IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE ORDERING ANY CATSS SOFTWARE.
This licence agreement (Licence) is a legal agreement between you (Licencee or you) and Thames Valley Operators Community Interest Company of Unit 8, 171 Evendons Lane, Wokingham, RG41 4EH (licensor or we) for the Computer Aided Transport Scheduling System or CATSS (Software), which includes computer software, the data supplied with it, the associated updates, corrections, new versions and media, printed materials (if any) and online or electronic documentation (Documentation).
Payment for licences is required prior to the installation. Payment is required within 14 days of the invoice issue date for installations and other works, be they carried out on site or otherwise. Failure to comply will result in services being suspended. In the event of you cancelling an agreed date all work ordered for that date (be it verbally or in writing) will be subject to a charge. The charge will be for pre-booked travel and/or accomodation, reallocating employees and any costs appertaining to third party charges. If the cancellation is within 14 days of the proposed installation or other works it will be subject to the forgoing plus 10% of the order value.
1.1 In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a yearly (period) non-exclusive, non-transferable licence to use the Software and the Documentation in the UK on the terms of this Licence renewable on payment of the relevant licence fee. For the avoidance of doubt, in the event that the Licensee stops using for whatever reason the Software or terminates the Licence during a period, the Licensee shall not be entitled to receive any refunds in relation to the unused period.
1.2 Forty five days prior to the renewal date of the Licence you will be notified by an automatic message of the forthcoming remewal date and payment of the renewal fee. An automatic reminder will appear each time the Licensee logs on until full payment is received. The Licensor requires that the renewal fees are received in cleared funds 7 days prior to the expiration day of the current licence period. Upon receipt of such renewal fees by us, your Licence shall be renewed and you shall be able to continue using the Software and Documentation.
1.3 In the event the renewal fees are not paid or received by us then the Licence will expire and you shall not be able to use neither the Software nor the Documentation. No support shall be provided until and unless payment of all outstanding monies are duly received by us.
1.4 You may:
2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
2.2 You must permit the Licensor and his representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises at which the Software or the Documentation is being kept or used, to the computer equipment located there, and to any records kept pursuant to this Licence, for the purpose of ensuring that you are complying with the terms of this Licence.
2.3 You further agree to keep confidential and not to disclose to any third parties any confidential information regarding the Licensor, its members, the Software, the Documentation or any other business sensitive information communicated by us or a third party on our behalf to you as a result of this Licence or any preceding discussions.
2.4 You further agree that it is the Licensee’s responsibility to ensure that all the data used, transmitted or otherwise processed through the Software are adequately backed up and the Licensor hereby disclaims all such responsibilities in the event of loss, damage or unavailability of such data.
3.1 You acknowledge and agree that all intellectual property rights in the Software and the Documentation anywhere in the world belong to the Licensor, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of 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.
3.3 The integrity of this Software may be protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software of the Licensor are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor apply or manufacture for sale or hire, import, distribute, sell or let for hire, offer or expose for sale or hire, advertise for sale or hire or have in your possession for private or commercial purposes any means the sole intended purpose of which is to facilitate the unauthorised removal or circumvention of such TPM.
4.1 The Licensor warrants that:
4.2 You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
4.3 You acknowledge that the Software may not be free of bugs or errors, and agree that the existence of minor errors shall not constitute a breach of this Licence.
4.4 If, within the Warranty Period, you notify the Licensor in writing of any defect or fault in the Software in consequence of which it fails to perform substantially in accordance with the Documentation, and such defect or fault does not result from you having amended the Software or used it in contravention of the terms of this Licence, the Licensor will, at its sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to help the Licensor to remedy the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault.
5.1 For an initial one-off agreed service fee (excluding expenses and VAT), our technicians shall attend the specified site and provide installation, data transfer (from a compatible source) and training. If further on site attendances are required, these are subject to further fees to be specified at the time of the order. Further services may be offered at our current charge out rates.
5.2 Following installation and training as provided in clause 5.1 above, you will receive:
5.3 From time to time, the Licensor may make available a new version of the Software. In this case, the Licensor shall notify the Licensee and the Licensee shall replace the Software in accordance with the provisions of clause 2.1(8). The Licensor shall have no obligation to support and maintain the Software unless and until the Licensee has installed the new version of the Software. For the avoidance of doubt, the new version shall be made available by the Licensor to the Licensee free of charge, however, the Licensee shall be solely responsible to carry out any necessary upgrades of its systems and other equipment that are necessary to ensure the correct function of the new version and for any and all such associated costs and expenses.
6.1 Nothing in this Licence shall exclude or in any way limit either party’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent that it may not be excluded or limited as a matter of law.
6.2 Subject to clause 6.1 the Licensor shall not be liable under, or in connection with, this Licence or any collateral contract for loss of income; loss of business profits or contracts; business interruption; loss of the use of money or anticipated savings; loss of information; loss of opportunity, goodwill or reputation; loss of, damage to or corruption of data; or any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise provided that this clause 6.2 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of clause 4.
6.3 Subject to clause 6.1 and clause 6.2, the Licensor's maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to the value of the relevant Licence Fee.
6.4 Subject to clauses 6.1, 6.2 and 6.3, the Licensor's liability for infringement of third-party intellectual property rights shall be limited to breaches of rights subsisting in the UK.
6.5 This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software and Documentation and provisions of the services. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
7.1 The Licensor may terminate this Licence immediately by written notice to you if:
7.2 Upon termination for any reason:
8.1 This Licence is binding on you and us, and on our respective successors and assigns.
8.2 You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.
8.3 We may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of our rights or obligations arising under it, at any time during the term of the Licence.
All notices given by you to us must be given to Thames Valley Operators Community Interest Company at Unit 8, 171 Evendons Lane, Wokingham, RG41 4EH. We may give notice to you at either the e-mail or postal address you provided to us when purchasing the Software. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by events outside our reasonable control (Force Majeure Event).
10.2 Our performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Licence may be performed despite the Force Majeure Event.
If we fail, at any time during the term of this Licence, to insist upon strict performance of any of your obligations under this Licence, or if we fail to exercise any of the rights or remedies to which we are entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
13.1 This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
13.2 We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into this Licence except as expressly stated in this Licence.
13.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Licence (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.
This Licence is governed by English law. Any dispute arising from, or related to, any term of this Licence shall be subject to the exclusive jurisdiction of the English courts.