licensor shall be entitled to cancel or suspend the supply of the Software without any liability.

9.49.5 Upon termination for any reason:

(a) all rights granted to the Licensee under this Licence (including the right to receive) shall cease;

(b) the Licensee must cease all activities authorised by this Licence;

(c) the Licensee must immediately delete or remove the Software from all computer equipment in its possession and immediately destroy or return to the Licensor (at the Licensor’s option) all copies of the Software then in the Licensor’s possession, custody or control and, in the case of destruction, certify to the Licensor that it has done so;

(d) pay for all remaining amounts owing to the Licensor including any applicable interest and in respect of the Licences or additional services supplied but for which no invoices have yet been submitted, the Licensor shall submit an invoice, which shall be payable by the Licensee immediately on receipt;

(e) comply with any other reasonable request from the Licensor.

9.59.6 Termination under this Licence shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Licence that existed at or before the date of termination.

9.69.7 Any provision of this Licence that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Licence shall remain in full force and effect.

10. Limitation of Liability

10.1 The Licensor shall not in any circumstances whatever be liable to the Licensee, 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;

(f) any special, indirect or consequential loss, damage, charges or expenses;

(g) loss or damage suffered by the Licensee as a result of any action brought by a third party (save for any action brought by a third party that are covered by the indemnity in clause ‎5.5) even if such loss was reasonably foreseeable or the Licensor had been advised of the possibility of the Licensee incurring the same.

10.2 Other than the losses set out in clause ‎10.1(for which the Licensor is not liable), the Licensor’s 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 one hundred percent (100%) of the Licence Fee paid in the twelve (12) months preceding the date on which the claim arose . This maximum cap does not apply to clause ‎10.3.

10.3 Nothing in this Licence shall limit or exclude the Licensor’s liability for:

(a) death or personal injury resulting from the Licensor’s negligence;

(b) fraud or fraudulent misrepresentation;

(c) any other liability that cannot be excluded or limited by English law.

10.4 This Licence sets out the full extent of the Licensor’s obligations and liabilities in respect of the supply of the Software.

11. Fees and Payments

11.1 The Licensee shall pay to the Licensor the Licence Fee and other charges and expenses without right of deduction or set-off as set out in the Order.

12. General Terms

12.1 The Licensor may transfer its rights and obligations under these terms to another organisation. The Licensee may only transfer its rights or obligations under this Licence agreed in writing by the Licensor.

12.2 This Licence does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.

12.3 Each of the clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sections will remain in full force and effect.

12.4 The Licensee agrees that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the Export Laws). In addition, if the Software is identified as an export-controlled item under the Export Laws, the Licensee represents and warrants that it is not a citizen of, or located within, an embargoed or otherwise restricted nation (including without limitation Iran, Syria, Sudan, and North Korea) and that it is not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Software are granted on condition that such rights are forfeited if the Licensee fails to comply with the terms of this Licence.

12.5 Neither party will be liable for any delay in performance or failure to perform its obligations under this Licence due to any cause or event outside its reasonable control including, acts of God, epidemics or pandemics, civil or military authority, acts of war, accidents, third-party computer or communications failures, natural disasters or catastrophes, strikes or other work stoppages or any other cause beyond the reasonable control of the affected party.

12.6 This Licence and the Order contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior written and oral understandings of the parties with respect to the subject matter hereof. Any notice or other communication given under this Licence shall be in writing and shall have been properly given by either of the parties if sent by certified or registered mail, return receipt requested, or by overnight courier to the address shown on Licensor’s website for the Licensor and the address shown in Licensor’s records for the Licensee, or such other address as the parties may designate by notice given in the manner set forth above.

12.7 This Licence will bind and inure to the benefit of the parties and their respective heirs, personal and legal representatives, affiliates, successors and permitted assigns. The failure of either of party at any time to require performance of any provision hereof shall in no manner affect such party’s right at a later time to enforce the same or any other term of this Licence. In the event of a breach or threatened breach of this Licence by either party, the other shall have all applicable equitable as well as legal remedies.

12.8 Each party is duly authorised and empowered to agree to this Licence. If, for any reason, any provision of this Licence is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of this Licence, and this Licence shall continue in full force and effect to the fullest extent allowed by law. The parties knowingly and expressly consent to the foregoing terms and conditions.

12.9 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. The parties irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

Definitions and Interpretation

In this Licence, the following expressions shall, except where the context otherwise requires, have the following respective meanings:

 

 

Business Day	a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Initial	means the period commencing on expiry of the Trial Period and continuing in full force for thirty (30) days unless otherwise agreed by the parties in writing or terminated in accordance with this Licence.
Intellectual Property Rights	means any and all patents, rights to inventions, copyright and related rights, moral rights, trade-marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and Licensor’s ownership rights extend to any images, photographs, animations, videos, audio, music, text and “applets” incorporated into the Software, all accompanying printed materials and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Licence Key	means licence keys, codes or files provided by Licensor which allow the Licensee to use the Software subject to the terms and conditions of this Licence.
Licence Term	means the Initial Licence Term and any Subsequent Licence Term, as applicable.
	means the order form or other set up form used to download the Software from Microsoft AppSource which sets out the number of licences, the Licence Fee, the commencement date of the use of the Software as well as any other details necessary.
Subsequent Licence Term	means thirty (30) days commencing on the last day of the Initial Licence Term or previous Subsequent Licence Term.
Trial Period	has the meaning given to it in clause ‎9.1.
Updates	means all updates, upgrades, bug fixes, error corrections, enhancements and other modifications to the Software and backup copies thereof.