Terms & Conditions
End User Software Licence Agreement
This Licence applies to the registered version of "Noyantis" clarion template or software package (the "Software").
HAVING REGISTERED THE SOFTWARE, YOU HAVE CONSENTED TO BE BOUND BY AND BECOME A PARTY TO THIS SOFTWARE LICENCE AGREEMENT.
- 1. Noyantis Limited of Ada Lovelace House, Urban Road, Kirkby In Ashfield, Nottinghamshire. NG17 8BY, United Kingdom, trading as Noyantis Software (the "Licensor") grants to the organisation or other person downloading the Software (the "Licensee") a non-exclusive and non-transferable licence to use for the Licensee's own personal or internal business purposes only the compiled Software files to be downloaded.
- 2. The Licensee must only use the Software in accordance with this Licence.
- 3. Where any third party software is included in the Software, its use shall be governed by the third party's licence agreement and not by this Licence, and the Licensee must comply with the terms of any such licence agreement.
- 4. The Licensee may use the Software on a standalone workstation or via a network as specified in the sales invoice provided it has paid the Licensor's agreed fees for each workstation on which the Software will be accessed. The Licensee will confirm to the Licensor, upon reasonable enquiry, the number of workstations from which the Software is being accessed.
- 5. The Licensee may copy the Software for back-up and archival purposes only, provided any copy contains all of the original Software's copyright or proprietary notices.
- 6. The Licence does not entitle the Licensee to receive from the Licensor telephone assistance.
2. RestrictionsExcept where explicitly so authorised within the Software documentation, the Licensee may not:
- 1. adapt, alter, modify or create any derivative works of the Software or documentation, including any translation;
- 2. decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software (except to the extent applicable laws specifically prohibit such restriction);
- 3. redistribute, publish, sell, rent, lease, sub-license, part with possession of or otherwise transfer the Software or any rights in it, or use the Software in connection with a service bureau, application service provider, or similar business;
- 4. redistribute any information received from or via the software to other workstations, users or systems which are not covered by this licence;
- 5. remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software.
- 1. This Licence is conditional on the agreed fees (and any relevant taxes such as VAT) being paid to the Licensor or to an approved distributor.
4. Title and Copyright
- 1. The Software is protected by copyright and other intellectual property laws and by international treaties.
- 2. No title to, or rights of, ownership of the Software, or the copyright or any other intellectual property rights in the Software, is or will be transferred to the Licensee.
- 3. The Software contains confidential information of the Licensor, and the Licensee agrees that except in accordance with an express written authority signed by an authorised signatory of the Licensor, it will not provide or otherwise make any of the Software and/or related documentation available or disclose any of such information to any other person.
- 4. The Licensee must notify the Licensor immediately if the Licensee becomes aware of any unauthorised use of the whole or any part of the Software by any person.
5. Disclaimer of Warranty
- 1. The Software and all accompanying materials are provided on an "as is" basis, without warranty of any kind, including without limitation any warranty as to the quality or performance of the Software, or that it is free of defects or errors or does not infringe the patent, copyright or other rights of any other person. In the event the Software is found to infringe any third party right, the Licensor may seek to ensure that the Licensee is permitted to continue using the Software, or failing that may require the Licensee to cease using the Software.
- 2. The Licensee acknowledges that the adoption of any of the guidance and recommendations contained within the Software does not represent a guarantee that the Licensee's information will be secure.
- 3. All terms and conditions implied by statute or otherwise are hereby excluded to the maximum extent permitted by law.
6. Limitation of Liability and Indemnity
- 1. The Licensor shall not be liable to the Licensee for any loss of profits, business opportunities or data, or any special, indirect or consequential losses or damages of any kind whatsoever, whether caused by the negligence of the Licensor or otherwise.
- 2. In any case, the Licensor's entire liability under any provision of this Licence shall not exceed the aggregate fees paid by the Licensee for this Licence.
- 3. The Licensor shall have no liability arising out of content provided by the Licensee or a third party that is accessed through the Software and / or any material linked through such content.
- 4. Nothing in this Licence affects any liability of the Licensor for death or personal injury caused by negligence.
- 5. Neither party shall be liable for failure to perform its obligations under this Licence if such failure is caused by force majeure, which shall include but not be limited to an Act of God, war, natural disaster, fire, flood, explosion or earthquake or any other circumstances outside that party's reasonable control.
- 6. The Licensee shall indemnify the Licensor against any loss or liability arising from the unauthorised use of the Software by the Licensee.
- 1. This Licence is personal to the Licensee, and may not be assigned without the Licensor's express written consent.
- 1. The Licensor may terminate this Licence with immediate effect by giving written notice to the Licensee if the Licensee commits a material breach of its obligations under this Licence, becomes bankrupt or goes into liquidation, receivership or administration or ceases to carry on business.
- 2. If for any reason the licence terminates, the Licensee agrees to delete all copies of the Software and make no further use of it.
- 1. Unless otherwise stated within this Licence, any notices to be given by either party to the other shall be in writing and shall be delivered by hand, electronic mail (other than for the purpose of legal process) or pre-paid post to the other at its principal or last known address.
10. Entire Agreement and No Waiver
- 1. This Licence represents the entire agreement between the parties in relation to the subject matter of this Licence and supersedes all other agreements or representations made by either party, whether oral or written.
- 2. Nothing in this Licence affects any liability for fraudulent misrepresentation.
- 3. No waiver by the Licensor of any default of the Licensee under this Licence shall operate or be construed as a waiver by the Licensor of any future defaults, whether of a like or different character. No granting of time or other forbearance or indulgence by the Licensor to the Licensee shall in any way release, discharge or otherwise affect the liability of the Licensee under this Licence.
11. 2007 Microsoft Office User InterfaceFor software vendors who wish to incorporate the 2007 Microsoft Office User Interface into their own products or for component vendors who wish to build Office UI components for use by other software vendors, Microsoft offers a royalty-free license to use the Office UI subject to very few restrictions.
Where any part of the Software has been used to implement the 2007 Microsoft Office User Interface, the Licensee agrees:
- 1. to meet all required 2007 Microsoft Office UI Design Guideline specifications;
- 2. to have reviewed and accepted the 2007 Microsoft Office User Interface license agreement to officially license the Office UI for use in their own products;
- 3. that under no circumstances can the Licensor be held responsible for failure to comply with the 2007 Microsoft Office UI Design Guideline specifications.
12. Governing Law
- 1. This Licence shall be governed by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English Courts.
Copyright and Trade Mark Notices
This software installation is Copyright © 2008 - 2018 Noyantis Limited, www.noyantis.com, All rights reserved.
All trade marks herein are the property of their respective owners.
The material contained within the software may not be reproduced and may not be distributed publicly, performed or otherwise used, except with the prior express permission of the copyright owner(s).
This Terms & Conditions Statement was last amended on 1st January, 2018