Licence for the use of the Software

('Licence Agreement')

Please read the terms and conditions of this Licence carefully, as they contain important information about your rights and obligations.

1. Introduction

1.1 Please read this Licence Agreement carefully before downloading any Software and applicable documentation (the 'Software') provided by Industrial CodeBox Limited ('Industrial CodeBox', 'our', 'we' or 'us'). In particular, we draw your attention to clause 9 (Liability) and clause 3.3 (Upgrades). By completing the purchase process you agree to be legally bound by this Licence Agreement as it may be modified and posted on our website from time to time.

1.2 If you do not wish to be bound by this Licence Agreement then you may not download or use the Software.

1.3 The Software has NO connection in any way whatsoever, implied or otherwise, with the IRIS Software Group Ltd nor any of it's products. The Software is a separate, stand-alone product which utilises a 'comma separated value' file, which can be created manually or exported from IRIS Accounts Production.

2. Nature of our website

2.1 Please note that our website is available only to individuals that can form legally binding contracts under applicable law. Although the contents of our website are aimed at users aged 18 and above, you must be over 18 years to purchase the Software, using the payment method displayed on our website. If you do not qualify, click here to leave our website now. If you are under the age of 18 then please arrange for someone over the age of 18 to purchase the Software on your behalf.

3. Licence

3.1 If your payment is accepted, Industrial CodeBox grants you a non-exclusive, non-transferable licence to use the Software, on the terms and conditions of this Licence Agreement.

3.2 We are under no obligation to provide you with any updates to the Software ('Updates'). However, if we do, your use of the Update will be subject to this Licence Agreement from the time of downloading.

3.3 This licence does not entitle you to any new version of the Software ('Upgrades'). To use an Upgrade you must purchase the Product as new, which will be subject to this Licence Agreement from the time of downloading.

3.4 In relation to the Software:

• you may:
  • load the Software into the permanent memory of a single computer for each license purchased.
    Or
    If you have purchased a site licence then you may load the software onto standalone computers or networks assigned to the establishment covered by the site license;
    and
  • copy the Software for backup purposes only ('backup copies'), as long as you retain any copyright notices included with the Software in any backup copies; and
• you may not:
  • make or distribute copies of the Software other than in the course of normal operation or in accordance with sub-clause 3.3(a) above;
  • copy the Software from one computer to another without erasing the Software from the permanent memory of the first computer (although a user of the Software may install the Software on a desktop machine and a laptop provided that both machines are solely and exclusively used by one and the same person); unless a full site licence has been purchased.
  • sub-license, rent, lease, transfer or attempt to assign this Licence Agreement or the Software to any other person, entity or establishment;
  • translate, modify, adapt, reverse engineer, disassemble, decompile or create derivative works based on the Software (whether for purposes of error correction or otherwise), except where a right to do so is conferred by applicable law and cannot be excluded;
  • use any backup copies for any reason other than to replace the original copy in the event that it becomes defective or is destroyed;
  • use the Software in any manner, or transfer or export the Software or any copies into any country, other than in compliance with applicable laws; and
  • allow any other person to use the Software other than in accordance with the terms and conditions of this Licence Agreement.

3.5 We may terminate this Licence Agreement at any time if you are found in breach of any of these terms and if you are notified of termination, you must destroy all of your copies of the Software.

3.6 The purchased Software will be provided with a Software Activation Key ("Software Key"). The Software Key will enable the Software to be used for the period specified by the licence type you have purchased. Where applicable it will be necessary to purchase a further new Software Key at the end of the period and in each and every subsequent period. If a new Software Key is not purchased then certain functions within the Software will cease to operate.

4. Payment

4.1 Details of our prices for the Software, and the procedures for payment are displayed on our order page. Due to the low cost of the Product our preferred method of payment is through the PayPal payment system PayPal, credit or debit card. Please contact us if you wish to pay by other means. A licence key will only be released when full payment has been cleared. The Licence Fee is non-refundable. The price of the Software is the price in force at the date and time of your order. We may change the price of the Software before you place an order. We try to ensure that our prices displayed on our website are accurate but the price on your order will need to be validated by us as part of the acceptance procedure (see sub-clause 4.2 below). We will inform you if the Software's correct price is higher than that stated in your order and you may cancel the order and decide whether or not to order the Software at the correct price. The prices are exclusive of applicable taxes.

4.2 Industrial CodeBox is entitled to refuse any order placed by you. If your order is accepted, we will confirm acceptance to you by e-mailing to you the software keys and a link to a portal from where you can download the Software. Making the Software Key available to you constitutes performance of our services and you will have no right to cancel the contract once we have done so.

4.3 You undertake that all details you provide to us for the purpose of obtaining a licence of the Software will be correct, that the credit or debit card, or any electronic cash, which you use is your own and that there are sufficient funds or credit facilities to cover the cost of the Software, and in the case of alternative payment methods, that you are authorised to do so. We reserve the right to obtain validation of your payment details before agreeing to license you the Software.

5. Warranties

5.1 We warrant that:

• we have a right to license the Software to you; and
• for a period of 30 days from you purchasing the Software, it will materially conform to the electronic documentation provided with it.

However, we do not warrant that the Software will be error or virus free.

5.2 At Industrial CodeBox's option, Industrial CodeBox may grant you a refund or provide you with replacement Software in the following circumstances:

• if the Software downloaded is not what you ordered; or
• if the Software does not comply with the warranty in sub-clause 5.1 and you notify us of the details of any non-compliance as soon as possible.

No other refunds will be available in relation to the Software.

5.3 If you claim a refund from Industrial CodeBox under sub-clause 5.2:

• you must destroy all of your copies of the Software; and
• the Licence Agreement will be terminated as of the date of your notification of Industrial CodeBox of your claim for a refund.

5.4 If you have any complaints, you should direct them to us via e-mail at email@industrialcodebox.com or by post at
23 Wensleydale
Droitwich Spa
Worcestershire
WR9 8PF

6. Provision of software and support

6.1 Industrial CodeBox makes no representations and gives no warranties, express or implied that making the Software available in any particular jurisdiction outside the UK is permitted under any applicable non-UK laws or regulations. Accordingly, if making the Software or any part available in your jurisdiction or to you (by reason of nationality, residence or otherwise) is prohibited, the Software is not offered for sale to you. You accept that if you are resident outside the UK, you must satisfy yourself that you are lawfully able to purchase the Software. Industrial CodeBox accepts no liability, to the extent permitted by applicable laws, for any costs, losses or damages resulting from or related to the purchase or attempted purchase of the Software by persons in jurisdictions outside the UK or who are nominees of or trustees for citizens, residents or nationals of other countries.

6.2 While the Software is available for purchase and for so long as you are in possession of a time valid Software Key for the individual particular Software installation, Industrial CodeBox will provide email support only. We will endeavour to respond to the request as quickly as possible but cannot guarantee to provide a response within a specific period of time.

6.3 You must regularly check for and install updated versions of the Software.

6.4 In the event that we launch an on-line discussion forum ("forum") then we may allow you access to the Forum. We may withdraw access to the Forum at any time and without having to give any reason. You will not use the Forum (or allow the Forum to be used) for the purpose of making derogatory comments or for the publication of anything obscene, illegal, offensive or that is designed to cause distress or annoyance. You agree to indemnify us without set-off or counterclaim (including but not limited to damages, legal costs, fees and any other loss or liability incurred by us) in respect of the misuse of any Forum.

7. Copyright and monitoring

7.1 The Software is protected by international copyright laws and other intellectual property rights. The owner of these rights is Industrial CodeBox, its affiliates or other third party licensors. All product and company names and logos contained within the Software are the trade marks, service marks or trading names of their respective owners, including us.

8. Information you provide

8.1 The following applies to any information you provide to us, for example during any registration or ordering process.

• You authorise us to use, store or otherwise process any personal information which relates to and identifies you, including but not limited to your name and address, to the extent reasonably necessary to provide the Software. If you buy a licence for the Software then we may collect information about your buying behaviour and if you send us personal correspondence such as e-mails or letters then we may collect this information into a file specific to you (together, the various purposes set out in this paragraph and in our privacy policy shall be known as 'the Purposes'). All such information collected by us shall be referred to in these terms and conditions as 'Personal Information'.
• You must ensure that the Personal Information you provide is accurate and complete and that all registration details (where applicable) contain your correct name, address and other requested details. For more information about how we deal with your Personal Information, please read our privacy policy.

8.2 By accepting these terms and conditions, you agree to the processing and disclosure of the Personal Information for the Purposes. If you would like to review or modify any part of your Personal Information then you should e-mail us at email@industrialcodebox.com

9. Liability

9.1 All warranties offered in relation to the Software are set out in clause 5.1 of this Licence Agreement. We exclude all other warranties, express or implied terms, conditions, representations or endorsements whatsoever with regard to the Software.

9.2 We accept no liability for any indirect or consequential loss or damage, or for any loss of data, profit, revenue or business (whether direct or indirect) in each case, however caused, even if foreseeable. In circumstances where you suffer loss or damage arising out of or in connection with the viewing, use or performance of our website/or using our software or its contents other than as a direct result of purchasing the Software (which shall be subject to the exclusions and limitation of liability set out in these terms and conditions), we accept no liability for this loss or damage (except where we have been negligent) whether due to inaccuracy, error, omission or any other cause and whether on the part of Industrial CodeBox or our servants, agents or any other person or entity.

9.3 If we are liable to you for any reason, our liability will be limited to the amount paid by you for the Software concerned. This limit does not apply to any liability we may have for death or personal injury resulting from our negligence or for our fraudulent misrepresentation.

9.4 You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use the Software. You also understand that we cannot and do not guarantee or warrant that the Software will be free from infection, viruses and/or other code that has contaminating or destructive properties. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output.

9.5 The limitations and exclusions in this clause do not affect your non-excludable statutory rights and only apply to the extent permitted by applicable law.

10. General

10.1 We may assign, transfer, novate or subcontract any or all of our rights and obligations under this Licence Agreement at any time.

10.2 We may alter this Licence Agreement from time to time and post the new version on our website, following which all use of our website and the Software will be governed by that version.

10.3 This Licence Agreement together with the privacy policy, any order form and payment method instructions, if any, are the whole agreement between you and Industrial CodeBox. You acknowledge that you have not entered into this agreement in reliance upon any statement, warranty or representation made by Industrial CodeBox or any other person and you irrevocably and unconditionally waive any rights to claim damages and/or to rescind this Licence Agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) that is not contained in the terms and conditions, privacy policy, order form and payment method instructions.

10.4 If any provision or term of this Licence Agreement shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them.

10.5 This Licence Agreement and your use of the Software is governed by English law and you submit to the non-exclusive jurisdiction of the English court.

10.6 Except in respect of a payment obligation, neither you nor Industrial CodeBox will be held liable to the other for any failure to perform any obligation due to causes beyond your or Industrial CodeBox's respective reasonable control.

10.7 Failure or delay by either party enforcing an obligation or exercising a right under this Licence Agreement does not constitute a waiver of that obligation or right.

10.8 This Licence Agreement does not confer any rights on any person or party (other than you and/or us) pursuant to the Contracts (Rights of Third Parties) Act 1999.

11. Notices

11.1 All notices shall be given:

to us via e-mail at email@industrialcodebox.com or by post at
23 Wensleydale
Droitwich Spa
Worcestershire
WR9 8PF

or

to you at either the e-mail or postal address you provide during any ordering process.

11.2 Notice will be deemed received when an e-mail is received in full (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or 3 days after the date of posting.

12. Replacement

12.1 This Licence Agreement replaces all other terms and conditions previously applicable to the licensing of the Software.