Software Licence Agreement

Software Licence Agreement

Our software is furnished under a license agreement. The software may be used or copied only in accordance with the terms of this agreement.

IMPORTANT - READ CAREFULLY: This Licence Agreement (”Agreement”) is a legal agreement between you (“you”), and Prism Training and Consultancy Limited (“we” or “us”) of St John's Innovation Centre, Cowley Road, Cambridge, CB4 0WS, United Kingdom Tel: +44(0)1223 421899. The software (‘Software’) includes the computer software and documentation (“Documentation”). By installing, copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you may not use or copy the Software and you should promptly delete or destroy the Software and contact us for a refund of any licence fees paid.

1. Intellectual Property.

You acknowledge that all intellectual property rights in the Software are vested exclusively in us or our licensors. You acknowledge that the Software contains our confidential and proprietary know-how.  You will not disclose, permit access to or otherwise make available any of the Software directly or indirectly to any third party. You shall not attempt to create or recreate any source program of the Software nor shall you attempt or permit the reverse compilation or assembly of any part of the Software, save as permitted by law. We may terminate your licence if you breach or we have reasonable cause to believe you are in breach of this Condition.

2. Full Licence.

In consideration of payment of licence fees (where applicable), we grant you a non-exclusive, non-assignable and non-transferable licence (“Licence”) to install and use a single copy of the Software on a single computer for your own purposes subject to the limitations that are specified in this Agreement. If you have entered into a multiple licence agreement with us and you have paid the additional licence fees, you may install and use additional copies of the Software up to the number of licences that you have purchased. The Software may not be installed, accessed, displayed, run, shared, or used concurrently on or from different computers, including a workstation, terminal or other digital electronic device.

3. Evaluation Licence.

Where applicable, you may use the Software for a period of 30 days from the date you first install it. Once this 30 day period has expired, you may either purchase a full licence or you shall delete all copies of the Software in your possession. Save as may be prohibited by applicable law, evaluation copies are licensed to you on an “as is” basis for evaluation purposes only without warranty of any kind.

4. Back-up Copy.

You may make copies of the Software solely for backup or archival purposes. Every copy of the Software shall contain the copyright and proprietary notices contained in the original copy delivered.

5. Title and Risk.

Title in any media on which the Software resides, shall pass to you on payment of the licence fee. Risk in the Software and the media shall pass to you on delivery.

6. Warranty.

For a period of thirty (30) days from delivery, we warrant that the Software conforms substantially to the Documentation. In the event that the Software does not conform substantially to the Documentation, your sole remedy under this warranty shall be at our sole discretion (a) the provision of a correction or workaround for major defects within a reasonable time or (b) should such correction or workaround prove neither satisfactory nor practical, termination of this Agreement and a refund of the licence fee paid. We do not warrant that the Software is error free or will operate without interruption. In the event that you receive a claim that your use of the Software infringes the intellectual property rights of a third party, then provided you are using the latest version of the Software, we shall at our sole discretion modify or replace the Software or refund the licence fees paid less depreciation on a two year straight line basis. Save as prohibited by applicable law, we exclude all other warranties, express or implied, statutory or otherwise, from this Agreement. Before using the Software, you shall carry out sufficient testing of the Software to satisfy yourself that the Software meets the standards you require to process actual business or live data. 

7. Liability.

Save as prohibited by applicable law, our liability to you under this Agreement shall not exceed the licence fee paid for the Software and we shall not be liable for any indirect, incidental, consequential, special or exemplary damages, or loss of profit or loss of anticipated saving, or lost, incorrect or spoiled data, or loss of use of the Software, or loss of business, or loss of goodwill.

8. Term and Termination.

The Licence granted under this Agreement shall continue indefinitely unless terminated as provided for under this Agreement. Either party may terminate this Agreement forthwith by notice in writing (a) if the other party breaches any material provision of this Agreement or (b) if an administrator, receiver or liquidator is appointed in connection with the other party, or it is otherwise insolvent. Upon termination, you shall promptly provide written certification of the deletion or destruction of all copies of the Software.

9. Complete Agreement.

This Agreement is the entire agreement and understanding between the parties in respect of the licence granted in this Agreement, and supersedes all prior and related proposals, statements and arrangements and any other written or other communication between the parties.

10. Law and Jurisdiction.

This Agreement shall be governed by and construed in accordance with the Laws of England and the parties agree to submit to the exclusive jurisdiction of the English Courts.