Advantez

Licensing Agreement (Terms of use)

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE ACCESSING THE Advantez SOFTWARE SERVICE: This licence agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and WebLab Software Ltd of The Quadrant, 118 London Road, Kingston Upon Thames, Surrey, KT2 6QJ, England (“Licensor” or “we”) for use of this online Advantez software service (“Software”), which includes web based computer software and online documentation (“Documentation”). BY CLICKING ON THE "ACCEPT" BUTTON YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST NOT ACCESS THE SOFTWARE.

BY ACCEPTING THE TERMS OF USE YOU AGREE TO ADHERE TO THE ACCEPTABLE USE POLICY (AUP) AT ALL TIMES.

YOU ACKNOWLEDGE AND ACCEPT THAT THESE ARE INITIAL LICENCE TERMS FOR YOUR INITIAL USE OF THE SOFTWARE. THE LICENSOR INTENDS TO INTRODUCE NEW TERMS AND WILL NOTIFY YOU WHEN SUCH NEW TERMS COME INTO FORCE. YOUR CONTINUED USE OF THE SOFTWARE AFTER SUCH NOTIFIED DATE WILL CONSTITUTE ACCEPTANCE OF SUCH NEW TERMS IN PLACE OF THESE TERMS. IF YOU DO NOT WISH TO ACCEPT SUCH NEW TERMS, YOU MUST CEASE USING THE SOFTWARE AT THAT TIME AS THIS LICENCE WILL AUTOMATICALLY TERMINATE.

  • 1. Grant and scope of licence
    • 1.1 In consideration of you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence.
    • 1.2 You may install and use the Software for your internal business purposes only, either (as agreed between the parties):
    • 1.2.1 on one CPU if the Licence is a single-user licence or the Software is for single use; or
    • 1.2.2 if the Licence is a multi-user or network licence, for the number of concurrent users agreed between you and us.
    • 1.3 There is currently no fee charged by the Licensor for your use of the Software but the Licensor has the right to introduce a fee at any time upon notice to you.
  • 2. Licensee's undertakings
    • 2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
    • 2.1.1 not to copy the Software or Documentation 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;
    • 2.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
    • 2.1.3 not to make alterations to, or modifications 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;
    • 2.1.4 not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things 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 you during such activities:
    • 2.1.4.1 is used only for the purpose of achieving inter-operability of the Software with another software program;
    • 2.1.4.2 is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
    • 2.1.4.3 is not used to create any software which is substantially similar to the Software;
    • 2.1.5 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;
    • 2.1.6 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.
    • 2.2 You must permit the Licensor and its representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises, and to the computer equipment located there, at which the Software or the Documentation is being kept or used, and any records kept pursuant to this Licence, for the purpose of ensuring that you are complying with the terms of this Licence.
    • 2.3 You shall indemnify and hold us and Advantez Limited harmless from and against any and all claims, proceedings, liabilities, damages, penalties, costs, losses and expenses (including legal expenses) arising out of or in connection with any breach of this Licence by you, your employees or agents.
  • 3. Intellectual property rights
    • 3.1 You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to the Advantez Limited (of which the Licensor is an authorised reseller), that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence.
    • 3.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
  • 4. Data
    • 4.1 You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use of all data you input into the Software and we shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any data.
    • 4.2 You are responsible for ensuring that any use of data is fully in accordance with the Data Protection Act 1998 and any other data protection legislation applicable in your jurisdiction.
    • 4.3 We reserve the right (for ourselves and Advantez Limited) to access any data stored in the Software with the sole purpose of ensuring service integrity at any time without notice. This data will not be passed directly from the Licensor to any third parties save for Advantez Limited.
    • 4.4 You acknowledge and agree that we and Advantez Limited have the right to aggregate any data held in the Software. This aggregated data will be owned by us and/or Advantez Limited and will be completely anonymous and in no way identify you or your customers specifically.
  • 5. Warranty
    • 5.1 The Licensor makes no warranties regarding the Software (save as required by law) and you accept that, as this is a free licence, this is reasonable in all the circumstances.
    • 5.2 You acknowledge that the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
    • 5.3 You acknowledge that the Software may not be free of bugs or errors and that there may be service downtimes and interruptions. You agree that the existence of any errors or downtimes shall not constitute a breach of this Licence. 
    • 5.4 The Software may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications and you acknowledge and agree that we are not responsible for any delays, delivery failures or other damage resulting from such problems.
  • 6. Licensor's liability
    • 6.1 Nothing in this Licence shall exclude or in any way limit the Licensor's liability for fraud, or for death and personal injury caused by its negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of law.
    • 6.2 Subject to condition 6.1 the Licensor shall not be liable under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise and specifically, but without any limitation to the generality of the foregoing, the Licensor shall not be liable for any:
    • 6.2.1 loss of income;
    • 6.2.2 loss of business profits or contracts;
    • 6.2.3 business interruption;
    • 6.2.4 loss of the use of money or anticipated savings;
    • 6.2.5 loss of information;
    • 6.2.6 loss of opportunity, goodwill or reputation;
    • 6.2.7 loss of, damage to or corruption of data; or
    • 6.2.8 indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.
    • 6.3 This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
  • 7. Suspension and Termination
    • 7.1 The Licensor may suspend and/or terminate this Licence immediately by written notice to you at any time.
    • 7.2 Upon suspension for any reason:
    • 7.2.1 all rights granted to you under this Licence shall be suspended; and
    • 7.2.2 you must suspend all activities authorised by this Licence.
    • 7.3 Upon termination for any reason:
    • all rights granted to you under this Licence shall cease;
    • 7.3.1 you must cease all activities authorised by this Licence;
    • 7.3.2 you must immediately delete or remove the Software from all computer equipment in your possession.
  • 8. General
    • 8.1 This Licence is binding on you and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent. The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of its rights or obligations arising under it, at any time during the term of the Licence.
    • 8.2 All notices given by you to the Licensor must be given to WebLab Software Ltd at The Quadrant, 118 London Road, Kingston Upon Thames, Surrey, KT2 6QJ, England. The Licensor may give notice to you at either the e-mail or postal address you provided to it when registering for the Software. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
    • 8.3 The Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Licence that is caused by an event outside its reasonable control (Force Majeure Event). The Licensor's performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and it will have an extension of time for performance for the duration of that period.
    • 8.4 If the Licensor fails, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if the Licensor fails to exercise any of the rights or remedies to which it is entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default. No waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
    • 8.5 If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
    • 8.6 This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing. We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Licence except as expressly stated in this Licence. Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in this Licence.
  • 9. Law and jurisdiction
    • This Licence is governed by English law. Any dispute arising from, or related to, any term of this Licence shall be subject to the exclusive jurisdiction of the courts of England and Wales.