This licence agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and NewGalexy Services Limited, a company incorporated in Scotland (company number SC425646) having its principal place of business at Corunna House, 39 Cadogan Street, Glasgow G2 7AB (“Licensor”, “us” or “we”) for NewGalexy Practice League™ computer software (“Software”).
THIS SOFTWARE REQUIRES YOUR COMPUTER TO HAVE:
- A STRONG, COMMERCIAL INTERNET ACTIVITY, AND
- A COMPATIBLE BROWSER (INTERNET EXPLORER (VERSION 11) OR SAFARI (VERSION 5.1) OR GOOGLE CHROME (VERSION 37 ONWARDS) OR FIREFOX (VERSION 32).
THE RECOMMENDED RESOLUTION FOR THIS SOFTWARE IS A 1360 x 768 RESOLUTION.
YOU ARE RESPONSIBLE FOR ENSURING THAT YOUR COMPUTER MEETS THESE MINIMUM REQUIREMENTS.
IMPORTANT NOTICE TO ALL USERS:
BY CLICKING ON THE “ACCEPT” BUTTON YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE THE INSTALLATION PROCESS NOW. To access the Software, you will have a username and password. This will be set up by us and sent to you within five working days from the date of your acceptance of this Licence (“Implementation Date”).
We license use of the Software to you on the basis of this Licence. We do not sell the Software to you. We remain the owners of the Software at all times.
1. LICENCE AND RESTRICTIONS
1.1 In consideration of payment by you of the Licence Fee and subject to the terms of this Licence, the Licensor grants to the Licensee a non-refundable, non-exclusive, non-transferable licence for a term of one year commencing on and including the Implementation Date (“Initial Term”) to use the Software in accordance with this Licence. 1.2 Approximately thirty days prior to the expiry of the Initial Term, the Licensee will receive an email notifying the Licensee of the date of expiry. This Licence shall automatically extend for one year (“Extended Term”) at the end of the Initial Term and at the end of each Extended Term unless the Licensee gives notice to the Licensor in accordance with clause 10 at least fourteen (14) days before the end of the Initial Term or the Extended Term. Payment of the Licence Fee for the Extended Term will be due by the Licensee to the Licensor no later than the day before the commencement of the Extended Term.. 1.3 You acknowledge that the Licence Fee is exclusive of any applicable taxes which may apply and the obligation to pay any applicable taxes lies with you. 1.4 You acknowledge that the basic Licence Fee includes the integration but not the right to use Docusign. An additional charge for the use of Docusign will be applicable. 1.5 You acknowledge that we will provide you with 5GB of space with this Licence, on an annual basis. An additional charge for the use of more space will be applicable. 1.6 You may: (a) use the Software for your internal business purposes only; and (b) receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by the Licensor from time to time. 1.7 The Licensee agrees: (a) not to copy the Software 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; (b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software; (c) 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; (d) 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: (i) is used only for the purpose of achieving inter-operability of the Software with another software program; (ii) is not 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; (e) 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 We appreciate that your and your customers’ and suppliers’ data is confidential. Our data security policy forms part of this Licence and can be accessed here. 2.2 As part of our security procedures, each user will have a username and a password. You must treat such information as confidential and not disclose your login details to any third party. We have the right to disable any user at any time if in our reasonable opinion you have failed to comply with any of the provisions of this Licence.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 The Licensee acknowledges that all intellectual property rights in the Software in the world belong to the Licensor, and the Licensee shall have no rights in or to the Software other than the right to use it in accordance with 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.
4.1 The Licensee acknowledges that the Software has not been developed to meet the individual requirements of the Licensee and accepts that it is the Licensee’s responsibility to ensure that the facilities and functions of the Software meet the Licensee’s requirements. 4.2 The Licensor shall carry out its obligations with reasonable skill and care. The Licensee accepts that the Software is made available to the Licensee on an “as is” and “as available” basis. The Licensor does not warrant that the use of the Software will be uninterrupted or error-free. All conditions, warranties or other terms which might have effect between the parties to this Licence or be implied or incorporated into this Licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including any implied conditions, warranties or other terms as to satisfactory quality or fitness for purpose.
5.1 The Licensor shall not in any circumstances have any liability for any losses or damages which may be suffered by the Licensee, whether the same are suffered directly or indirectly or are immediate or consequential and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: (i) loss or corruption of data, (ii) special damage even if the Licensor was aware of the circumstances in which such special damage could arise, (iii) loss of profits; (iv) loss of anticipated savings;(v) loss of business and business opportunity and (vi) loss of goodwill. 5.2 The Licensor shall not in any circumstances have any liability for indirect and consequential losses howsoever arising whether the same arise in contract, tort (including negligence) or otherwise howsoever. 5.3 Other than the losses set out in clause 5.1 and 5.2 (for which we are not liable), our 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 100% of the Licence Fee. This maximum cap does not apply to clause 5.4. 5.4 Nothing in this Licence shall limit or exclude our liability for: (a) death or personal injury resulting from our negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited by English law.
6.1 The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and all other reasonable professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with any breach by the Licensee of any provision of this Licence.
7. SERVICE LEVELS
7.1 During the Initial Term or the Extended Term (as the case may be), the Licensor shall provide helpdesk and technical support on the Software by means of the following telephone number: 0800 699 0045 and email address: email@example.com (together, “Support Services”). The Support Services are available from Monday to Friday (excluding UK bank holidays), 9am to 5pm GMT. 7.2 For general queries, the Licensor aims to respond to the Licensee within 24 hours of the Licensor’s acknowledgment of receipt. 7.3 For errors, the Licensor aims to respond to the Licensee within the following timescales: 7.3.1 if the error is a simple error, within six working hours of the Licensor’s acknowledgment of receipt; 7.3.2 if the error is a medium error, within 24 working hours of the Licensor’s acknowledgment of receipt; 7.3.3 if the error is a complex error, within three working days of the Licensor’s acknowledgment of receipt. 7.4 The timescales in 7.3 are subject to: 7.4.1 the Licensee providing a sufficient description of the error; 7.4.2 the Licensee providing information, assistance and access to the Licensee’s system, as reasonably necessary to assist the Licensor to resolve the error. 7.5 The Licensor shall prioritise all errors based on its reasonable assessment of the severity level of the error reported.
8.1 We may terminate this Licence immediately by written notice to you if: (i) you commit a material 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; or (ii) you are unable to pay your debts as they fall due; or (iii) an application is made to court, or an order is made, for the appointment of an administrator or judicial factor or provisional liquidator or a liquidator, or if a notice of intention to appoint an administrator or judicial factor or provisional liquidator or a liquidator is given or if an administrator or judicial factor or provisional liquidator or a liquidator is appointed over you (being a company); or (iv) the holder of a qualifying floating charge over your assets (being a company) has become entitled to appoint or has appointed an administrative receiver; or (v) a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets; or (vi) you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business. 8.2 Upon termination of this Licence for any reason: (a) all rights granted to you under this Licence shall cease; and (b) you must cease all activities authorised by this Licence.
9. FORCE MAJEURE
9.1 Neither we nor you shall be in breach of this Licence nor liable for delay in performing, or failure to perform, any of its obligations under this Licence if such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for thirty days, the party not affected may terminate this Licence by giving fourteen days’ written notice to the affected party.
10.1 Any notice given to a party under or in connection with this Licensee shall be in writing (including email) and shall be delivered by hand or by pre-paid post at its registered office or its principal place of business or by email. 10.2 Any notice shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or if sent by courier or first class post, at 9.00 am on the second working day after posting. Notice shall be deemed to be received by email the next working day after sending.
11.1 We may transfer our rights and/or obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
12. VARIATION OF LICENCE
12.1 No variation of this Licence shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
13.1 A waiver of any right or remedy under this Licence or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
14.1 If any provision or part-provision of this Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
15. THIRD PARTY RIGHTS
15.1 A person who is not a party to this Licence shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.
16. ENTIRE AGREEMENT
16.1 This Licence and the Sign Up page together constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Licence.
17.1 This Licence and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and the parties irrevocably agree that the courts of England shall have exclusive jurisdiction.