Your use of the Software is subject to our standard terms and conditions.  If you don’t accept the provisions as set out in this Agreement then you should not install, access or use the Software in any way.

This Agreement describes how you are allowed to use the Software.  If you accept this Agreement you can use the Software only as described in this Agreement and the applicable Documentation.  Please make sure you are happy with all the terms in this Agreement before you download or use the Software.

You indicate that you agree to all the terms of this Agreement from the earliest date you tick a box or click on a button (or something similar) to signify your acceptance, or your download, access or use any of the Software. If you don’t accept this Agreement, you should not install, access or use the Software in any way.

If you are not satisfied with the Software, or have any other problem with it, please contact us via our Website.

1. Definitions and Interpretation

1.1          In this Agreement, these words have the following meanings:

“Apps”	specific applications devised for use with the Software on mobile devices in accordance with the relevant Application Licence Terms;
“Authorised Users”	your employees, agents, contractors, advisers and end-users that are permitted to access the Software and for whom you assume responsibility;
“Business Day”	any day which is not a Saturday, Sunday or public holiday in the UK;
“Confidential Information”	information that is proprietary or confidential and is either clearly labelled as such or identified as confidential information in clause 11 including without limitation Customer Data;
“Customer Data”	the data input by you (or for and on your behalf by your Authorised Users) into the Software;
“Data controller”	has the meanings as set out in the Data Protection Laws;
“Data processor”	has the meanings as set out in the Data Protection Laws;
“Data Protection Laws”	up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
“Documentation”	the documentation and information made available to you by us (for example our invoices, help notes in the Software, our Knowledgebase and the information on our Website) or our authorised resellers from time to time that describes the Software, fees, payment and user instructions but excluding marketing literature;
“Effective Date”	the date you accept this Agreement in one of the ways set out above;
“Licence Period”	the length of time for which you may use the Software from and including the Effective Date and, in the case of perpetual licence periods, we mean 15 calendar years;
“Module”	an optional package that you may use alongside the Software (as described in the Documentation), which may be subject to payment of an additional fee;
“Personal Data”	has the meanings as set out in the Data Protection Laws;
“Privacy Policy”	our privacy policy accessible via our Website;
“Software”	the provision by us to you of our software Prelude and any associated Modules, plug-ins and facilities as more particularly described in the Documentation;
“Update”	a permanent fix to a known problem in the Software or due to a change in legislation which may be released by us from time to time;
“Upgrade”	a major revision to the Software which adds new or different functions, capabilities or Modules which is released by us from time to time;
“Us” “we” and “our”	Prelude Software Limited (company registration number 02985428, VAT number GB 648 4616 11, registered office: Tondu Enterprise Centre, Bridgend CF32 9BS);
“Website”	Access our resources and contact us on the following website, pages and subdomains:General website        https://prelude.softwareContact Us                    https://prelude.software/contactLog in                              https://my.prelude.software/appKnowledgebase         https://help.preludeaccounts.com
“You” and “your”	the customer authorised to use the Software.

1.2          A reference to a statute, statutory provision or subordinate legislation in this Agreement is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.

2. The Software

2.1          We grant a non-exclusive licence to you to use the Software in accordance with this Agreement and the Documentation or as otherwise allowed by us in writing. You may not use the Software in any other way.

2.2          To use the Software you must activate it (and depending on the Software, re-activate it at the end of the licence period if you want to continue using it and pay the then current fees) by using an ‘activation code’. We will provide this to you following receipt of registration information from you. Without this information we will not be able to activate or re-activate your Software and you will not be able to use it.

2.3          We also allow use of some of our Software on a temporary basis to let you assess its suitability for your needs (we refer to this as a ‘trial’ or ‘demonstration’). We will tell you if you are only able to use the Software in this way before you receive it. If you want to use the Software after the end of the temporary period you will need to activate it using an activation code that we will provide to you, once you also agree to pay our fees. After you have activated the Software all of the terms of this Agreement will continue to apply to you. If you do not activate the Software, it will stop working and you must stop using it and remove it, if applicable, in the way described in the Documentation.

2.4          You must not:

2.4.1      make the Software available for anyone else to install or use in any way, or give anyone else any right (of any kind) to distribute, use or benefit from the Software in any way unless we have told you in writing that you can. For example, you may not allow anyone other than your Authorised Users to have access to the Software and you cannot provide the Software as part of a      service you provide to others;

2.4.2      use (or try to use) the Software in a way which we have not specifically allowed. For example, you must not try to make the Software work in a particular way if it does not usually work or has not been designed to work that way;

2.4.3      use the Software to help you develop your own software;

2.4.4      change the Software, take it apart, or permit others to do so without our permission. Please contact us if you want to do this. We will try to assist you, and will make sure that you can change the Software or take it apart in the way the law allows you to;

2.4.5      copy any part of the Software, or allow anyone else to. This clause does not limit, however, your ability to take multiple backup copies of your Customer Data – and we urge you to do this on a regular basis.

2.5          If you have purchased a ‘package’ (by package we mean licences to a number of other Software titles sold by us) in addition to the other restrictions in this clause 2, you must not attempt to resell or otherwise distribute any part of the package.

2.6          If evidence becomes available that allows us to consider you may have breached some part of this Agreement, you give us permission to visit your premises during normal office hours to check your relevant systems and records. When we carry out this check, we will keep the disruption to your business to a minimum and you must give us any help we may reasonably need.

2.7          We allow some of our Software to be used on laptops or equivalent portable devices that belong to you and which are to be used by your Authorised Users away from your premises. Unless we tell you otherwise, you may need to buy an additional licence from us (or your supplier) to allow you to do so for each user that is to use the Software’s Modules in this way (in addition to normal users of the Software).

2.8          You are permitted to use this Software with a mobile device. It is likely that you will need a further software application (commonly referred to as an “App”) to do so, for which you may incur additional fees. When using the Software with a mobile device you must continue to adhere to this Agreement and any additional terms and conditions accompanying the App. If no terms and conditions accompany the App, then this Agreement will also apply to your use of the App.

2.9          You acknowledge that you are fully responsible for obtaining and maintaining any third party software, services and/or hardware to enable you to access the Software via a portable, mobile or similar device.

2.10        The Software may include technology that enables us to:

2.10.1    check specific information directly relevant to your use of the Software contained in your computer against our records to make sure the Software is being used in accordance with this Agreement and to troubleshoot any problems;

2.10.2    collect information about how you and your Authorised Users use the functions of the features of the Software; and

2.10.3    gather statistical information about the operating system and environment on which the Software is installed;

By accepting this Agreement you are giving us your informed consent to use this information for one of the purposes described in clause 8.1 below and in accordance with our Privacy Policy.

2.11        The Software may include a feature which you can enable to automatically check our Website for Updates and to apply them to the Software. You can configure this feature to suit your preferences. If you use it, certain information will be collected and recorded by us from your system, such as what operating systems you utilise and the name and version number of the Software. If your supplier is making the Software available to you in the manner described under ‘Hosted service’ at clause 2.12 below, then you acknowledge that you may not receive Updates from us as the decision to update the Software is made by your supplier.

2.12        Hosted Software

2.12.1    We licence and allow certain of our authorised business partners to provide some of our software to their customers using a hosting environment. By hosting environment we mean software installed on your computers that your Authorised Users may access and use through the Internet. Where your clients access the Software via a hosting environment, you are responsible for maintaining your own access to the Internet to allow your Authorised Users to access the Software. You also agree that due to the nature of using software in this way there may be times when your Authorised Users are unable to access and use the Software (for example due to maintenance or circumstances beyond our control). Separate agreements may also relate to our Software where it is used in this way and your use of the Software will be subject to that separate agreement. If this Agreement and any separate agreement conflict in any way, then the separate agreement will be applicable on that particular issue.

2.12.2    If you have purchased a licence from your supplier to access our Software using its hosting environment, then your supplier (not us) is fully responsible for your access or inability to access our Software in this way and any related services that it provides.

2.13        Changes in the law may affect the Software, including changes to employment, tax and national insurance laws. If the Documentation says that it ‘complies with’ any law, we mean that it meets the law in the tax year shown on the packaging of the Software or in the Documentation. If you want to make sure the Software continues to meet the applicable law, you should ensure you upgrade the Software to the relevant new release for each tax year. If the Software, the Documentation or packaging states that the Software is for a previous tax year, please contact us using the details provided at clause 17 below.

2.14        The Software may include a security feature which makes sure that no more than the specified number of Authorised Users can use the Software at one time. If this feature prevents you from using the Software, please contact us.

3. User Parameters

3.1          The Software must only be used:

3.1.1      for your legitimate internal business purposes and with your own information or the demonstration data supplied with the Software (unless we have granted you additional rights at clause 4.7);

3.1.2      to process the data for the agreed number of employees as set out in the Documentation (by “employee” we mean a person you manage using the Software whether or not currently employed by you);

3.1.3      to process data for the specified number of companies as set out in the Documentation (by “company” we mean a single set of your own records and information containing a unique VAT or PAYE reference number); and

3.1.4      for the number of Authorised Users (whether named or concurrent) as set out in the Documentation (you must not allow any other person or organisation to use the Software).

The number of Authorised Users that can use the Software will depend on the type of software licence you have bought.

3.2          If we have told you in writing that you can use the Software to provide services to others (who are not part of your business) you can do so for up to the number of users, we (or your supplier) have agreed as set out in the Documentation.

3.3          If you want to increase the number of Authorised Users able to access the Software, companies or clients you use the Software for, then you must buy an additional licence.

4. Product Specific Terms

4.1          Certain terms and conditions of this Agreement only apply to some of our Software. You will need to check what we told you when you bought your licence (for example in the Documentation) to see if these terms apply to your use of the Software.

4.2          Installations and workstations

4.2.1      If we (or your supplier) have told you that the Software may only be used on a specified number of computers (sometimes referred to as ‘installations’) then you may only install and use the Software on up to that specific number of computers and you may not transfer the Software to a different computer after it has been installed unless we agree otherwise.

4.2.2      Unless the Software is licensed for use on specific computers, you can transfer a copy of the Software from one computer to another one owned by you, as long as you always adhere to the terms of clauses 2, 3 and 4 of this Agreement and the Documentation and permanently delete the Software from the computer it was originally installed on. You may need an ‘activation code’ in order to do this (see clause 2.2).

4.3          Networked and remote use

4.3.1      If applicable, you can load and use the Software on a computer network (for access by your number of Authorised Users) as long as we have agreed at the outset and as long as you use the Software in accordance with this Agreement. The performance of the network may affect the performance of the Software. If you use the Software on a network which is not a ‘local area network’: you may have problems with that Software; we may not be able to provide any technical support and the promises we give in clause 7 do not apply to your use in this way.

4.3.2      When we say ‘local area network’, we mean a network of computers which is linked by private connections. Other private networks can also allow you to access the Software if you are away from the premises where the Software is installed. This is often referred to as ‘remote’ access.

4.3.3      If when you bought your licence to use the Software, you were notified that you may allow a third party information technology service provider (such as your supplier) to load the Software on to its own computer on your behalf to enable your Authorised Users to access the Software remotely, you must not allow your third party information technology service provider or anyone else to then use the Software.

4.3.4      You should read all up to date Documentation we publish about using the Software which gives information about network use and about limits on using that Software remotely.

4.4          Online training

If your licence includes a free right to use our online training:

4.4.1      You must not copy or allow anyone else to copy any material which forms part of online training, or allow anyone else to use online training without our permission.

4.4.2      From time to time we may change the material which forms part of the online training.

4.5          Business information

4.5.1      If your licence includes a free right to use our online business information, we will give you free access to the section of our Website which contains information relevant to your business (business information) for one year from the Effective Date. Details of the business information you can get access to are given in the Documentation.

4.5.2      We will give you at least three months’ notice if we want to change or end this free access. The notice will take effect after the end of the free period. Whilst we give you access to business information you can use that information for your business purposes. You can see and download the business information and make any copies you reasonably need for those of your employees who may need to have the business information to work for you, you must not remove or alter any copyright notices, trademarks or other notices.

4.5.3      You must not use business information in any way other than as set out in this Agreement and the Documentation, or as allowed by us in writing.  In particular, you must not sell, rent out, distribute, publish, display or alter the business information or create documents from any business information, or use business information for any illegal purpose.

4.5.4      The business information is prepared and updated in line with relevant laws and best practice in England and Wales, Scotland and Northern Ireland. It is only suitable for use in those countries. However, business information cannot take account of all circumstances, and so cannot provide specific advice (such as how a particular event will affect your legal position). We recommend that you get your own legal advice if you have any particular questions about an issue set out in business information.

4.5.5      Access to our Website, online training and business information

We will do everything reasonably possible to make sure that the sections of the Website which contain online training and business information are free from viruses. However, we cannot guarantee this. We recommend that you use your own virus-protection software. We cannot guarantee that the Website(s) will be compatible with your browser or computer set-up, or that your access to the Website(s) will not be interrupted (this may be beyond our control). From time to time we may temporarily stop providing access to the Website, for maintenance, repairs or other reasons. If possible, we will try to make sure this happens outside normal business hours.

4.6          Client Manager and Accountant Bundle

4.6.1      If you have purchased a licence to use Client Manager (which is combined with an Accountant Bundle), your licence to use this Software must be renewed annually. Please note, Accountant Bundles cannot be installed using a trial activation key.

4.6.2      Your licence to use this Software entitles you to install and access all older supported versions of Client Manager. Where we stop supporting an older version of Client Manager (which you have installed using this Software or which you have already installed yourself), you may continue to access it, but we will not provide you with any support and Accountant Bundles will not work with unsupported versions. Accordingly, any continued use of an unsupported version of Client Manager will be at your own risk.

4.6.3      Where you access previous versions of Client Manager, you must ensure that the total number of Authorised Users accessing those versions does not exceed the maximum number of Authorised Users under your licence to use the current version of Client Manager.

4.7          If we give you an extra document which says you can use the Software in a different way, or for a different purpose to that set out in this Agreement, the wording in that document overrides this Agreement. Examples of the sorts of extra document include ‘additional licences’ and ‘business partner’ agreements.

4.8          Certain Modules and Apps, as detailed in the Documentation, may be made available to you along with the Software. In some instances, as detailed in the Documentation, this use shall be limited for 12 months from the Effective Date (as applicable to the relevant Module) in accordance with your agreement with us as contained in this licence. After the expiry of the 12 month period, you will be presented with different options to subscribe to the Module at the then current subscription price. We will give you reasonable notice of the price to allow you to decide if you would like to subscribe to the Module. Should you choose to subscribe to the Module, the then current subscription licence, along with any specific application licence terms, shall govern your use of the Module.

5. Third Party Providers

5.1          With the Software you may receive other software which we do not own (third-party software). You cannot use the third-party software by itself – you can only use it in the course of using the Software. If you do use third-party software, you agree to keep to any licence agreement provided with that third-party software. If there is no licence agreement with that third-party software, this Agreement will apply to how you use that software. You also agree to keep to any other conditions we impose on using the third-party software.

5.2          The owners of the third-party software keep all relevant rights in their own software and in all copies of it.

5.3          Some features of the Software rely on or provide access to technology or information not provided by us (third party technology and information), including but not limited to HM Revenue & Customs or where applicable, Revenue Irish Tax & Customs website. Except where clause 13.3 applies, we are not responsible for any problem with any third-party technology and information and will not be liable for those problems. If you access any third-party technology or information you also agree to the terms and conditions of the third party that relate to such access.

6. Your Obligations

You agree to:

6.1          pay the applicable fees when due at the times we agreed when you bought your licence to use the Software;

6.2          provide us with:

6.2.1      all necessary co-operation in relation to this Agreement; and

6.2.2      all necessary access to such information as we may reasonably require in order to provide the Software, including but not limited to Customer Data, security access information and configuration services;

6.3          comply with all applicable laws and regulations in respect of your activities under this Agreement;

6.4          carry out all your obligations under this Agreement in a timely and efficient manner. We will not be responsible for any delay in the provision of the Software as a result of any third party act or omission;

6.5          ensure that the Authorised Users use the Software in accordance with this Agreement and you will be responsible for any Authorised User’s breach of this Agreement;

6.6          notify us in writing of any defect or alleged defect in the Software within five days of the date you become aware of it; and

6.7          ensure that your network and systems comply with the systems requirements publicised by us from time to time.

7. Our Obligations and Guarantees

7.1          We warrant that for 45 days from the Effective Date the Software will perform as described in the Documentation provided that you use the Software in accordance with this Agreement and the Documentation. If you write to tell us within that time frame that the Software does not comply with this warranty and this affects how you can use the Software (and our checks verify this) we will either provide replacement software to correct the problem or refund to you (or your supplier) the fee you paid for the Software and this Agreement will terminate with immediate effect.

7.2          We agree that we will use our reasonable skill and care to provide any service to you under this Agreement.

7.3          We:

7.3.1      do not warrant that your use of the Software will be uninterrupted or error-free, or that the Software, Documentation and/or the information obtained by you through the Software will meet your requirements or produce particular outcomes or results (irrespective of whether you informed us or your supplier about how you intend to use the Software at the point of purchase); and

7.3.2      are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.4          Except where clause 13.3 applies, this Agreement describes all of our guarantees relating to the Software. Unless this Agreement says otherwise, we are not bound by any other contract terms, warranties or other type of promise. If, under any law, a particular term, warranty or other type of promise relating to the Software, technical support, online training or business information would automatically be included in this Agreement, we will only be bound by that term, warranty or promise to the extent set by law.

8. Your Information, Customer Data and Personal Data

Information you provide to us (excluding Customer Data)

8.1          We will use any information you provide us under this Agreement (excluding Customer Data), or that we collect under this Agreement as described in our Privacy Policy and in particular to:

8.1.1      provide, manage and administer your use of the Software;

8.1.2      fulfil our contractual obligations under this Agreement;

8.1.3      liaise with regulators, banks, law enforcement agencies (including the police) and fraud detection parties;

8.1.4      (subject to clause 8.4) contact you to see if you would like to take part in our customer research;

8.1.5      (subject to clause 8.4) contact you about other products and services which we think you will be interested in;

8.1.6      deliver targeted advertising, marketing (including in-product messaging) or information to you which may be useful, based on your use of the Software or any other information we have about you (you may be able to configure these features to suit your preferences); and

8.1.7      otherwise in accordance with our Privacy Policy.

We will always try to speak to the relevant person in your organisation. We may contact you directly or use other organisations which we have hired to contact you for us.

8.2.         We may disclose information to other companies in our group of companies, our contractors, and other organisations. For example, we may disclose information to:

8.2.1      organisations that we use to help us send communications;

8.2.2      companies we use to help us provide the Software or services (such as hosting providers, where relevant);

8.2.3      law enforcement agencies and fraud detection parties;

8.2.4      third parties (if any) used by us to perform our obligations to you under this Agreement; and

8.2.5      any other person in order to meet any legal obligations on us, including statutory or regulatory reporting.

8.3.         If you provide us with information that contains Personal Data we will process that data in accordance with the Data Protection Laws and you agree and authorise us to use it as described in clauses 8.1 and 8.2.

8.4.         If at any time you do not want us to use your Personal Data in the manner described at clauses 8.1.4 (customer research) and 8.1.5 (information about other products or services), please contact us.

Customer Data

8.5.         You own your Customer Data and you have sole responsibility for its legality, reliability, integrity, accuracy and quality.

8.6          To the extent Personal Data is included in any Customer Data we will process that data on your behalf as a data processor. We will only process such Personal Data in accordance with your instructions (and you hereby instruct us to take such steps in the processing of Personal Data on your behalf as are necessary for the provision of the Software and the performance of our obligations under this Agreement).

8.7.         We will use any Customer Data that you transfer to us pursuant to this Agreement to:

8.7.1      provide, manage and administer your use of the Software; and

8.7.2      fulfil our contractual obligations under this Agreement.

8.8          You warrant and represent that:

8.8.1      you will comply with the Data Protection Laws;

8.8.2      you are authorised pursuant to the Data Protection Laws to disclose any Personal Data which you disclose or otherwise provide to us regarding persons other than yourself;

8.8.3      you will, where required under the Data Protection Laws, obtain all necessary consents in order for (i) you to disclose the Personal Data to us; (ii) us to process the Personal Data for the purposes of providing the Software; (iii) us to disclose the Personal Data to those parties set out in clause 8.11 below including where the recipients of the Personal Data are outside the European Economic Area (“EEA”).

8.9.         We warrant and represent that during the term of this Agreement we will:

8.9.1      comply with the Data Protection Laws applicable to us whilst such Personal Data is in our possession;

8.9.2      (having regard to the state of technological development and the cost of implementing any measures), take appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected; and

8.9.3      take reasonable steps to ensure the reliability of our employees who have access to any Personal Data.

8.10.      You acknowledge and agree that, for the purposes of providing the Software under this Agreement, Personal Data may only be transferred outside the EEA upon obtaining your explicit permission.

8.11.      We may, subject to clause 8.7, provide Customer Data that you transfer to us pursuant to this Agreement to:

8.11.1    our agents, service providers and other companies in our group of companies;

8.11.2    law enforcement agencies and fraud detection parties;

8.11.3    any other person in order to meet any legal obligations on us, including statutory or regulatory reporting; and

8.11.4    any other person who has a legal right to require disclosure of the information.

9. Proprietary Rights

9.1          You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Software and the Documentation. Except as expressly stated, this Agreement does not grant to you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Software or the Documentation.

9.2          We own the rights to the Software and any related logos. Other owners own the rights in the third-party software and their logos. By granting you the licence, we do not give you ownership of any of those rights or logos, and the rights you have to use the Software, the third-party software, and any related logos, are as described in this Agreement and any other relevant document.

10. Technical support and replacement software

10.1        Technical support

10.1.1    If specified in the Documentation, for no extra charge we will give you technical support covering problems you may have using the Software (you will need to be based in the United Kingdom unless we tell you otherwise when you buy your licence to use the Software). We will provide this support from the date you are first given an activation code for any version of the Software, and during the period set out in the Documentation. The technical support will automatically stop at the end of the free period. If you require technical support to continue then you can ask us (or your supplier) to provide further technical support under a separate contract, which may be subject to payment of fees.

10.1.2    We will tell you whether you will be entitled to any free support before you upgrade your Software to a newer or advanced version.

10.2        Replacement software.  If we provide software which replaces all or part of the Software, the licence described in clause 2 will cover you to use it, from the date you first use the replacement software. To allow a smooth changeover to the replacement software, you may continue to use both the Software and the replacement software for three months, then the licence to use the original Software will stop and only cover the replacement software, and the wording of clause 15 (about returning the Software) will apply to the original Software.

10.3        We may stop providing technical support or replacement software at any time, though we will give you a reasonable amount of notice. This will not affect your licence to use the Software.

10.4        If you have purchased a licence to use the Software for a specified period of time, we reserve the right to discontinue the provision of support and/or maintenance of the Software (or any version of it) at any time and to also provide to you (in substitution of the Software) replacement software which fulfils the same or similar functions.

11. Confidentiality

11.1        Both parties may have access to Confidential Information from the other in order to perform obligations under this Agreement. Confidential Information will not be deemed to include information that:

11.1.1    is or becomes publicly known other than through any act or omission of the receiving party;

11.1.2    was in your or our lawful possession before the disclosure;

11.1.3    is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

11.1.4    is independently developed by the receiving party and which can be proven by written evidence; or

11.1.5    is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

11.2        Both parties will hold the other’s Confidential Information in confidence and, unless required by law, will not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.

11.3        Both parties will take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

11.4        This clause 11 will survive termination of this Agreement, however arising.

12. Indemnity

12.1        You will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Software, provided that:

12.1.1    we give you prompt notice of any such claim;

12.1.2    we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and

12.1.3    you are given sole authority to defend or settle the claim.

12.2        We will defend you, your officers, directors and employees against any claim that the Software infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and will indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:

12.2.1    you give us prompt notice of any such claim;

12.2.2    you provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and

12.2.3    we are given sole authority to defend or settle the claim.

12.3        In the defence or settlement of any claim, we may procure the right for you to continue using the Software, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement on reasonable notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.

12.4        In no event will we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:

12.4.1    a modification of the Software by anyone other than us; or

12.4.2    your use of the Software in a manner contrary to the instructions given to you by us; or

12.4.3    your use of the Software after notice of the alleged or actual infringement from us or any appropriate authority.

12.5        The foregoing states your sole and exclusive rights and remedies, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13. Limitation of Liability

13.1        This clause 13 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:

13.1.1    arising under or in connection with this Agreement;

13.1.2    in respect of any use made by you of the Software and Documentation or any part of them; and

13.1.3    in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

13.2        Except as expressly and specifically provided in this Agreement:

13.2.1    you assume sole responsibility for results obtained from the use of the Software by you, and for conclusions drawn from such use; and

13.2.2    all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

13.3        Nothing in this Agreement excludes our liability for:

13.3.1    death or personal injury caused by our negligence;

13.3.2    fraud or fraudulent misrepresentation; or

13.3.3    any other matter we cannot limit or exclude under applicable law.

13.4        Subject to clause 13.2 and clause 13.3:

13.4.1    we will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:

13.4.1.1                any loss of profits, loss of business, lost working time, depletion of goodwill, and/or similar losses or loss or corruption of data or information, or pure economic loss; or

13.4.1.2                any special, indirect, incidental or consequential loss, costs, damages, charges or expenses however arising under this Agreement including without limitation fines or penalties levied by any relevant authority or claims from third parties; and

13.4.2    our total aggregate liability in contract (including in respect of the indemnity at clause 12), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement will be limited to:

13.4.2.1                100% of the value of the fees you paid for the licence to use the Software where you purchased a licence for a perpetual licence period; or

13.4.2.2                100% of the value of the fees you paid in the 12 last months for the licence to use the Software where you purchased a licence to use the Software for a specified period.

13.5        You agree that the limitations set out in this clause 13 and restrictions in this Agreement are reasonable because they reflect the fact that:

13.5.1    we cannot control how and for what purpose you use our Software;

13.5.2    we have not developed the Software specifically for you; and

13.5.3    although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure there are no problems in the Software.

13.6        If you believe you could experience anything that we have told you we will not be responsible for we recommend you consider obtaining insurance cover.

14. Term and Termination

14.1        You may use the Software for the Licence Period. You will not be allowed to use the Software after the Licence Period ends unless we extend your right to use it. The way we extend your right to use the Software will depend on the Software you are using. We (or your supplier) will tell you how to extend your right to use the Software in each case.

14.2        You may end this Agreement at any time by writing to tell us and once acknowledged by us, this Agreement may end. Such termination will mean all sums owed to us become immediately due and you will not be entitled to any refund. If you are paying for technical support or any other service from us and you want to end that service, you should read the terms for that support or service to find out how to stop that particular service.

14.3        Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement immediately without liability to the other if:

14.3.1    the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

14.3.2    an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or

14.3.3    an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder; or

14.3.4    a receiver is appointed over any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or

14.3.5    the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

14.3.6    the other party ceases, or threatens to cease, to trade; or

14.3.7    the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

14.4        If you have purchased a licence to use the Software for a specified period of time, rather than a perpetual licence period, we may end this Agreement by giving you 30 days written notice at any time. If we do, we will refund an amount being the proportion of the unexpired period of the term of this Agreement.

15. Effect of Termination

15.1        No matter how this Agreement ends, the information you store in the Software remains your information and you can remove it from the Software before the end of this Agreement. If you don’t, this will not prevent this Agreement from ending. In those circumstances, we do not have to remove your information from the Software or help you to do so.

15.2        On termination of this Agreement for any reason:

15.2.1    all licences granted under this Agreement will immediately terminate and you will uninstall the Software and cease use of the Software. If requested by us, you shall return all copies of the Software and certify in writing your compliance with this clause;

15.2.2    each party will return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

15.2.3    the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination will not be affected or prejudiced.

16. General terms

16.1        If you have bought a licence for a number of our software products under this Agreement, the extent of your rights to use each software product may be different depending upon your choice of software and the fees you pay. We will tell you the extent of your licence for each individual software product at the time you buy your licence and the terms of this Agreement will apply to that individual software product as appropriate.

16.2        From time to time we may change this Agreement by telling you that we have changed it. If you do not agree with those changes, please contact us as soon as possible. If you buy any other product or service relating to the Software from us or your software supplier, after we have told you that we have changed this Agreement, we will consider you to have accepted those changes.

16.3        If we quote you a price (e.g. on our Website or by telephone) for any of our products or services, that price will be confirmed when we issue our invoice.

16.4        In this Agreement, where we say ‘we have told you’, we mean that we have confirmed this in writing to you (for example on your invoice).

16.5        Any supplier or business partner you buy the licence from does not have any authority or right to enter into any contract or provide any guarantee on our behalf. These organisations are ‘independent’ third parties (by this we mean they are not part of our business) and we are not responsible for any changes these organisations have made to the Software or for anything they do or fail to do.

16.6        If you use the Software outside of the United Kingdom or the Republic of Ireland you need to make sure that you comply with any applicable legal requirements.

16.7        If a court or similar body decides that any wording in this Agreement cannot be enforced, that decision will not affect the rest of this Agreement, which will remain binding on both of us. However, if the wording that cannot be enforced could be enforced if part of it is deleted, we will both treat the relevant part of the wording as if it is deleted.

16.8        If you or we fail to, or delay in, exercising any rights under this Agreement, that will not mean that those rights cannot be exercised in the future.

16.9        This Agreement is the entire agreement between you and us for you using the Software, free technical support, online training and business information, and replaces all documents, information and other communications (whether spoken or written) between us for such use. The paper licence agreement that accompanies the Software (if any) takes priority over the terms of the licence agreement displayed in the Software and that shown on our Website.

16.10     This Agreement is personal to you and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by you without our prior written consent. You cannot transfer the Software (including this Agreement) to any other person or organisation. For example, you cannot sell it if you no longer want to use it, and if you become insolvent, an insolvency practitioner may not pass on the Software as part of your business assets.

16.11     We may transfer, assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) this Agreement at any time without your consent.

16.12     This Agreement applies to the Software you bought the licence for. If you buy a licence from us for other software at a different time, then the software licence agreement that we give you with that software will apply to your use of that software. If you upgrade your Software (for example by purchasing a licence for a new or advanced version of the Software), then the software licence agreement we give you at that time will replace this Agreement for your continued use of the Software.

16.13     If circumstances beyond our reasonable control arise, we will not be liable for failing to meet our responsibilities in this Agreement because of those circumstances, for as long as those circumstances continue. For the purposes of this Agreement you agree that a cyber-attach or breach of cyber security is beyond our reasonable control, subject to us being able to demonstrate that we acted in accordance with what would be reasonably considered to be best practice by a business software provider of an equivalent size and standing in taking steps to prevent such an attack or breach of security.

16.14     This Agreement is personal to you and us and no third party shall have any right to enforce the terms of this Agreement or be entitled to obtain any benefit under it, except that the owners of third-party software can benefit from clauses 2, 3, 5 and 13 and any other part of this Agreement that applies to third-party software. This means that only you, we and the owners of any third-party software can benefit from the rights set out in this Agreement. However, you and we can end this Agreement or change any term of it (if we both agree to this in writing) without permission from the owner of the third-party software.

16.15     If you purchased your licence to use the Software in the United Kingdom then this Agreement is governed by the laws of England and Wales and you and we both agree that the courts of England and Wales will be the only courts that can decide on legal disputes or claims about this Agreement. If you purchased your licence to use the Software in the Republic of Ireland then this Agreement is governed by the laws of Ireland and you and we both agree that the courts of Ireland will be the only courts that can decide on legal disputes or claims about this Agreement.