Visiplan Limited Software Licensing Agreement
Visiplan Limited (“we”, “us”, “our”) is a company registered in England and Wales (registration number 10568140) with its registered office at 2 Old Bath Road, Newbury, Berkshire, England, RG14 1QL.
By installing SummaryPro Beta, you confirm you have read this agreement and agree to be bound by it. This agreement commences on the date you click “Accept”, and continues until terminated by either party.
1. Definitions
1.1 In this agreement, the following terms have the following meanings:
1.1.1 “Consumer” means an individual acting for purposes that are wholly or mainly outside that individual's trade, business, craft or profession.
1.1.2 “Fees” means the fees associated with your Service Plan.
1.1.3 “Licence Period” means the duration of your licence, as set out in the Service Plan.
1.1.4 "Service Plan” means the combination of the licence to use the Software for the Licence Period and the availability of customer support which you are purchasing, as set out on the Website.
1.1.5 “Software” means that Visiplan SummaryPro software, licensed to you under a Service Plan.
1.1.6 “Website” means the website available at www.SummaryPro.co.uk
1.1.7 “you” and “your” means the person (including a legal person) on behalf of whom you are entering into this agreement with us.
2. No agreement if you are a Consumer
2.1 We are not prepared to enter into this agreement if you are a Consumer. You agree that you are not a Consumer for the purposes of this agreement.
3. Renewal and payment
3.1 Your Service Plan will renew automatically at the end of each Licence Period.
3.2 You must pay us the Fees immediately on commencement of this agreement and on each renewal of your Service Plan.
3.3 You authorise us to charge the Fees to the payment mechanism which you have stored with us or our third party payment provider.
3.4 If you do not pay the Fees (including if we are, for any reason, unable to charge the Fees to the payment mechanism which you have stored with us), we will notify you. We may charge you interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month) or claim interest and statutory compensation from you pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. We may restrict your ability to use the Software until the Fees are paid.
3.5 Fees are shown inclusive of VAT.
4. Compatibility
4.1 You agree that you have ensured that your computer hardware and software runs the Software to your satisfaction, and that the Software is suitable for your needs. You acknowledge that we have made available a trial version of the Software for this purpose.
4.2 If we publish a list of versions of third party software with which this Software is designed to be compatible, you must run a version of the third party software shown on the list. You must check this list before upgrading the third party software.
4.3 While we take reasonable steps to test the Software with the third party software on the list, we are not responsible if it does not work properly.
5. Licence to use the Software
5.1 The Software is licensed to you, not sold. We grant you a non-exclusive, limited licence to use the Software during the Licence Period, unless terminated sooner in accordance with this agreement.
5.2 The licence granted under clause 5.1 permits you to use the Software only for the purposes of your trade, business, craft, or profession. We do not permit Consumer use of the Software.
5.3 You may install and use the Software on one computer. We may permit you to move the Software to a different computer, and we may make tools available for this purpose.
5.4 Your computer must have a working Internet connection. This is required for licence verification.
5.5 If we are unable to validate your licence or if you do not have a valid licence, your ability to use the Software will be restricted.
5.6 Other than as permitted by law or as necessary to use of the Software, you agree you will not copy, modify, adapt, translate or otherwise create derivative works of the Software; or reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. You must not make the Software available for use by any other than you via any communications network or by means of remote access.
6. Support
6. 1We will make available reasonable support to you, as described in the Service Plan.
6.2 We may amend the support available, including the level of support and the means of accessing it.
7. Our liability
7.1 We provide the Software on an “as is” basis. Save as expressly set out in this agreement, all other conditions, warranties or other terms which might have effect between you and us or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the extent permitted by law, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
7.2 We are not liable for any problems, issues and/or errors caused by the act or omission of you or any third party. This includes updates to any third party software, and anything related to data you are using as the input to the Software.
7.3 We are not liable for any delay or failure to comply with our obligations under this agreement if the failure results from your or any of your staff’s, or any third party’s delay or failure to perform any obligation.
7.4 Nothing in this agreement limits or excludes either party’s liability for death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by applicable law.
7.5 We are not be liable to you in contract, tort (including negligence), for breach of statutory duty or otherwise, arising in connection with this agreement for any loss of profits; loss of revenue, sales or business; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software, data or information; or any special, incidental, indirect or consequential loss or damage whatsoever, even if we have been advised of the possibility of such loss or damage.
7.6 Subject to clauses 7.4 and 7.5, our total liability to you in respect of all claims (connected or unconnected) under this agreement will be limited to the sum paid by you under this agreement in the 12 months preceding the date of the first claim.
8. Termination
8.1 You can terminate this agreement at any time through the “My Account” section of the Website. Termination takes effect at the end of the current Licence Period.
8.2 We may terminate this agreement by giving you 30 days’ notice.
8.3 We may terminate this agreement immediately by notice to you if you are in material breach of this agreement and, for a breach that can be remedied, have failed to remedy it within 14 days of being given notice.
8.4 On termination, you will no longer be eligible to use our support service and, unless your Licence Period is “perpetual” and we terminate this agreement under clause 8.2, your licence to use the Software will terminate automatically. You must remove the Software from your computer(s) immediately on termination.
8.5 If we terminate this agreement under clause 8.2 and your Licence Period is “perpetual”, you will be able to continue to use the Software on the computer on which it is currently being used at the point of termination, but you will be unable to use the Software on another computer.
8.6 You are not entitled to any refund on termination.
8.7 Any provision of this agreement that is intended to come into or continue in force on or after termination remains in force, including clauses 5.6, 7, 8.4, and 9.
8.8 Termination of this agreement does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
9. General
9.1 Neither party will have any liability to the other party if it is prevented from, or delayed in, performing its obligations or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control.
9.2 If any provision of this agreement becomes invalid, illegal or unenforceable, it will be deemed modified to the extent necessary to make it valid, legal and enforceable.
9.3 This agreement constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements between you and us relating to its subject matter.
9.4 We may assign, transfer, charge, sub-contract or deal in any other manner with any of our rights or obligations under the agreement. You may not do these things without our prior written consent.
9.5 We may give notice to you in the “My Account” section of the Website, as a pop-up in the Software, or by using the contact details you have provided to us. You can email us at info@summarypro.co.uk.
9.6 No one other than a party to this agreement, or their successors and assignees, has any right to enforce its terms.
9.7 The construction, validity and performance of this agreement and any dispute or collateral matter relating to its subject matter (including non-contractual disputes or claims) is governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts