Systematic Marketing Limited: VATSubmitter™
IMPORTANT – READ CAREFULLY
This Licence statement and limited warranty constitutes a legal agreement
(“Licence Agreement”) between you (either as an individual or a
single entity) and Systematic Marketing Limited (“SM”) for the
software product (“Software”) identified above, including any
software, media, and accompanying on-line or printed documentation.
If you are accepting this Licence Agreement on behalf of a corporation, partnership or other legal entity, the use of the terms “you” and “your” in this Licence Agreement will refer to such entity.
TERMS AND CONDITIONS
1. LICENCE
SM hereby grants to you a non-exclusive, non- transferable and limited Licence to install and use the Software on the terms and conditions contained herein and the terms of any separate contract that you have entered into with SM.
2. CHARGES
Once only licence charges shall not be subject to variation. SM shall have the right to vary periodic licence charges by giving you not less than 3 months’ written notice in advance of such variation.
3. OWNERSHIP
3.1 Title, copyright and all other proprietary rights in the Software (and all
enhancements, improvements, or new facilities and any amendments or
modifications) and the Documentation and all parts and copies thereof shall remain
invested in SM.
3.2 You shall follow all reasonable instructions given by SM from time to time
with regard to the use of trade marks owned by SM and other indications of the
property and rights of SM.
3.3 Except as provided in this Licence Agreement, you receive no rights and
agree not to transfer, rent, lease, lend, copy, modify, translate, port,
localize, create derivative works of, market, distribute, sublicense, time-
share, reverse engineer, decompile, or disassemble the Software or electronically
transmit or receive the Software, media or documentation. You shall use your best efforts to protect
the proprietary or confidential information supplied by SM, in the same manner
in which they would protect their own proprietary or confidential information,
but not less than reasonable precautions to protect such proprietary or
confidential information.
4. ACCEPTANCE
4.1 Where no acceptance tests are specified, acceptance of the Software shall
be deemed to take place on delivery and installation of the Software.
4.2 Where acceptance tests are specified, acceptance of the Software shall be deemed to take place when the Software has passed such tests.
4.3 In the event that acceptance tests are delayed by your acts or omissions, then SM shall give 14 days notice of the
requirement that the tests shall be carried out. If the tests are not then carried out within a further period of 14 days due to continuing acts or omissions of yourself, the Software shall then be deemed to have been accepted on the expiry of such further period.
4.4 If the you use the Software before acceptance under this clause, except for
testing purposes, then the Software shall be deemed to have been accepted on
the date of first issue.
5. USE
5.1 The program shall be used only for your own data processing and shall not
be used to provide a data processing service to any third party by way of trade
or otherwise.
5.2. You agree that the total number of
copies of the Software used by may not exceed the number of Licensed Copies you
have paid for, except that you may either make one copy of the Software solely
for backup or archival purposes or transfer the Software to a single hard disk
provided you keep the original solely for backup or archival purposes.
5.3 You shall follow all reasonable instructions given by SM from time to time
with regard to the use of the Software. You shall permit SM, at all reasonable
time’s, and at SM’s expense, to verify that the use of the Software id within
the terms of the Licence.
6. DATA COLLECTION
The Software may generate, collect and transmit data to SM about the installation, activation and usage of the Software. The purpose of these are to 1) to verify that our License Agreement is adhered to and 2) to enable SM to develop and improve our services further. When data is collected to verify compliance of the terms stated in this License Agreement, this collection is mandatory. During the data collection for this Software we will record information which is unique to your computer as well as statistical information regarding submissions.
7. PERFORMANCE AND WARRANTY
7.1 Software provided under this Licence Agreement, including but not limited
to libraries, executables, and other files are provided “as is,”
without warranty of any kind except as expressly provided in this paragraph. SM
undertakes that, provided it is operated in accordance with SM’s instructions
the Software as updated will perform substantially in accordance with SM’s
published specification and documentation existing at the date of delivery. SM
does not guarantee that the Software is free of minor errors not materially
affecting such performance.
The undertaking given in this Clause is in lieu of any condition or warranty express or implied by law as to the quality or fitness for any particular purpose of the Software.
7.2 SM’s and its suppliers’ entire liability and your exclusive remedy shall
be, at SM’s option, either (a) return of the price paid, or (b) repair or
replacement of the Software that does not meet SM’s Limited Warranty and which
is returned to SM. This Limited Warranty is void if failure of the Software has
resulted from accident, abuse, or misapplication. Any replacement Software will be warranted
for the remainder of the original warranty period or thirty (30) days,
whichever is longer.
8. CONSEQUENTIAL LOSS
Save as expressly stated elsewhere in the Licence, SM shall not be liable to you for consequential loss or damage including loss or damage including los of use or of profit or of contracts.
9. HIGH RISK ACTIVITIES
The Software is not fault-tolerant and is not designed, intended, or Licensed for use in line control equipment or in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, and life support or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Without limiting the generality of the foregoing, SM and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
10. TERMINATION
Your Licence to use the Software shall terminate automatically if you fail to comply with the limitations described in this Licence Agreement. No notice shall be required from SM to effectuate such termination. Upon expiration or termination of this Licence Agreement for any reason, you shall make no further use of the Software and shall destroy all copies of the Software and all of its component parts on all systems, in all forms, in all types of media and computer memory, and whether or not modified or combined with other materials.
12. FORCE MAJEURE
Neither party shall be liable for failure to perform its obligations under the Licence if such a failure results from circumstances beyond the party’s reasonable control.
12. GENERAL PROVISIONS
12.1 The Licence shall be subject to and
construed and interpreted in accordance with English Law and shall be subject
to the jurisdiction of the Courts of England
12.2 SM reserves all rights not specifically granted in this Licence Agreement.
12.3 This Licence Agreement will not be modified except by a properly executed
written agreement. Any terms and
conditions of any purchase order or other instrument issued by you in
connection with this Licence Agreement which are in addition to, inconsistent
with or different from the terms and conditions of this Licence Agreement will
be of no force or effect.
12.4 If any provision of this Licence Agreement is found void or unenforceable,
the remainder will remain valid and enforceable according to its terms. If any remedy provided is determined to have
failed for its essential purpose, all limitations of liability and exclusions
of damages set forth in the Limited Warranty shall remain in effect.
12.5 Failure by either party at any time to enforce any
obligation by the other party, to claim a breach of any term of this Licence Agreement or to exercise any power agreed to hereunder will not be construed as a waiver of any right, power or obligation under this Licence Agreement, will not affect any subsequent breach, and will not prejudice either party as regards any subsequent action.
12.6 Neither party shall assign any of its obligations under the Licence
without the prior written consent of the other party, which shall not be
unreasonably withheld.
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IF YOU AGREE TO THE TERMS AND CONDITIONS OF THIS Licence
AGREEMENT, please press the “I ACCEPT THE Licence AGREEMENT”
button below. This will be the legal equivalent of your signature on a written contract, and equally binding. You must agree to these terms and conditions in order to download and install the Software. If you do not agree with these terms and conditions, you should press the “EXIT” button below to exit this download process, as Systematic Marketing Limited is unwilling to Licence the Software to you in such case.