Important – Please Read Carefully
This Strategies Online Ltd terms and conditions of sale and software licence is a legal agreement between Strategies Online Ltd (subsequently known as “Strategies”) terms and the Customer for the Strategies’ bespoke software and documentation, (herein referred collectively as the ‘SOFTWARE PRODUCT’) .
By accessing or otherwise using the Software Product, you agree to be bound by the terms of this licence agreement. If you do not agree to the terms of this licence agreement, do not install, copy, download, access or otherwise use the Software Product.
Software Product Licence
Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the SOFTWARE PRODUCT. Copyright in the SOFTWARE PRODUCT is owned by Strategies Online Ltd terms.
In this agreement unless the context otherwise requires:
- ‘ACCEPTANCE DATE’ means the date Customer is deemed to have accepted the Software Product in accordance with clause 4.3 below
- ‘ADDITIONAL SERVICES’ means the provision of any services in additional to Technical Support as agreed between the Supplier and Customer for which the Supplier will make additional charges
- ‘CHARGES’ means the annual fee for the Technical Support as agreed between Supplier and Customer.
- ‘COUNTRY LAW’ means the data within the System that pertains to intellectual Property law within each country
- ‘CREDITS’ means the agreed number of Technical Support calls that can be made annually by the Customer within the agreed Charges
- ‘CUSTOMER’ means the person, firm or organisation (including holding company or subsidiary) whom this agreement is with
- ‘LICENCE FEE’ means the fee for the licence as agreed between Supplier and Customer
- ‘NEW RELEASE’ means any improved, modified or corrected version of any of the Software Product from time to time issued by the Supplier as part of Technical Support
- ‘SOFTWARE PRODUCT’ means the System and the User Documentation
- ‘SUPPLIER’ means The Strategies Online Ltd terms 2 Albany Court Albany Park, Camberley GU16 7PL
- ‘SYSTEM’ means the software programs in object code form identified by title and version number
- ‘SYSTEM DOCUMENTATION’ means the technical specifications from time to time published by the Supplier in respect of the System
- ‘TECHNICAL SUPPORT’ means the provision of technical support for the Software Product as agreed between Supplier and Customer
- ‘UNIT’ means the number of users that may use the software product and have accounts on the system.
- ‘USE’ means the installation, copying, accessing, display, interaction with or transmission of the Software Product for the processing of the instructions contained in the System (or as the case may be the User Documentation)
- ‘USER DOCUMENTATION’ means the instruction manuals, user guides and other information made available by the Supplier in paper and/or machine readable form to the Customer
2. The Services
- Throughout the period whilst this Agreement is in force, and subject to the due and punctual payment of the licence fee by the Customer (save where there is a bona fide dispute), Strategies shall provide the Services to the Customer. The Customer acknowledges that the Services are not being provided to it on an exclusive basis and that Strategies may provide the Services to other customers. Strategies may not, however, provide any items, which the Customer has uploaded onto the System and in which the intellectual property rights vests with the Customer, without the Customer’s express permission to do so. Strategies acknowledges that the Services are not being purchased from it on an exclusive basis and that the Customer may purchase similar Services from other suppliers.
- The Services will be provided with reasonable care and skill and at all times in accordance with Good Industry Practice and all laws applicable to the provision of the Services in the United Kingdom. Save as provided in this Agreement, all other warranties, express or implied, are excluded to the fullest extent permitted by law.
- Strategies does not and cannot control the flow of data to or from its networks or the storage of data held outside its networks. Such flow and/or storage depend in large part on the performance of Internet services and/or telecommunications networks provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Strategies’s connections to the Internet (or portions thereof) or such other platforms upon which access to the Services may be provided. Although Strategies will use reasonable efforts to take all actions reasonably necessary to remedy and avoid such events, Strategies cannot guarantee that such events will not occur. Accordingly, save as provided in this agreement, Strategies gives no warranty in relation to such events.
3. Changes to the services
- Strategies shall be entitled from time to time to alter any element of the Services (whether their scope, nature, the means by which they are delivered or otherwise) or discontinue any of the Services upon giving not less than 60 days’ notice in writing to the Customer provided always that:
- This shall not result in a material reduction in the services that are available to the Customer; and
- There is an appropriate downward adjustment to the Price with effect from the date of the introduction of any such change.
4. Grant of licence and provision of Technical Support
- The Supplier in consideration of the payment by Customer of the Licence Fee and Charges in accordance with clause 5 below hereby:
- grants to Customer a non-exclusive, non-transferable, non-sub licensable, licence to Use the System for specified number of users (and where appropriate the User Documentation) and to possess and refer to the User Documentation; and
- undertakes to provide the Technical Support upon the terms and conditions of this agreement
- the supplier reserves all rights not expressly granted
- The Licence Fee shall be a yearly payment as agreed between Supplier and Customer.
- The Charges shall be applied annually in advance for the provision of Technical Support and include the cost of: (1) the provision of Technical Support, (2) and the delivery of any New Release, but not new modules or add ons and excludes anything else not specifically included. Charges specifically exclude the costs of: (1) implementation, (2) data conversion, (3) training
- The fees (together with value added tax thereon) shall be levied by the Supplier on the Acceptance Date. If the Customer fails to pay the fee invoice then the Supplier without prejudice to any other rights or remedies it may have hereunder or at law terminate this agreement upon thirty (30) days’ written notice to the Customer.
6. Technical Support
- With effect from the Acceptance Date and for the duration of this agreement the Supplier shall upon request by the Customer provide in respect of the Software Product, Technical Support within such Response Time as agreed between Supplier and Customer.
- Technical Support shall be provided within the Charges up to the maximum number of users as agreed between Supplier and Customer.
- Technical Support shall not include the diagnosis and rectification of any fault resulting from:
- the improper use operation of the Software Product;
- the modification of the System or their merger (in whole or in part) with any other software;
- repair adjustment alteration or modification of the System by any person other than the Supplier without the Supplier’s prior consent;
- the Customer’s infrastructure including client, servers, network or printer configurations
- Use of a version of the Software Product which is no longer supported by the Supplier
- failure by the Customer to implement recommendations in respect of solutions and faults previously advised by the Supplier
7. Modification and Merger
The System may not be reversed engineered, decompiled or disassembled. The System is licensed as a single product, its component parts may not be separated for Use.
- The Supplier warrants that:
- its title to and property in the Software Product is free and unencumbered and that it has the right power and authority to license the same upon the terms and conditions of this agreement;
- it will perform the Technical Support and Additional Services with reasonable care and skill.
This license is for the number of users outlined in the proposal or the number of users created on the system.
10. Intellectual property rights indemnity
The Supplier will indemnify and hold harmless Customer against any damages that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation possession or use of the Software Product by Customer infringes the patent, copyright, registered design or trade mark rights of the third party (an ‘Intellectual Property Infringement’) provided that Customer:
- gives notice to the Supplier of any Intellectual Property Infringement forthwith upon becoming aware of the same;
- gives the Supplier the sole conduct of the defence to any claim or action in respect of an Intellectual Property Infringement and does not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon the express instructions of the Supplier; and
- acts in accordance with the reasonable instructions of the Supplier and gives to the Supplier such assistance as it shall reasonably require in respect of the conduct of the said defence including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents.
- The Supplier shall have no liability to Customer in respect of an Intellectual Property Infringement if the same results from any breach of Customer’s obligations under this agreement.
- In the event of an Intellectual Property Infringement the Supplier shall be entitled at its own expense and option either to:
- procure the right for Customer to continue using the Software Product; or
- make such alterations modifications or adjustments to the Software Product that they become non-infringing without incurring a material diminution in performance or function; or
- replace the Software Product with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function.
If the Supplier in its reasonable judgement is not able to exercise any of the options set out at clauses 10.d.i, 10.d.ii or 10.d.iii above within fourteen (14) days of the date it received notice of the Intellectual Property Infringement then Customer without prejudice to any other rights or remedies it may have hereunder or at law shall be entitled to terminate this agreement by thirty (30) days’ written notice upon the Supplier. Upon any such termination the provisions of clause 12.c below (but not 12.d) shall apply.
11. Duration of agreement
This agreement shall continue until terminated in accordance with the provisions of clause 12 below.
- This agreement may be terminated:
- by Customer upon giving not less than ninety (90) days’ notice to the Supplier before the end of the year for which the product is licenced;
- forthwith by either party if the other commits any material breach of any term of this agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within ninety (90) days of a written request to remedy the same;
- forthwith by either party if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee, receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction).
- Any termination of this agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or 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.
- Subject to clause 14 below within ninety (90) days of the termination of this agreement (howsoever and by whomsoever occasioned) Customer shall not log on to any servers provided by the supplier and a duly authorised officer of Customer shall certify in writing to the Supplier that Customer has complied with such obligation.
- Notwithstanding the provisions of clause 12.c above the customer will be able to request an archive of the data, or at a cost have access to the data online for archive use only. If Customer uses any of the System other than for archival purposes it shall forthwith become liable to pay to the Supplier its then current charges for the use of the System or any equivalent software then licensed in substitution for the System.
- Customer is not entitled to any refunds of Licence Fee or Charges as a result of any termination of this agreement
13. Force Majeure
- Strategies shall not be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, strikes (of its own or other employees), casualties, accidents, power failure, breakdown in equipment, failure of suppliers, telecommunications failures or internet downtime or available bandwidth shortage (an “Event of Force Majeure”).
- Strategies will give notice forthwith to the Customer upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
- If a default due to an Event of Force Majeure shall continue for more than 4 weeks, then the Customer will be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.
- Customer will not, unless they have the prior written consent of Supplier have the right to select and employ third parties to operate and use the Software on Customer’s behalf in providing outsourcing services or any other similar type of facilities management service to Customer. Consent will not be reasonably withheld or delayed by Supplier.
- It is expressly forbidden to show the software to any outside suppliers.
- No delay or omission on the part of any party to this agreement in exercising any right, power or remedy provided by law or under this agreement shall:-
- impair such right, power or remedy; or
- operate as a waiver thereof.
- The single or partial exercise of any right, power or remedy provided by law or under this agreement shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
- The rights, powers and remedies provided in this agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.
All notices shall be in writing and sent to the other party by prepaid first class mail at the address specified in this agreement or its last known address. Any notice so posted shall be deemed in absence of evidence of earlier receipt to have been served five days after such posting and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and posted as a pre-paid letter. Any change of address by either party during the term of this agreement shall be notified promptly to the other party.
17. Invalidity and severability
Should any provision of this agreement, be held to be illegal, invalid or unenforceable in any respect by any judicial or other competent authority under the law of any jurisdiction:
- such provision shall, so far as it is illegal, invalid or unenforceable in any jurisdiction, be given no effect by the parties and shall be deemed not to be included in this agreement in that jurisdiction;
- the other provisions of this agreement shall be binding on the parties in that jurisdiction as if such provision were not included herein;
- the legality, validity and enforceability of the provision in any other jurisdiction shall not be affected or impaired; and
- the parties agree to negotiate in good faith to amend such provision to the extent possible for incorporation herein in such reasonable manner as most closely achieves the intention of the parties and without rendering such provision invalid or unenforceable.
18. Entire agreement
- The Supplier shall not be liable to Customer for any loss whatsoever arising from or in connection with any representations, agreements, statements or undertakings made prior to the date of execution of this agreement other than those representations, agreements, statements or undertakings confirmed by a duly authorised representative of the Supplier in writing or expressly incorporated or referred to in this agreement.
- Customer accepts that the Software Product was not designed and produced to its individual requirements and that it was responsible for selection.
For the exclusive benefit of the other party hereto, each party to this agreement irrevocably agrees that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this agreement and that accordingly any proceedings may be brought in such courts.
Limit of Liability
Supplier’s liability in any event whatsoever arising out of the Use of the Software Product or the provision of or failure to provide Technical Support or Additional Services shall be limited to the amount paid by the Customer for the Software Product and/or Service or GB £500.00 whichever is the greater.
1. Definitions and interpretation
1.1 In this Schedule:
“Domain Name Charges” means the charges referred to in Paragraph 3.1; and “Domain Name Services” means the Services detailed in Paragraph 2.
1.2 References in this Schedule to Paragraphs are to the paragraphs of this Schedule, unless otherwise stated.
2. Domain Name Services
2.1 Subject to the payment of the applicable Domain Name Charges in advance, Strategies will attempt to register domain names that the Customer orders using the interface on the the Strategies website, by email or by telephone request. Strategies does not warrant that it will always be able to do so.
2.2 Strategies may reject in its sole discretion any request to register a particular domain name.
2.3 The Customer warrants that the information submitted for the purposes of a domain name registration is current, accurate and complete, that it has the legal right to apply for and use the domain name, and that its use of the domain name will not infringe any person’s Intellectual Property Rights or other legal rights.
2.4 The Customer undertakes to keep the information required for the purposes of a domain name registration up-to-date (which changes may be subject to additional Charges).
2.5 The Customer acknowledges that certain information submitted for the purposes of a domain name registration will be published on the internet via “WHOIS” services.
2.6 The Customer acknowledges that domain names will be subject to the rules and policies from time to time of the relevant registry or registration authority, and the Customer agrees to abide by all such rules and policies.
2.7 Strategies will not offer any advice in relation to any actual or potential domain name dispute, and will have no liability in respect of the suspension or loss of a domain name by the Customer as a result of any domain name arbitration procedure or court proceedings.
2.8 Strategies will have no responsibility for the Customer’s use or retention of a domain name once registered, and it will be the Customer’s responsibility to ensure that domain names are renewed and that applicable renewal charges are paid.
2.9 The Customer agrees to the terms of the applicable domain name registration agreement which are amended from time to time:
3. Domain Name Charges
3.1 The Domain Name Charges consist of the charges specified in the applicable Statement of Work or communication you have previously had with your Strategies project manager.
3.2 Domain Name Charges are non-refundable.
3.3 Strategies will issue invoices for the Domain Name Charges to the Customer monthly in advance during the Term OR from time to time in advance during the Term.
3.4 The applicable Domain Name Charges must be paid before the Strategies will attempt to register a domain name.
4. Term of Registration & Renewal
4.1 Unless ended earlier or we are given different instructions, we will enter your domain name on the register for two years. If a longer term of registration is required Strategies should be informed at the point of ordr or renewal.
4.2 We will invoice you upto three months in advance of your domain renewal and ask you to confirm if you wish to have your domain name renewed. The applicable Domain Name Charges must be paid before the Strategies will attempt to renew a domain name so any instruction to pay on the invoice will need to be actioned by you in due course.
4.3 Strategies will have no liability in respect a customer’s failure to action any domain name renewal payment request. Any request for payment needs to be acknowledged and dealt with within two weeks to enable Strategies time to renew the domain name before it’s relevant expiry date.