End User License Agreement

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE ORDERING OR DOWNLOADING ANY SOFTWARE FROM THIS WEBSITE:

This licence agreement ("Licence") is a legal agreement between you ("Licensee" or "you") and CodePro Limited of 128 High Street, Crediton, Devon, EX17 3LQ ("Licensor" or "we") for this Codepro software product ("Software"), which includes computer software, any data supplied with it, any associated media, printed materials and any online or electronic documentation ("Documentation").

1. GRANT AND SCOPE OF LICENCE

  • 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 non-exclusive, non-transferable licence to download and use the Software and the Documentation on the terms of this Licence.
  • 1.2. You may:
    • 1.2.1. download, install and use the Software for your own personal, private non-commercial purposes (e.g. not for use in operating a recruitment consultancy business) only on one CPU;
    • 1.2.2. make one copy of the Software's installation file for back-up purposes only, provided that this is necessary for the activities permitted under condition 1.1;
    • 1.2.3. use any Documentation in support of the use permitted under condition 1.1 and make 1 copy of the Documentation as are reasonably necessary for its lawful use.
  • 1.3. To purchase a Licence to download and use the Software pursuant to condition 1.1 you must:
    • 1.3.1. place the software in your shopping basket;
    • 1.3.2. create or log into your account;
    • 1.3.3. confirm your order and your agreement to be bound by the terms of this Licence by clicking on the "I ACCEPT" button below payment of the agreed licence fee will be taken at this point. Once payment has been taken we will send you and email containing a Pass code and a link to a website from which you can download the Software;
    • 1.3.4. download the Software within 48 hours of receiving the email;
    • 1.3.5. in the event of a technical failure during download or failure by you to download the Software within 48 hours of receiving an email with your Pass code, notify us of the same. Following receipt of such notification we will issue a duplicate email enabling you to attempt to download the software again.
  • 1.4. We may from time to time and at our discretion:
    • 1.4.1. provide you with access to patches and/or minor upgrades in connection with the Software for download from our website;
    • 1.4.2. provide a customer support facility. The service levels and any charges for this facility will be detailed on our website from time to time.

2. LICENSEE'S UNDERTAKINGS

  • 2.1. Except as expressly set out in this Licence or as permitted by any local law, you undertake:
    • 2.1.1. 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 as permitted in this Licence;
    • 2.1.2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software and/or Documentation;
    • 2.1.3. 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;
    • 2.1.4. not to disassemble, decompile, reverse engineer or create derivative works based on, the whole or any part of the Software nor attempt to do any such thing 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:
      • 2.1.4.1. is used only for the purpose of achieving inter-operability of the Software with another software program; and
      • 2.1.4.2. is not unnecessarily disclosed or communicated without the Licensor's prior written consent to any third party; and
      • 2.1.4.3. is not used to create any software which is substantially similar to the Software;
    • 2.1.5. 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;
    • 2.1.6. to include the copyright notice of the Licensor on all entire and partial copies you make of the Software on any medium;
    • 2.1.7. not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from the Licensor;
    • 2.1.8. not to use the Software via any communications network or by means of remote access.
  • 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 and/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.

3. INTELLECTUAL PROPERTY RIGHTS

  • 3.1. You acknowledge 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 is 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. WARRANTY

  • 4.1. The Licensor warrants that:
    • 4.1.1. for a period of 90 days from the date of installation ("Warranty Period") the Software will, when properly used, perform substantially in accordance with the functions described in the Documentation, and that the Documentation correctly describes the operation of the Software in all material respects;
    • 4.1.2. it has tested the Software for viruses using commercially available virus-checking software, consistent with current industry practice.
  • 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. LICENSOR'S LIABILITY

  • 5.1. We warrant to you that any Product purchased from us through our site is of satisfactory quality and reasonably fit for the purposes for which products of the kind are commonly supplied.
  • 5.2. Notwithstanding any other clause of these terms and conditions, neither party excludes or reduces its liability under or in connection with any Contract to the extent that it arises in respect of any of the following matters:
    • 5.2.1. for death or personal injury resulting from negligence proved against either party;
    • 5.2.2. for fraud or fraudulent misrepresentation; nor
    • 5.2.3. for any other matter for which it would be unlawful for either party to exclude or limit or attempt to exclude or limit its liability.
  • 5.3. Subject to condition 5.2, neither party shall have any liability to the other party (howsoever arising, including any liability in tort) under or in connection with any Contract for any:
    • 5.3.1. loss of profits or anticipated savings;
    • 5.3.2. loss of revenue;
    • 5.3.3. loss of or damage to reputation or goodwill;
    • 5.3.4. loss of opportunity;
    • 5.3.5. failure and/or delay in finding employment; or
    • 5.3.6. losses or liabilities under or in relation to any other contract;
      in each case whether direct, indirect, special and/or consequential loss or damage; or
    • 5.3.7. for any other indirect, special and/or consequential loss or damage.
  • 5.4. Subject to condition 5.2, our maximum aggregate liability to you in contract, tort (including for negligence), misrepresentation and/or otherwise howsoever arising under or in connection with any Contract (including all losses, liabilities, claims, actions, demands, proceedings, damages, costs, charges and expenses in respect thereof or in relation thereto) shall be limited to the total funds paid by you to us for the Software giving rise to such liability.
  • 5.5. You agree that you have read and understood this clause 5.
  • 5.6. In case of any conflict between this clause and any other clause of these terms and conditions, the provisions of this clause 5 shall prevail.
  • 5.7. For the avoidance of any doubt, this clause 5 shall remain in full force and effect notwithstanding the termination, repudiation or expiry of this Licence.

6. TERMINATION

  • 6.1. The Licensor 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; or
  • 6.2. Upon termination for any reason:
    • 6.2.1. all rights granted to you under this Licence shall cease;
    • 6.2.2. you must cease all activities authorised by this Licence;
    • 6.2.3. you must immediately pay to the Licensor any sums due to the Licensor under this Licence; and
    • 6.2.4. you must immediately delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.

7. TRANSFER OF RIGHTS AND OBLIGATIONS

  • 7.1. This Licence is binding on you and us, and on our respective successors and assigns.
  • 7.2. 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.
  • 7.3. 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.

8. NOTICES

All notices given by you to us must be given to Codepro Limited at 128 High Street, Crediton, Devon, EX17 3LQ. We may give notice to you at either the e-mail or postal address you provided to us when purchasing the Software licence. 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.

9. EVENTS OUTSIDE OUR CONTROL

  • 9.1. 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").
  • 9.2. A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
    • 9.2.1. Strikes, lock-outs or other industrial action.
    • 9.2.2. Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
    • 9.2.3. Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
    • 9.2.4. Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
    • 9.2.5. Impossibility of the use of public or private telecommunications networks.
    • 9.2.6. The acts, decrees, legislation, regulations or restrictions of any government.
    • 9.2.7. the non-delivery or late delivery of products or services to us by third parties engaged by us.
  • 9.3. 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.
  • 9.4. In the event that any Force Majeure Event continues for more than 30 consecutive days the parties will be entitled to terminate that part of the Licence which cannot be performed by serving written notice on the other.

10. WAIVER

  • 10.1. If we fail, at any time during the term of the Licence, to insist upon strict performance of any of your obligations under the Licence or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
  • 10.2. A waiver by us of any default shall not constitute a waiver of any subsequent default.
  • 10.3. 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 in accordance with clause 8.

11. SEVERABILITY

If any of the terms and conditions or any provisions of the 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.

12. ENTIRE AGREEMENT

  • 12.1. Subject to condition 5.2, this agreement constitutes the entire agreement between the parties about the subject matter of this agreement and supersedes all earlier understanding and agreements between any of the parties and all earlier representations by any party about such subject matter.
  • 12.2. Subject to condition 5.2, the parties have not entered into this agreement in reliance upon any representation, warranty or promise and no such representation or warranty or any other term is to be implied in it whether by virtue of any usage or course of dealing or otherwise except as expressly set out in it.
  • 12.3. If a party has given any representation, warranty or promise then, (except to the extent that it has been set out in this agreement) the party to whom it is given waives any rights or remedies which it may have in respect of it.
  • 12.4. This clause shall not exclude the liability of a party for fraud or fraudulent misrepresentation or concealment or any resulting right to rescind this Licence.

13. LAW AND JURISDICTION

This Licence will be governed by English law. Any dispute arising from, or related to, such Licence shall be subject to the non-exclusive jurisdiction of the courts of England and Wales and the parties hereby irrevocably submit to the jurisdiction of these courts.