EULA
Please read this EULA
carefully, as it sets out the terms and conditions upon which we license our
Software for use.
Before you download the
Software from our website, we will ask you to give your express agreement to
the terms and conditions of this EULA.
You further agree that your employees/any person you authorise to use
the Software will also be bound by the terms and conditions of this EULA.
If you do not agree to this
EULA, you must not use the software for any purpose whatsoever.
1. Definitions
and interpretation
1.1 In this EULA:
“Computer” means a
desktop, notebook, netbook or similar computer owned by and in the control of
the Licensee;
“Documentation”
means the documentation concerning the Software supplied by the Licensor or by
the Software supplier to the Licensee with the Software;
“Effective Date”
means the date when the Licensee agrees to the terms and conditions of this
EULA, as detailed in the preamble to this EULA;
“EULA” means this
end user licence agreement (including the preamble), and any amendments to it
from time to time;
“Force Majeure Event”
means an event, or a series of related events, that is outside the reasonable
control of the party affected (including failures of or problems with the
internet or a part of the internet, power failures, industrial disputes
affecting any third party, changes to the law, disasters, explosions, fires,
floods, riots, terrorist attacks and wars);
“Intellectual Property
Rights” means all intellectual property rights wherever in the world,
whether registered or unregistered, including any application or right of
application for such rights (and the “intellectual property rights” referred to
above include copyright and related rights, database rights, confidential
information, trade secrets, know-how, business names, trade names, trade
service marks, passing off rights, unfair competition rights, patents, petty
patents, utility models, semi-conductor topography rights and rights in
designs);
“Licensee” means the
licensee of the Software under this EULA;
“Licensor” means
Absolute Accounting Software Limited, a limited company incorporated in England
and Wales (registration number 07122547) having its registered office at
Commerce House, Telford Road,Bicester,Oxfordshire,OX26 4LD;
“Software” means
Absolute Excel VATfiler including following the
application of any Upgrade; and
“Upgrade” an
upgrade, update, enhancement, improvement or patch to the Software supplied by
the Licensor.
1.2 In this EULA, a reference to a statute or statutory provision
includes a reference to:
(a) that statute or statutory provision as modified, consolidated
and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory
provision.
1.3 The Clause headings do not affect the interpretation of this
EULA.
1.4 The ejusdem generis rule is not
intended to be used in the interpretation of this EULA.
2. Term of
EULA
This EULA will come into force on the Effective
Date and will continue in force indefinitely, unless and until terminated.
3. Licence
3.1 The Licensee may only use the Software and Documentation for the
Licensee's business purposes and in accordance with the provisions of this
Clause.
3.2 Subject to the payment by the Licensee of the relevant charges
and fees in respect of the Software licence and the Licensee's compliance with
Clause 3.4 and the other provisions of this EULA, the Licensor grants to the
Licensee a non-exclusive non-transferable licence to:
(a) download the Software and Documentation;
(b) install the Software and Documentation;
(c) use the Software in accordance with the Documentation; and
(d) use the Documentation;
on Computers in the UK.
3.3 Subject to the payment by the Licensee of the relevant charges
and fees in respect of the Software licence, and the Licensee's compliance with
Clause 3.4 and the other provisions of this EULA, the Licensor further grants
to the Licensee the rights to:
(a) print the Documentation; and
(b) make back-up copies of the Software and Documentation,
in each case in the UK.
3.4 The Licensee must not:
(a) copy or reproduce the Software or Documentation or any part of
the Software or Documentation other than in accordance with the licence granted
in this Clause 3;
(b) sell, resell, rent, lease, loan, supply, distribute,
redistribute, publish or re-publish the Software or Documentation or any part
of the Software or Documentation;
(c) modify, alter, adapt, translate or edit, or create derivative
works of, the Software or Documentation or any part of the Software or
Documentation;
(d) reverse engineer, decompile, disassemble the Software or
Documentation or any part of the Software or Documentation;
(e) use
the Software other than in accordance with the Documentation; or
(f) circumvent or remove or attempt to circumvent or remove the
technological measures applied to the Software and Documentation for the
purposes of preventing unauthorised use,
providing that nothing in this Clause 3.4 will
prohibit or restrict the Licensee or any other person from doing any act
expressly permitted by applicable law (including any act expressly permitted by
Section 296A of the Copyright, Designs and Patents Act 1988).
3.5 All Intellectual Property Rights in the Software and
Documentation are and will remain, as between the parties, the property of the
Licensor.
3.6 The Licensee must provide to the Licensor, or procure for the
Licensee, upon reasonable notice and during normal business hours, reasonable
access to:
(a) any Computers and/or media upon which the Software and/or
Documentation is / are stored, installed or used; and
(b) any premises at which any such Computer and/or media is situated
from time to time,
for the purpose of the investigating whether the
Licensee is complying with the terms of this EULA.
3.7 In order to file MTDVAT figures it is necessary to first
purchase licences for the appropriate number of traders.
4. Other Users
4.1 The Licensee may permit any employee of the Licensee to exercise
the rights granted by the Licensor to the Licensee under Clause 3.2(c) and (d),
subject always to the restrictions set out in Clause 3.
4.2 The Licensee must ensure that any person using the Software
and/or Documentation in accordance with Clause 4.1 is made aware of, and agrees
to, the terms of this EULA.
5. Upgrades
5.1 The Licensee must promptly apply to the Software each Upgrade
released by the Licensor and made available by the Licensor to the Licensee
from time to time.
5.2 The Licensor will have no obligation to provide support for the
Software under Clause 6 or repair or replace the Software under Clause 7.2(d)
in relation to any version of the Software that does not incorporate the most
recent Upgrade to the Software.
6. Support
6.1 The Licensor will provide to the Licensee technical support by
email between the hours of 10 AM and 4 PM (London time) during working weekdays
for the purpose of resolving issues with the Software raised by the Licensee
acting reasonably.
6.2 The Licensee acknowledges that:
(a) the Licensor’s obligation under Clause 6.1 is subject to such
limits (as to time spent in relation to an issue and in relation to the
Licensee in aggregate) as the Licensor may determine from time to time;
(b) the Licensor’s sole obligation under Clause 6.1 is to make
reasonable endeavours to resolve issues raised by the Licensee;
(c) the Licensor does not warrant or represent that issues raised
will be solved by means of the support services; and
(d) the Licensor will not provide any on-site support under this
EULA.
6.3 The Licensor may subcontract any of its obligations under this
Clause 6 to any third party.
7. Limited
warranties
7.1 The Licensee warrants to the Licensor that it has the legal
right and authority to enter into and perform its obligations under this EULA.
7.2 The Licensor warrants to the Licensee:
(a) that it has the legal right and authority to enter into and
perform its obligations under this EULA;
(b) that
the use of the Software by the Licensee in accordance with the terms of this
EULA will not infringe the UK Intellectual Property Rights of any third party;
(c) that any media upon which the Software is supplied will, for a
period of no less than 3 months following the Effective Date, be free from
defects in materials and workmanship (and if the media is not free from such
defects, the Licensor will, for no additional charge and subject to the
Licensee providing proof of purchase, replace the media);
(d) that the Software will operate, and will continue to operate for
a period of no less than 3 months following the Effective Date, without
material error in accordance with the Documentation (and if the Software does
not so operate, the Licensor will, for no additional charge, carry out any work
necessary in order to ensure that the Software operates without material error
/ in accordance with the Documentation during this period;
(e) that the Licensor has tested the Software for computer virus and
other malicious third party software infections in accordance with standard industry
practice from time to time.
7.3 The Licensee acknowledges that:
(a) the Software may not be error-free and that non-material errors
in the software will not constitute a breach of this EULA;
(b) the Software has not been developed to meet the specific
requirements of the Licensee, and accordingly the Licensee will be responsible
for ensuring that the Software is suitable to meet the Licensee's requirements.
7.4 The warranty in Clause 7.2(d) is conditional upon the Licensee
promptly providing to the Licensor all such information and assistance, and
access to its premises and systems, as the Licensor may reasonably require.
7.5 All of the parties' liabilities and obligations in respect of
the subject matter of this EULA are expressly set out herein. To the maximum extent permitted by applicable
law, no other terms concerning the subject matter of this EULA will be implied
into this EULA or any related contract.
8. Limitations and exclusions of liability
8.1 Nothing in the EULA will:
(a) limit or exclude the liability of a party for death or personal
injury resulting from negligence;
(b) limit or exclude the liability of a party for fraud or fraudulent
misrepresentation by that party;
(c) limit any liability of a party in any way that is not permitted under
applicable law; or
(d) exclude any liability of a party that may not be excluded under
applicable law.
8.2 The limitations and exclusions of liability set out in this
Clause 8 and elsewhere in the EULA:
(a) are subject to Clause 8.1; and
(b) govern all liabilities arising under the EULA or in relation to
the subject matter of the EULA, including liabilities arising in contract, in
tort (including negligence) and for breach of statutory duty.
8.3 The Licensor will not be liable to the Licensee for any losses
arising out of a Force Majeure Event.
8.4 The Licensor will not be liable to the Licensee in respect of
any business losses, such as loss of or damage to profits, income, revenue,
use, production, anticipated savings, business, contracts, commercial
opportunities or goodwill.
8.5 The Licensor will not be liable to the Licensee in respect of
any loss or corruption of any data, database or software.
8.6 The Licensor will not be liable to the Licensee in respect of
any special, indirect or consequential loss or damage.
8.7 The Licensor's aggregate liability to the Licensee will not
exceed £1,000.
9. Termination
The Licensor may terminate this EULA immediately
by giving to the Licensee written notice of termination if:
(a) the Licensee or any employee of the Licensee or person
authorised by the Licensee to use the Software and/or Documentation breaches
any provision of this EULA;
(b) the Licensee: (i) is dissolved; (ii)
ceases to conduct all (or substantially all) of its business; (iii) is or
becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent
or is declared insolvent; or (v) convenes a meeting or makes or proposes to
make any arrangement or composition with its creditors;
(c) an administrator, administrative receiver, liquidator, receiver,
trustee, manager or similar is appointed over any of the assets of the
Licensee;
(d) an order is made for the winding up of the Licensee, or the
Licensee passes a resolution for its winding up; or
(e) (where the Licensee is an individual) the Licensee dies, or as a
result of illness or incapacity becomes incapable of managing his or her own
affairs, or is the subject of a bankruptcy petition or order.
10. Effects of
termination
10.1 Upon termination all the provisions of this EULA will cease to
have effect, save that the following provisions will survive and continue to
have effect (in accordance with their terms or otherwise indefinitely): Clauses
1, 8 and 11.
10.2 Termination of this EULA will not affect either party's accrued
rights and liabilities.
10.3 Save as expressly provided in this EULA, the Licensee will not be
entitled to a refund upon the termination of this EULA.
11. General
11.1 No breach of any provision of this EULA will be waived except with
the express written consent of the party not in breach.
11.2 If a Clause of this EULA is determined by any court or other
competent authority to be unlawful and/or unenforceable, the other Clauses of
this EULA will continue in effect. If
any unlawful and/or unenforceable Clause would be lawful or enforceable if part
of it were deleted, that part will be deemed to be deleted, and the rest of the
Clause will continue in effect (unless that would contradict the clear
intention of the parties, in which case the entirety of the relevant Clause
will be deemed to be deleted).
11.3 The Licensor may freely assign this EULA and/or its rights and/or
obligations under this EULA without the Licensee's consent. Save as expressly provided in this EULA, the
Licensee must not assign, transfer, charge, license or otherwise dispose of or
deal in this EULA and/or any its rights and/or obligations under this EULA.
11.4 This EULA is made for the benefit of the parties, and is not
intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate,
rescind, or agree any amendment, waiver, variation or settlement under or
relating to this EULA are not subject to the consent of any third party.
11.5 This EULA constitutes the entire agreement and understanding of
the parties in relation to the subject matter of this EULA, and supersedes all
previous agreements, arrangements and understandings between the parties
relating to the subject matter of this EULA.
Subject to Clause 8.1, each party acknowledges that no representations
or promises not expressly contained in this EULA have been made by or on behalf
of the other party.
11.6 This EULA will be governed by and construed
in accordance with the laws of England and Wales; and the courts of England
will have exclusive jurisdiction to adjudicate any dispute arising under or in
connection with this EULA.
11.7 The Licensee confirms
that no liability can be attached to Absolute Accounting Software Ltd from any
failure to comply with any VAT filing requirements whether as a result of the
use of the Absolute Excel VATfiler or otherwise.
11.8 The
Licensee accepts that the Absolute Excel VAT filer
will only run on Windows 7 or later operating systems with Excel 2010 or above installed and only on Apple MAC version 16.26 or above and Excel for MAC 2016 or
above.