Goods and Services LICENCE TERMS AND CONDITIONS
i. For the purpose of this agreement the customer shall be the person,
firm or company to whom the goods are supplied and the supplier shall
mean Pricelynx Ltd. The licenced user of the goods shall be the
customer unless otherwise agreed by the supplier.
ii. The goods shall mean any data, software, source code,
stored procedures, licenced executable program, services, literature
or intellectual property of whatever nature associated with the goods.
iii. Acceptance of this contract is acceptance of all terms and conditions
within this contract to the exclusion of all others. The supplier
does not accept orders subject to any other terms or conditions, any
such terms or conditions are expressly excluded from the contract.
The Customer/Licencee agrees to use the goods subject to and upon the
following terms and conditions. No other Terms and Conditions shall
apply unless agreed in writing by the supplier. This Agreement is
governed by the laws of England and all terms and conditions shall be
enforceable to the maximum extent allowable under the law.
iv. Any disputes that may arise out of this contract will be dealt with
under English law in the county of Worcestershire.
v. If your country of origin limits or prevents any conditions herein
then you should not purchase or use the goods. No licence is granted
where any condition is limited or excluded.
vi. We do not trade with consumers. This is a business to business
contract and as such excludes standard "consumer" rights.
2. Licence Grant.
All goods and literature supplied is copyright protected and a
licence to use the goods is granted, within the terms and conditions herein,
on a non-exclusive basis. The licence is a single user licence unless
otherwise specified. A single user licence means the goods should be
treated "just like a book", it may be freely moved from one
computer to another within the company so long as there is no
possibility of it being used on more than one computer,
or by more than one user, at the same time.
A multi-user licence means the goods can be used on a number
of terminals concurrently. You may use the
goods on more than one Client Device within a multi-user or
networked environment only if you have purchased a mutli-user
licence. A separate licence is required for each user that may
connect to the Server and use the goods concurrently. If the
number of users that can connect to the goods can exceed the
number of licences you have obtained, then you must have a reasonable
mechanism in place to ensure that your use of the goods does not
exceed the user limit specified for the licences you have obtained.
A separate site licence is required for each site that uses the goods.
The licence is not transferable.
i. The goods are protected by UK copyright laws and international
treaty provisions. The supplier owns and retains all rights, title
and interest in and to the goods, including all copyrights,
patents, trade secret rights, trademarks and other intellectual
property rights therein. Nothing shall transfer to you any title to
the intellectual property in the goods, and you will not acquire
any rights to the goods except as expressly set forth in this
ii. You may not sell, lease, licence, rent, loan or otherwise transfer
the goods. You may not reverse engineer, decompile, or disassemble
the goods. You may not modify, or create derivative works based
upon, the goods. You may not remove any proprietary notices or
labels on the goods. All rights not expressly set forth hereunder
are reserved by the supplier.
iii. The property in the goods shall remain with the supplier.
The supplier is committed to continuous improvement and reserves the
right to modify its products without notice.
The licencee shall not provide or otherwise make available any licenced program,
literature or intellectual property of whatever nature associated
with the licenced program to any person without the prior consent of
the supplier except to employees for the proper performance of their
duties. The licencee agrees to take appropriate action by instruction
or agreement with it employees or other persons permitted access to
the licenced program to satisfy its obligations under this agreement
with respect to use, copying, protection and security of any licenced
6. Warranty and Disclaimer.
i. The goods are supplied 'AS IS'.
ii. The supplier does not supply the goods subject to any warranty,
condition or stipulation, either express or implied, and any such
warranty or condition either express or implied by common law or by
statute is hereby expressly excluded.
iii. The Supplier disclaims all warranties, conditions or terms either
express or implied, including but not limited to implied warranties,
conditions or terms of merchantability and fitness for a particular
purpose with respect to the goods and the accompanying
iv. The supplier does not warrant the accuracy of any data supplied.
v. The customer confirms they have not and do not rely upon the suppliers, or any
representatives of the supplier, skill and judgement in making their
decision to use the goods and acknowledge that they have selected the
goods and its general description. The customer
assumes responsibility for selecting the goods to achieve their
intended results, and for the installation of, use of, and results
obtained from the goods.
vi. Without limiting the foregoing provisions, the Supplier makes no
warranty, condition or term that the goods will be error-free or
free from interruptions or other failures or that the goods will
meet your requirements.
vii. Nothing herein shall give the customer the right to return the
goods to the supplier.
viii. Once a licence is purchased, this will be non refundable.
ix. The customer requests and Pricelynx accepts that the supply of the
digital content begins during any cancellation period and acknowledges that
the right to cancel is lost.
7. Limitation of Liability.
i. Under no circumstances and under no legal theory, whether in tort,
contract, or otherwise, shall the Supplier be liable to the customer
or to any other person (whether such losses or damage were
foreseeable, known or otherwise) for any indirect, special,
incidental, or consequential damages of any character or any claims,
loss or damages for loss of goodwill, loss of profit (actual or
anticipated), revenue, use of money, opportunity, loss or corruption
of data, work stoppage, computer failure or malfunction, or for any
and all other damages or losses, howsoever caused, whether
directly or indirectly as a result of the use of the goods or arising
from any shortcomings or defects in the goods supplied
ii. The Suppliers maximum aggregate liability under this Agreement shall,
in no event exceed the price the supplier charges for a licence to
use the goods, even if the Supplier shall have been advised of the
possibility of such damages.
8. Time and Guarantee
If a licence is purchased by the customer the
goods shall be deemed to have been accepted by the purchaser as being
in good order and in conformity with the their requirement and no
claims or refunds will be accepted thereafter.
9. Force Majeuree
The supplier shall not be liable to the purchaser for any failure in
respect of the agreement and to the extent that fulfilment has been
prevented, hindered or delayed by any circumstances beyond their control.
i. Customers purchasing from within the EU. VAT is chargeable
at the relevant rate in force at the time of purchase.
ii. EU Vat registered customers outside of the UK agree to provide a valid VAT number.
In the event that no valid number is provided the customer agrees to either provide one within 7 days
or accept an additional charge to cover the VAT amount which would otherwise be due.
iii. Customers purchasing from outside the EU. No VAT is due.
iv. Customers purchasing from outside the EU agree to be solely liable
for any local or state tax which may be due within their own state or country and
to make any tax payment which may be due direct to the relevant collector of taxes
for the state or country in which they reside.
The customer must pay interest on all overdue amounts at the rate of 10 percent
per month before and after any court judgement has been entered.