Access Documents

Terms and Conditions...

Your right to participate in the Access Documents System and to use the relevant Application Software, as defined below) and its associated documentation (together, the “Product”) is subject to the terms set out in this agreement (“Agreement”).  You indicate your acceptance of all the terms of this Agreement by paying the Licence Fee (or any part of it), as appropriate.  We indicate our acceptance of your Access Documents Application Form (“the Application Form) and the terms of this Agreement by accepting any payment of the Licence Fee from you.Please read this Agreement carefully before submitting an application or paying the Licence Fee.

1.         In this Agreement:

1.1        “Access Documents” means Access Documents Limited (company number SC351035) a company incorporated under the Companies Acts and having its Registered Office at 62 Johnstone Drive, Rutherglen, Glasgow, G73 2QA.

1.2        “Application Software” means the application software which we supply to you as part of your membership of the Access Documents System;

1.3        “Licence Fee” means the sum paid by you to participate in the Access Documents System and in respect of our granting a Licence to you;

 

1.4        “Start Date” means the date the Product was Activated for you.

1.5        “Use” means to install, execute, store, display and use the Product in the course of a business;

1.6        “us”, “we” and “our” means Access Documents System and “you” and “your” means the person whose details were submitted on the Application Form; and

1.7        (a) the headings are for convenience only and shall not affect its construction or interpretation; (b) references to a “person” include an individual, a body corporate and an unincorporated association of persons; (c) “including” and “includes” or any similar expression will be construed as illustrative and not exhaustive; and (d) words of a technical nature shall be construed in accordance with the relevant common usage in the software industry in the U.K.

2.         Our licence to you

2.1        In consideration of your payment of the Licence Fee and acceptance of the terms of this Agreement, we grant you a non-exclusive, non-assignable right to Use the Product for which you have paid the Licence Fee (“Licence”), for a period of 12 months from the Start Date, at the address given on your Application Form.  On each anniversary of the Start Date or the expiry of the Licence (as the case may be), the Licence shall be renewed for a further 12 months, subject to payment by you of the prevailing annual Licence Fee. Paid in advance by Standing Order.

You may only use the Application Software for the purpose of integration with your software and for related testing.  All other terms and conditions applying to future Licences shall be as for those received with the Product and, afterwards, those received with any update or upgrade.

2.2        Subject to clauses 2.3, you may:

            2.2.1     use the Product on any number of computers at the address you notified to us on the Application Form;

 

2.3        Except as permitted under this Agreement, you shall not and shall not allow anyone else to:

            2.3.1     copy, transfer, sell (or resell), sub-licence, lease, mortgage, rent, loan, publish, distribute or otherwise make the Product available to any other person, whether or not for commercial gain;

            2.3.2     use the Product to enable, permit or facilitate any person to use Our Software in any way not permitted under the relevant software licence terms, nor yourself use Our Software in such a way;

            2.3.3     other than to the extent permitted by law, alter, adapt, merge, modify, translate, reverse engineer, de-compile, disassemble, create derivative works of the whole or any part of the Product, except with our prior written consent; or

            2.3.4     remove, change or obscure any of our proprietary notices, labels or marks associated with the Product;

            2.3.5     for the purpose of incorporation into or the development of any software or other product or technology which competes with Our Software, use or copy (irrespective of the extent of copying) the whole or any part of the Product’s or Our Software’s graphic user interface, operating logic or underlying database structure and database fields.

2.4        You acknowledge that you only own the media on which the Product is supplied and that we shall retain ownership of all intellectual property rights in and to the Product, including any copies.

3.         Your rights and obligations

3.1        You may develop Your Software and customise Our Software subject to the following:

3.2        We reserve the right to discontinue the provision of support and/or maintenance of any Product (or version of it) and to introduce any substitute or replacement software, which fulfils the same functions as the Product.

3.3        You may use materials, which have been supplied to you in accordance with the Access Documents System so long as you use them in accordance with our requirements.  Other than such use, you shall not use (nor permit any third party to use) any name, trade mark, trade name, insignia, logo, symbol or slogan (whether registered or not) owned or used by us or any company in our group now or in the future anywhere in the world (“Access Documents Trade Mark”), or any mark, words, logo, device or any other branding which is similar to or mimics any Access Documents Trade Mark, without our prior written consent.  You agree not to grant nor claim to grant any right to anyone else to use any Access Documents Trade Mark, nor to use any Access Documents Trade Mark as part of your corporate or business name and always to display your corporate or business name and the relevant Access Documents Trade Mark in accordance with our instructions.  On any documentation and media (including electronic media) and on every page of a web site used or controlled by you relating to the Products, you shall make it clear that you are a separate entity from Access Documents.

3.4        You also agree not to use, create or register any mark, logo, words, device or any other branding which incorporates any Access Documents Trade Mark or any similar mark, logo, words, device or any other branding, other than with our prior consent in writing.  You shall at any time on our request and at your own cost transfer to us any rights you may have in any trade mark (whether registered or unregistered), which incorporates any Access Documents Trade Mark or similar wording.

3.5        You may use the relevant Access Documents Trade Mark in accordance with our requirements in the content of the pages of any web site used by you to promote Your Company, when you shall make it clear on all pages (including via a link to a single page) that you are:

            3.5.1     not in any other way connected with or a part of our business;

            3.5.2     not authorised to act on our behalf.

3.6        In relation to any web site relating to Your Company, which is owned, controlled or operated by you or on your behalf, you agree:

            3.6.1     not to copy text or graphics from any web site of ours.

            3.6.2     that prior to creating a hyperlink to our website from your existing or future websites, you shall obtain our written consent and in so doing shall provide us with details of the design of the hyperlink, the position of the hyperlink and any other details required by us at the time of your request.  Where consent is given, you acknowledge that we may withdraw it for any reason, that the content of your web page on which such hyperlink appears shall make it clear that the hyperlink is to our web site and that our web page shall appear in a separate, new window and shall not be framed.  You also agree that we may check your use of any hyperlink from time to time and that we may require you to change or stop using any hyperlink to our website as we in our absolute discretion may require.

3.7        You may use any service that we make available from time to time as part of the Access Documents System, for which a separate charge may be payable.  We may withdraw any service which we make available as part of the Access Documents System, at any time.

4.         Charges and Payment

4.1        Our charges (including the Licence Fee) are exclusive of all taxes (including VAT or other applicable sales tax) and duties (including any withholding tax), which you shall pay in addition to the relevant charge at the rate for the time being prescribed by law.

4.2        You must pay our fees, prices and charges in advance.

4.3        All amounts due under this Agreement shall be paid in full without any deduction or withholding other than as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part.

4.4        Notwithstanding other rights and remedies that may be available to us, you agree that if any payment due to us is paid after the due date, we may charge you interest on a daily basis at the then current rate payable in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 from time to time, from the due date until the date of actual payment, and interest shall accrue before as well as after judgment and any part payment.  You agree to reimburse us for any costs (including our own and any third party costs as invoiced by any relevant third party service provider) we incur in recovering outstanding sums due to us from you.

4.5        If there is a dispute about charges and/or payment between us which cannot be resolved within 14 days of the dispute arising, it shall be referred to a senior manager of each company with authority to resolve that dispute and both of us agree to act reasonably and in good faith to settle that dispute.  Those individuals shall use their best endeavours to resolve the dispute within 30 days of the dispute arising.  If the dispute is not resolved within 30 days of the dispute arising it shall be referred to the managing director of each company (or equivalent), who shall use their best endeavours to resolve the dispute within 45 days of the dispute arising.

5.         How this Agreement can be terminated

5.1        You may terminate this Agreement at any time by providing us with 120 days written notice.  There will be no refund of the Licence Fee.  All prior outstanding invoices shall become immediately due and payable.

5.2        We may, at our sole and absolute discretion, terminate this Agreement immediately on notice at any time and shall refund to you the Licence Fee received by us, less a pro rata reduction to reflect the expired term of the Licence if such termination occurs within 180 days of the Start Date.

5.3        We may terminate this Agreement without refund immediately on written notice to you:

            5.3.1     if you fail to pay when due any amount under this Agreement or any other contract with Access Documents, and we then give you 14 working days written notice of such late payment and after such 14 working days you still do not pay such amount.

5.4        This Agreement including your Licence to Use the Product will terminate automatically if you: fail to comply with any term of this Agreement, cease to exist, are unable to pay your debts when due, are sequestrated, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or other receiver appointed, benefit from a statutory moratorium of your debts, or if any similar circumstances affect you.

5.5        Within 10 working days of the termination of the Licence for any reasonyou will be removed from our system.

6.         Our warranties to you

6.1        Subject to clause 6.2, we warrant that for a period of 90 days from the date of installation:

            6.1.1     the Product, when used in accordance with our operating instructions, will provide the functions and facilities and will perform substantially as described in the technical and user documentation supplied to you as part of the Product;

            6.1.2     the media on which the Product is recorded will be free from defects in material and workmanship under normal conditions of use.

6.2        The warranties set out in clause 6.1 do not apply to defects caused by accidents, abuse, poor storage or handling or any act referred to in clause 2.4 and are instead of all other warranties, representations or conditions, express or implied, statutory or otherwise, including any implied warranties of satisfactory quality and fitness for a particular purpose.  We do not warrant that the Product will meet your requirements, or that the operation of the Product will be uninterrupted or error free.  We do not warrant or make any representation regarding the use of the Product or the results of such use in terms of correctness, accuracy, reliability or otherwise.  No oral or written communications by or on our behalf shall create a warranty or in any way increase the scope of the warranties we have given.

6.3        Our entire liability and your exclusive remedy in relation to the warranties given in clause 6.1 will be, at our option either:

            6.3.1     in relation to a non-conformance with the warranty in clause 6.1.1, at our sole discretion to correct it or replace it with a new version.  Should we be unable to do so, we will terminate this Agreement and refund the Licence Fee paid by you to us, less a pro rata reduction to reflect the expired term of the Licence, after we have received from you the Product and any copies you have made in accordance with clause 2.3.2.

            6.3.2     in relation to a non-conformance with the warranty in clause 6.1.2, to replace the affected media.

7.         Disclaimer and limitation of liability

7.1        Nothing in this Agreement shall exclude or limit our liability for (a) fraud, (b) death or personal injury arising out of our negligence or (c) any warranty about title or uninterrupted possession implied by statute.

7.2        Subject to clause 7.1, in no event will we (or any company in our group) be liable for:

            7.2.1     consequential loss of any kind including without prejudice to the foregoing generality loss of income, lost profits or lost business, wasted time, anticipated savings, lost goodwill, third party costs and charges, any business interruption or loss of or corruption of data, in each case whether caused directly or indirectly; or

            7.2.2     any indirect, consequential, incidental or special damage, in the case of each of clauses 7.2.1 and 7.2.2 however caused and whether arising under contract, tort including negligence, statute or otherwise, even if we knew of such potential liability.

7.3        Subject to clauses 7.1 and 7.2, our (or any company in our group’s) maximum aggregate liability shall not exceed the amount of the Licence Fee.

7.4        Our limitation of liability has been calculated to reflect the Licence Fee and also that it is not within our control how and for what purposes you install, Use and/or operate the Product.

8.         Confidential information

8.1        Both of us acknowledge that all and any information (written or oral) relating to or received as a result of this Agreement (including the terms of this Agreement) and disclosed by one of us to the other is confidential and is to be used solely for the operation and purposes of this Agreement, except information which is:

            8.1.1     to be disclosed by court order or otherwise as required by law;

            8.1.2     already in or subsequently comes into our possession other than as a result of a breach of this clause 8 or any other obligation of confidentiality to us by the disclosing party; or

            8.1.3     already in the public domain other than as a result of a breach of this clause 8 or any other obligation of confidentiality to us by the disclosing party.

8.2        You recognise that certain information concerning the Products is confidential, including information which is obviously confidential or is identified by us to be confidential, and as such you agree to:

            8.2.1     only disclose such information to your employees that is necessary for them to know; and

            8.2.2     ensure that those employees to whom you disclose the information know that it is our confidential information and you shall procure that they comply with the provisions of this clause 8.

9.         General

9.1        We shall not be liable to you in respect of any circumstances arising outside our reasonable control.

9.2        Our failure to enforce any particular term of this Agreement shall not be construed as a waiver of any of our rights under it.

9.3        If any part of this Agreement is held by a court of competent jurisdiction to be unreasonable for any reason whatsoever, the validity of the remainder of the terms will not be affected.

9.4        This Agreement constitutes the entire agreement between you and us in relation to the Product and the Licence and supersedes any other oral or written communications or representations with respect to the Product.

9.5        If you provide us with any personal data (i.e. which identifies living individuals) we will use it to perform our legal obligations.  We may also use it to contact you via your relevant, nominated personnel about other relevant products and services, which we offer and to conduct research; if at any time you do not want us to use it in this way, please contact us.

9.6        We shall not be liable for complete or partial non-performances of its obligations under the contract due to causes beyond our reasonable control of, or due to labour disputes, or unavailability of stocks or necessary personnel.

9.7        If any of these terms or any part of any of these terms is unenforceable or void at law, it shall not affect the remainder of such term or any such term or otherwise affect the relative contract and shall be replaced by such valid term as is near as may give effect to the original term.

9.8        This Agreement shall be governed by and construed in accordance with the law of Scotland.  The parties hereby submit to the exclusive jurisdiction of the courts in Scotland.

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