End User Licence Agreement

End User License Agreement

PLEASE READ CAREFULLY BEFORE PURCHASING, DOWNLOADING OR ACCESSING OUR SOFTWARE:

This licence agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and DYNAMICO SYSTEMS LIMITED a company registered in England and Wales under number 12996917 (“Licensor”, “us” or “we”) for:

• The system software and the data supplied with the software (“Software”); and
• all documents made available with the Software either online or offline (“Documents”).

We license use of the Software and Documents to you on the basis of this Licence. We do not sell the Software or Documents to you. We remain the owners of the Software and Documents at all times.

For the avoidance of doubt, you are solely responsible for ensuring that your systems meet the hardware, software and any other applicable system requirements for the Software as specified in the Documentation. We will have no obligations or responsibility under this Licence for issues caused by your use. We will not be able to support in the event that there are external computer software controls (e.g. group policies) that prevent the software from functioning.

IMPORTANT NOTICE TO ALL USERS:

• BY CONTINUING WITH THE SOFTWARE LICENCE PURHCASE OR BY CLICKING ON THE “ACCEPT” BUTTON YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 4.1 AND CONDITION 5.
• IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, YOU MUST NOT PROCEED WITH THE PURCHASE OF THIS SOFTWARE LICNECE OR CLICK ON THE “REJECT” BUTTON AND YOU MAY NOT DOWNLOAD OR USE THIS SOFTWARE OR DOCUMENTS.

1. GRANT AND SCOPE OF LICENCE

1.1 In consideration of payment by you of the agreed Licence fee (“Licence Fee”) and you agreeing to abide by the terms of this Licence, we grant to you a non-exclusive, non-transferable licence to use the Software and the Documents on the terms of this Licence from the date and for the period you have purchased the Software licence.

1.2 You may:

1. download, install and use the Software for your internal business purposes only:
   
   
   
   1. on one central processing unit (CPU) if the Licence is a single-user licence or the Software is for single use; or
   2. if the Licence is a multi-user or network licence, by the number of concurrent users agreed;
   
   
2. receive and use any free supplementary update of the Software incorporating “patches” and corrections of errors as may be provided by us from time to time; and
3. use any Documents in support of the use permitted under this Licence.

2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:

1. not to copy the Software or Documents except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
2. not to sell, rent, lease, sub-license, loan, supply, publish, distribute, re-distribute, translate, merge, adapt, vary or modify the Software or Documents;
3. not to make alterations to, or modifications or adaptions of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
4. not to disassemble, decompile, reverse-engineer, de-obfusate or create derivative works based on the whole or any part of the Software nor attempt to do any such thing;
5. 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;
6. to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;
7. to include our copyright notice on all entire and partial copies you make of the Software on any medium;
8. not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than yourself (consumer user) or your employees (business user) without prior written consent from us; and
9. to comply with all applicable technology control or export laws and regulations; and
10. not use the Software via any communications network or by means of remote access.

3.1 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.

3.2 You acknowledge that nothing in these terms shall give you or anyone else the right to access, see or use the Software in source code form.

3.3 You agree not to develop or market any technology, products or services, that compete with or are similar to the Software or Documents.

4. LIMITED WARRANTY

4.1 We warrant that:

1. the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documents; and
2. that the Documents correctly describe the operation of the Software in all material respects, for a period of 90 days from the date of your installation of the Software (“Warranty Period”).

4.3 The warranty does not apply:

1. if the defect or fault in the Software results from you having altered or modified the Software; and
2. if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence.

5.1 You acknowledge and agree that:

1. the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, 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.
2. the Software is complex and as a result it cannot ever be completely free from any defects, bugs, errors or security vulnerabilities. We give no warranty or representation of any kind, that the Software will be completely free from defects, bugs and errors or be completely secure.
3. that, while we have taken reasonable skill and care in the development of the Software, you will ensure that all outputs produced by the Software will be independently checked and validated.
4. we will not be held liable in any way, for any consequence of your reliance on the output of the Software and you agree to use the Software at your own risk.
5. should you or any of your employees find any defect, bug, error or security vulnerability in any operation of the Software, you will promptly report this finding to us by contacting us through the Contact Us channels of our website. We will endeavour to ensure that the defect, bug, error or security vulnerability is corrected, but cannot guarantee that this will be possible.

5.3 We shall not in 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:

1. loss of profits, sales, business, income or revenue;
2. business interruption;
3. loss of anticipated savings;
4. loss or corruption of data or information;
5. loss of business contracts or opportunity, goodwill or reputation; or
6. any special, indirect or consequential loss, damage, charges or expenses.

5.5 Nothing in this Licence shall limit or exclude our liability for:

1. death or personal injury resulting from our negligence;
2. fraud or fraudulent misrepresentation;
3. any other liability that cannot be excluded or limited by law.

6. TERMINATION

6.1 We may terminate this Licence immediately by written notice to you if you commit a material (including but not limited to non payment of the Licence Fee) 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.

6.2 On termination for any reason:

1. all rights granted to you under this Licence shall cease;
2. you must immediately cease all activities authorised by this Licence; and
3. you must immediately, and no later than 10 days from termination date, and permanently 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 (consumer) or your employee’s (business) possession, custody or control and, in the case of destruction, certify to us that you have done so.

7.1 We may update the terms of this Licence at any time on notice to you in accordance with this Condition 7. Your continued use of the Software and Documents following the deemed receipt and service of the notice under Condition 7.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Software and Document on the deemed receipt and service of the notice and comply with clause 6.2 above.

7.2 If we have to contact you, we will do so by email to the address you provided in accordance with your order of the Software.

7.3 Note that any notice given by us to you will be deemed received and properly served 24 hours after an email is sent.

8. EVENTS OUTSIDE OUR CONTROL

8.1 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 Condition 8.2.

8.2 An Event Outside Our Control means any act or event beyond our reasonable control.

8.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:

1. 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
2. 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.

9.1 Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Software and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in our Privacy Policy and it is important that you read that information.

10. PUBLICITY

10.1 You agree that we may use your trademark, name or logo on our Website, or marketing materials, for the sole purpose of referring to you as one of our clients under this Licence.

11. OTHER IMPORTANT TERMS

11.1 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.

11.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

11.3 This Licence constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.

11.4 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.

11.5 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.

11.6 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by the law of England. We both irrevocably agree to the exclusive jurisdiction of the courts of England.