Seaward Electronic Limited
IMPORTANT NOTICE - PLEASE READ THESE TERMS CAREFULLY BEFORE INSTALLING THE SOFTWARE.
This licence agreement (Licence) is a legal agreement between you (you or your) and Seaward Electronic Limited of 18 Bracken Hill, South West Industrial Estate, Peterlee, County Durham, SR8 2SW with company number 01674384 (us, we or our) for:
- PATGuard 3 computer software (Software); and
- related materials and documentation (Documentation).
We licence use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times. This Licence applies to any trial use of the Software and Documentation, and any subsequent purchase of the Software and Documentation.
Important notice to all users
1. By trialling, downloading, installing, ordering and using the Software through our website at www.seaward.co.uk (Website) you agree to the terms of this Licence which will bind you (and your employees where relevant). The terms of this Licence include, in particular, limitations on liability in condition 7.
2. If you do not agree to the terms of this Licence, we will not license the Software and Documentation to you and you will not be able to continue with the download and installation process.
3. Please note that the Seaward Returns Policy does not apply to the purchase of Software and Documentation. You have the right to cancel your transaction without charge and without reason before confirming your purchase of the Software or Documentation. However, you will lose your right to cancel your transaction once you accept this Licence as part of the purchase process. This will not affect any consumer rights in respect of defective downloaded Software or Documentation purchased through our Website.
You should print a copy of these Licence arrangements for future reference.
1. Supply of the Software
1.1 For the steps you need to take to arrange a trial and to place an order for the Software and Documentation through our Website, please visit www.seaward.co.uk/patguard3.
1.2 Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
1.3 After you place an order, you will receive an email from us acknowledging that we have received and accepted your order.
1.4 Our email will also confirm the details of the Software and contain a link from which the Software and Documentation can be downloaded or provide an authorisation code following your trial of the Software (Order Confirmation). The Contract between us will only be formed when we send you the Order Confirmation.
2. Grant and Scope of Licence
2.1 In consideration of the payment of the licence fee for the Software and Documentation (Fee), we hereby grant to you a non-exclusive, non-transferable licence to download and use the Software and the Documentation on the terms of this Licence only for the duration set out in the Order Confirmation.
2.2 You may:
2.2.1 install and use the Software for your personal purposes (if you are a consumer) or your internal business purposes (if you are a business) only on one computer;
2.2.2 provided it is used on only one computer at any one time, transfer the Software from one computer to another by following the procedure on our Website;
2.2.3 provided you comply with the provisions in condition 3.1, make one (1) copy of the Software for back-up purposes;
2.2.4 receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by us from time to time;
2.2.5 use any Documentation in support of the use permitted under condition 2.2 and make one (1) copy of the Documentation as reasonably necessary for its lawful use.
2.3 The Software requires the following minimum system requirements for its operation:
2.3.1 1 gigahertz (GHz) or faster 32-bit (x86) or 64-bit (x64) processor;
2.3.2 1 gigabyte (GB) RAM (32-bit) or 2 GB RAM (64-bit);
2.3.3 16 GB available hard disk space (32-bit) or 20 GB (64-bit);
2.3.4 DirectX 9 graphics device with WDDM 1.0 or higher driver;
2.3.5 .Net 4.0.
2.4 You acknowledge and agree that where your systems utilise Microsoft software, the Software can only be supported by us where such Microsoft software and systems continue to be supported by Microsoft.
3.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
3.1.1 not to copy the Software or Documentation except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;
3.1.2 not to sell, rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
3.1.3 not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
3.1.4 not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
184.108.40.206 is used only for the purpose of achieving inter-operability of the Software with another software program;
220.127.116.11 is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
18.104.22.168 is not used to create any software which is substantially similar to the Software;
3.1.5 to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
3.1.6 to supervise and control use of the Software and ensure that the Software is used by your employees and representatives (where appropriate) in accordance with the terms of this Licence;
3.1.7 to include our copyright notice on all entire and partial copies of the Software in any form; and
3.1.8 not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person other than your employees without prior written consent from us.
4. How to Pay
4.1 The Fee for the Software and Documentation shall be as set out on our Website from time to time.
4.2 You shall pay to us the Fee as set out in the Order Confirmation, in advance, by PayPal or by debit and credit card. We accept the following cards: Visa, Visa Credit, Visa Debit, Purchasing Card and MasterCard.
4.3 All sums payable under this Licence are exclusive of VAT or any other relevant local sales taxes, for which you shall be responsible.
4.4 If you fail to pay any amount payable to us under this Licence, we may charge you interest on the overdue amount (payable immediately on demand) from the due date for payment up to the date of actual payment at the rate of 4% per annum above the base rate for the time being of the Bank of England. Such interest shall accrue on a daily basis and shall be compounded quarterly. As an alternative, and at our sole discretion, we may also claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
5. Intellectual Property Rights
5.1 You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to us (or our licensors), 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.
5.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
6. Limited Warranty
6.1 We warrant that:
6.1.1 the Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documentation; and
6.1.2 that the Documentation correctly describes the operation of the Software in all material respects
for a period of 90 days from the date of purchase of the Software and confirmation of acceptance of this Licence (Warranty Period).
6.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documentation, we will, at our sole option, either repair or replace the Software.
6.3 The warranty does not apply:
6.3.1 if the defect or fault in the Software results from you having amended the Software;
6.3.2 if the defect or fault in the Software results from you having used the Software in contravention of the terms of this Licence;
6.3.3 if the defect or fault in the Software results from damage to the Software or your computer caused after you have downloaded the Software;
6.3.4 if the defect or fault in the Software results from installation on a system that is no longer supported by Microsoft; or
6.3.5 during any trial of the Software prior to purchase.
6.4 The Software may be used in conjunction with hardware supplied by third parties. Please refer to the manufacturer's guarantee (where relevant) for details.
6.5 If you are a consumer, this warranty is in addition to your legal rights in relation to Software that is faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
7. Limitation of Liability
7.1 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.
7.2 If you are a business customer, we only supply the Software and Documentation for internal use by your business, and you agree not to use the Software or Documentation for any re-sale purposes.
7.3 We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
7.3.1 loss of profits, sales, business, or revenue;
7.3.2 business interruption;
7.3.3 loss of anticipated savings;
7.3.4 loss or corruption of data or information;
7.3.5 loss of business opportunity, goodwill or reputation; or
7.3.6 any indirect or consequential loss or damage.
7.4 Other than the losses set out in condition 7.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the Licence Fee. This maximum cap does not apply to condition 7.5.
7.5 Nothing in this Licence shall limit or exclude our liability for:
7.5.1 death or personal injury resulting from our negligence;
7.5.2 fraud or fraudulent misrepresentation;
7.5.3 any other liability that cannot be excluded or limited by English law.
7.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documentation. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. 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 whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
7.7 If you are a consumer, we are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this Licence or our negligence up to the amount specified in condition 7.4, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the Licence.
8. Duration and Termination
8.1 Unless terminated earlier in accordance with this condition 9, the Licence shall continue for the duration set out in the Order Confirmation, when it shall automatically terminate.
8.2 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
8.3 We may terminate this Licence where the Software has been installed on a system operating Microsoft software, and that Microsoft software is no longer supported by Microsoft.
8.4 Upon termination for any reason:
8.4.1 all rights granted to you under this Licence shall cease;
8.4.2 you must immediately cease all activities authorised by this Licence;
8.4.3 you must immediately pay to us any sums due to us under this Licence; and
8.4.4 you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
9. Communications Between Us
9.1 If you are a consumer, if you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to Seaward Electronic Limited at firstname.lastname@example.org. We will confirm receipt of this by contacting you in writing, normally by e-mail.
9.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the Software.
9.3 If you are a business customer, please note that any notice given by you to us, or by us to you, 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. Events Outside Our Control
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 an Event Outside Our Control. An Event Outside Our Control is defined below in clause 10.2.
10.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
10.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
10.3.1 our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
10.3.2 we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
11. Other Important Terms
11.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
11.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
11.3 If you are a business customer, this Licence and any document expressly referred to in it constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Licence or any document expressly referred to in it.
11.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
11.5 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
11.6 If you are a consumer, please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
11.7 If you are a business customer, this Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.