Please read this Terms of Supply/ Licence carefully. By using free trial software, or by submitting an order to ADEW, you are deemed to accept this Agreement. Please scroll through this screen, read the Agreement and print a copy for future reference.
Agreement acceptance procedure: By selecting the "I accept the agreement" box below and/ or submitting an order to ADEW and/ or by installing Software into computer hardware memory and/ or using Software, you indicate acceptance of this Agreement.
Agreement rejection procedure: You must read this Agreement carefully before selecting the "I accept the agreement" box below. If you do not accept this Agreement, you should select the "I do not accept the agreement" button below and not install or use Software. You should also destroy any unlicensed copies of the Software which might be in your possession.
1. Definitions
1.1 In this Agreement the following definitions shall have the following meanings:
"Agreement" this Terms of Supply/ Licence.
"Licensed Version" a fully detailed version of Software appearing upon the Website which may be supplied subject to payment by you of a Licence Fee.
"Customer Facilities" means all hardware, software, ancillary equipment, telecommunications, storage and other facilities owned or controlled by you.
"Documentation" any ADEW approved and released specifications, user instructions and other literature supplied to you.
"Download" the transfer of Software to Customer Facilities via the Website.
"IP Right" any copyright, patent, registered design, trademark or other intellectual property right (or applications therefor) of whatever nature subsisting anywhere in the world.
"Licence" means the Licence granted by ADEW to you for the right to Use Software.
"Licence Fee" the sum shown on the Website from time to time which is payable by you to ADEW in consideration of the grant of the Licence.
"New Version" any new version of the Software developed by ADEW from time to time.
"Remedial Software" means a release of support or diagnostic Software which, upon commencement of Use by you, will be deemed part of the Software.
"Support Services" services in the nature of software support supplied to you by ADEW under this Agreement.
"Trial Version" Software upon the Website which is available for Download and which will operate for a limited period of time only.
"Use" means use of the Software for your internal business or personal requirements.
"Software" any software supplied to you by ADEW including without limitation Trial Version and Licensed Version.
"Website" the website located on the internet at www.adew-software.com or such other location as used by ADEW form time to time.
1.2 In this Agreement (except where the context otherwise requires):
1.2.1 any reference to a clause is to the relevant clause of this Agreement and any reference to a sub?clause or paragraph is to the relevant sub?clause or paragraph of the clause in which it appears;
1.2.2 the Clause headings are included for convenience only and shall not affect the interpretation of this Agreement;
1.2.3 use of the singular includes the plural and vice versa;
1.2.4 use of any gender includes the other genders;
1.2.5 references to statutes, any statutory instrument, regulation or order shall be construed as a reference to such statute, statutory instrument, regulation or order as amended or re-enacted from time to time.
2. Recommendation
2.1 ADEW recommends that you use the Trial Version of the Software before purchasing the Licensed Version in order to assess the suitability of the Software for your requirements. In any event you are solely responsible for ensuring that the Software is suitable for your intended purposes, that Customer Facilities are suitable for operating the Software and the impact of operating the Software upon Customer Facilities.
3. Software Licence
3.1 Subject to payment by you to ADEW of any applicable Licence Fee and upon Download or delivery as applicable, ADEW shall grant to you a non-exclusive Licence to Use the Software (and related Documentation) on and in conjunction with Customer Facilities and subject to the terms and conditions of this Agreement.
3.2 You shall not (without the prior written consent of ADEW):
3.2.1 permit any third party to use the Software without ADEWÆs prior written consent;
3.2.2 rent, lease, sublicense, sell, assign, pledge, transfer or otherwise dispose of the Software, on a temporary or permanent basis;
3.2.3 translate, adapt, disassemble, decompile, reverse engineer, vary or modify the Software except as permitted by law; and
3.2.4 seek to circumvent any security measures incorporated into the Software.
3.3 Use of the Software is restricted to Use on Customer Facilities unless otherwise stated.
3.4 Subject always to the Copyright (Computer Program) Regulations 1992 you may make 1 back-up copy of the Software for operational security and Use. Such copies and the media on which they are stored shall be the property of ADEW and you shall ensure that all such copies bear ADEWÆs proprietary notice as follows (⌐ ADEW. All rights reserved.). The Licence shall apply to all such copies as it applies to the Software.
3.5 You hereby acknowledge that you are licensed to Use the Software only in accordance with the express terms of this Agreement and not further or otherwise.
4. Duration of Licence/ New Versions
4.1 The Software Licence shall commence in accordance with clause 3.1 of this Agreement and shall continue in effect:
4.1.1 (in the case of Trial Version) until the Software is disabled or otherwise until termination of this Agreement; and/ or
4.1.2 (in the case of Licensed Version) in perpetuity subject to termination of this Agreement
upon which the Licence shall cease to have effect.
4.2 ADEW reserves the right to disable Trial Version at any time by any means (including without limitation by disablement measures embedded within the Software).
5. Your Obligations
5.1 During the continuance of the Licence you shall:
5.1.1 effect and maintain adequate security measures to safeguard the Software and Customer Facilities from access or use by any unauthorised person;
5.1.2 keep fully secure any copies of the Software in accordance with best computing practice;
5.1.3 maintain a full and accurate record of your copying of the Software and shall produce such record to ADEW upon request at any time;
5.1.4 be solely responsible for the security of all your data and maintain a comprehensive and fully operational back-up of all your data;
5.1.5 keep fully secure any password or other Software access code made available by ADEW;
5.1.6 forthwith upon receipt install any update to the Software or Remedial Software supplied by ADEW (which ADEW may supply by any means in its discretion) and which upon commencement of Use shall be deemed to be part of the Software.
5.1.7 not use Software in any critical system, whether life-critical, data-critical, system-critical or any other type of critical system. If in doubt as to the suitability of Software, you must test the Software first in a suitable safely controlled environment (using Trial Version) to prove its suitability, and not use Software if it is found to be unsuitable. ADEW shall be held in no way responsible or liable to you for critical system failure in whole or in part.
6. Services
6.1 In respect of Licensed Version only ADEW shall endeavour to (but shall not be obliged to) supply any Support Services requested by you. In the event that ADEW supplies (at its discretion) Support Services to you, such Support Services may be chargeable in accordance with applicable rates to be confirmed by ADEW.
6.2 Unless agreed by ADEW in writing the following matters are not included in Support Services:
6.2.1 support of other software, accessories, attachments, machines, systems or devices other than Software;
6.2.2 rectification of lost or corrupted data;
6.2.3 Support Services rendered more difficult because of any changes, alterations, additions, modifications or variations to Customer Facilities;
6.2.4 attendance to faults caused by using Software outside the scope indicated in Documentation or in writing by ADEW or otherwise caused by operator error or omission;
6.2.5 diagnosis and/ or rectification of problems not associated with goods or services supplied or supported by ADEW under this Agreement; and
6.2.6 support rendered necessary due to a failure by you to maintain comprehensive and fully operational back-up of all your data for which you shall be solely responsible.
7. Prices and Payment
7.1 The prices of Software shown on the Website are shown exclusive of all applicable taxes including, without limitation, VAT and you are responsible for all applicable taxes and delivery charges.
7.2 Prices and Licence Fees shown on the Website are indicative only, subject to confirmation by ADEW and do not constitute an offer to sell Software to you at that price. Whilst ADEW will use reasonable endeavours to ensure that prices on the Website are accurate and up to date, ADEW is not responsible for errors that may occur.
7.3 ADEW reserves the right to change the price of Software shown on the Website at any time.
7.4 You must make payment for Software in full upon placement of your order or otherwise within 30 days of the date of ADEWÆs invoice.
7.5 ADEW reserves the right to charge interest on any late payment in accordance with the Late Payment of Commercial Debts Regulations 2002. Time of payment by you shall be of the essence of this Agreement.
7.6 To avoid doubt New Versions shall be subject to such charges as confirmed in writing by ADEW.
8. Warranties and Liability
8.1 You acknowledge that:
8.1.1 software in general is not error free and irrevocably agree that ADEW shall not be responsible for any error or failure in performance of the Software and that the existence of such errors shall not constitute a breach of this Agreement; and
8.1.2 certain equipment/ software are required in order to operate the Software and it is your responsibility to acquire such equipment/ software at your own risk and any recommendations made by ADEW in respect of such equipment/ software are based only upon manufacturer information and ADEW shall not be responsible for any failure of such equipment/ software; and
8.1.3 installation of Software will install files necessary to operate the Software onto Customer facilities. Other system files, such as. DLLs may be installed or updated and Windows« registry entries may be made. Uninstalling the Software will not remove all of the installed files or registry entries. As with all installations, it is recommended that you back up your hard drive before you install this Software.
8.2 Notwithstanding clause 8.1.1, in the event that you discover a material error in Software which substantially affects your Use of the same and notify ADEW of the error in writing within 90 days of delivery or Download (as applicable), ADEW shall (in its sole discretion) use all reasonable endeavours to correct the error or replace the Software (provided that such error has not been caused by any act or omission by you, breach by you of your undertakings and obligations hereunder or by Use of the Software with other software or on Customer Facilities with which it is incompatible).
8.3 Except as expressly provided in this Agreement no warranty, condition, undertaking or term, expressed or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of any goods or services provided hereunder will be assumed by ADEW and except as expressly provided in this Agreement all such warranties, conditions, undertakings and terms are hereby excluded.
8.4 Both parties accept liability without limit for death or personal injury caused by its negligence arising under this Agreement.
8.5 Subject always to clause 8.4 above you irrevocably agree that ADEWÆs liability shall be limited to the Licence Fee paid by you to ADEW.
8.6 Subject always to clause 8.4 above in no event shall either party be liable to the other for any of the following however and whenever arising:
8.6.1 loss of profits, business, revenue, data, goodwill or anticipated savings; and/ or
8.6.2 indirect or consequential loss or damage.
8.7 Each party agrees that the limitations of liability contained in this Agreement have been considered and agreed between the parties and satisfy the requirement of reasonableness within the meaning of sub-section 2(2) and Section 11 of the Unfair Contract Terms Act 1977.
9. IP Rights
9.1 The IP Rights of whatever nature in the Software are and shall remain the property of ADEW and ADEW reserves the right to grant Licences to use the Software to third parties. You shall not at any time dispute such ownership or right.
9.2 You shall notify ADEW immediately if you become aware of any unauthorised use of the whole or any part of the Software by any person or organisation.
9.3 You will permit ADEW to check the use of the Software by you at all reasonable times and for that purpose ADEW shall be entitled to enter any of your premises (and you hereby irrevocably license ADEW, its employees and agents to enter any such premises for such purpose).
9.4 For the avoidance of doubt the provisions of this clause 9 shall apply to any modification or adaptation of the Software as such provisions are expressed to apply to the Software and you hereby undertake to be bound by and comply with the terms of this Agreement accordingly.
11. Force Majeure
11.1 Neither party will be under any liability to the other for, damage, delay or any other matters of that nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock outs and industrial disputes, fire, explosion, earthquake, acts of God, flood, drought, or bad weather or the requisitioning or other act or order by any Government department, council or other constituted body.
12. Termination of Licence
12.1 You may terminate the Licence forthwith upon written notice to ADEW.
12.2 ADEW may terminate this Agreement forthwith upon written notice to you if:
12.2.1 you commit any breach of any provision of this Agreement;
12.2.2 you permanently discontinue the use of the Software.
12.3 Forthwith upon the termination of this Agreement you shall return to ADEW the Software and all copies of the whole or any part thereof or if requested by ADEW shall destroy the same and certify in writing to ADEW that they have been destroyed.
12.4 Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party, nor shall it effect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
13. Specifications
13.1 All specifications shown on the Website (including descriptions of Software) are given for general information purposes only.
13.2 ADEW shall not be responsible for the accuracy or otherwise of such specifications and provides no guarantees in respect of such accuracy.
14. Delivery of Software on compact disk
14.1 ADEW may deliver Software by Download or on compact disk at its sole discretion.
14.2 Subject to acceptance of your order and payment by you of the Licence Fee, ADEW will deliver Software to the delivery address notified at the time your order is placed or otherwise agreed in writing by ADEW.
14.3 You are liable for any delivery costs incurred by ADEW and any other applicable duties, taxes and charges.
14.4 ADEW will use reasonable endeavours to deliver Software to your premises by any estimated delivery date confirmed in writing. If no delivery date is confirmed in writing ADEW will use reasonable endeavours to deliver within a reasonable time after acceptance of your order.
14.5 You acknowledge that time for delivery is not guaranteed and that ADEW shall in no circumstances be liable to you for any losses, damages or charges incurred by you due to the late delivery of Software.
14.6 ADEW may require a signature upon delivery of the Software. If a signatory is not available to sign for Software then a further attempt to deliver Software will be made at a later date and you will be responsible for any additional costs incurred.
15. Risk and Title
15.1 Risk of damage or loss to the media upon which Software is delivered passes to you at the moment Software is delivered to your premises.
15.2 Notwithstanding the passing of risk in such media, the title to such media shall not pass to you until ADEW has received in cash or cleared funds payment in full of all sums due for that and any prior order.
16. Cancellation
16.1 In respect of Software delivered to you on compact disk only and provided that you are an individual consumer not buying Software in the course of business, you have seven working days (excluding Saturday and Sunday and statutory holidays) from the day after the date of delivery of Software to cancel an order by serving a written notice of cancellation upon ADEW at its registered office address as set out above.
16.2 If you cancel an order, the purchase price (excluding delivery charges and other expenses specified in this Agreement) will be returned to you as soon as practicable and in any event within 30 days of receipt of your notice of cancellation.
16.3 You must return Software to ADEW undamaged, unopened and in the original packaging and with all related documentation and accessories. If you do not return Software undamaged ADEW may claim damages equal to the difference between the price of Software and the value of Software upon their return. ADEW may charge you any direct costs incurred in returning Software and preparing Software for resale.
17. Data Protection
17.1 ADEW always processes personal data in accordance with applicable data protection law and its Data Protection Statement.
18. General
18.1 This Agreement comprises the entire agreement between you and ADEW in respect of the supply of Software.
18.2 You may not transfer any of your rights and obligations under this Agreement to a third party. ADEW has the right to assign or transfer any of its rights and obligations at any time without notice.
18.3 ADEW reserves the right to vary this Agreement from time to time without notice. You will be deemed to have accepted the varied Agreement if you continue to use the Website after variation.
18.4 None of the provisions of this Agreement are intended to or will operate to confer any benefit pursuant to the Contracts (Rights of Third Parties) Act 1999 on a person who is not named as a party in this Agreement.
18.5 Any notice to effect suspension or termination of the whole or any part of this Agreement:
(i) shall be made in writing and either delivered personally or sent by first class recorded delivery to the party to whom the notice is addressed at its address as set out in this Agreement or such other address as one party may specify by notice in writing to the other;
(ii) in the absence of evidence of earlier receipt notice shall be deemed to have been duly given:
(a) if delivered personally, when left at the address referred to in clause 18.5 (i);
(b) if sent by first class recorded delivery, at the time recorded by the delivery agent.
18.6 For the avoidance of doubt electronic mail shall be deemed to be "writing" for the purpose of this Agreement but this shall not prejudice the express requirements for delivery of notices under clause 18.5.
18.7 If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.
19. Applicable Law
19.1 This Agreement shall be governed by and construed in accordance with English law and each party to this Agreement submits to the exclusive jurisdiction of the English courts.
