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End User Licence For SSS Learning Software
This licence agreement (Licence) is a legal agreement between your organisation or company (Licensee or you) and SSS LEARNING LTD of Suite A, St Hilary Court, Copthorne Way, Cardiff, CF5 6ES (Licensor, us or we) for the SSS Learning Software (Licensed Materials). We licence use of the Licensed Materials to you on the basis of this Licence. We do not sell the Licensed Materials to you. We remain the owners of Licensed Materials at all times.
Important Notice To All Users:
- By clicking to "Place my order" or "Check Out with PayPal", you agree to the terms of this Licence which will bind you and you will procure that your employees and other personnel comply with its terms. The terms of this Licence include, in particular, limitations on liability in clause 8.
- If you do not agree to the terms of this Licence, we will not license the Licensed Materials to you and you must not proceed any further with the purchase process. In this case you may not access any Licensed Materials from the Websites.
- Your use of the Licensed Materials requires a device (PC, Mac, tablet, smart phone) connected to the internet...
You should print a copy of this Licence for future reference.
- 1.1 Computer: Means any electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
- 1.2 Licence Fee: Means the sum payable by the Licensee in connection with its use of the Licensed Materials in accordance with this Licence, as described on the Website, and which is payable via the Website to the Licensor or within 30 days of the Licensor issuing an invoice..
- 1.3 Licensed Materials: Means the Software and the content and materials contained within it that are accessible via the Websites,.
- 1.4 Software: Means the SSS Learning Software products, which are available in different courses as described on the Websites.
- 1.5 User: Means an authorised user of the Licensed Materials employed or engaged by the Licensee with rights to use the Licensed Materials in accordance with the terms of this Licence.
- 1.6 We: SSS Learning Ltd. of Suite A, St Hilary Court, Copthorne Way, Cardiff, CF5 6ES
- 1.7 Websites: Means https://sssaudit.co.uk and https://audittool.sssaudit.co.uk
2. Ownership Of Intellectual Property Rights
- 2.1 The Licensee's only right to use the Licensed Materials is by virtue of this Licence and the Licensee acknowledges that all intellectual property rights in or relating to the Licensed Materials, including without limitation, all parts of the Software, are and shall remain the exclusive property of the Licensor or, in the case of software or other copyright materials licensed to the Licensor by a third party licensor, the exclusive property of such licensor.
- 2.2 The Licensee agrees that it shall not remove or alter any copyright notices or similar proprietary devices, including without limitation any electronic watermarks or other identifiers, that may be incorporated in the Licensed Materials.
3. Licence And Payment
- 3.1 In consideration of payment by you of the agreed Licence Fee for the relevant Licensed Materials, and you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable, revocable licence to use the Licensed Materials on the terms of this Licence.
- 3.2 You may access the Licensed Materials on an unlimited number of devices by your organisation’s staff and volunteers for use only by the total number of permitted Users included within the Licence Fee.
- 3.3 The Licensee shall not, and shall procure that any Users do not:
- 3.3.1 copy the Licensed Materials except where such copying is incidental to normal use of the same, or where it is necessary for the purpose of back-up or operational security;
- 3.3.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Licensed Materials;
- 3.3.3 not to make alterations to, or modifications of, the whole or any part of the Licensed Materials, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
- 3.3.4 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities: (a) is not used to create any software which is substantially similar to the Software (b) to supervise and control use of the Software and ensure that the Software is used by Users in accordance with the terms of this Licence.
- 3.3.5 not to distribute your licence key for the Licensed Materials and/or Software to other organisations or any other third party or allow any third party to access the Software other than in accordance with the rights granted pursuant to clause 3.2;
- 3.4 The Licensee shall:
- 3.4.1 pay the Licence Fee upfront in full via the Website; or
- 3.4.2 request via the Website an invoice for the Licence Fee. The Licensee shall pay any such invoice within 30 days of the date of the invoice in full and in cleared funds to a bank account nominated in writing by the Licensor. Time for payment shall be of the essence of this Licence.
- 3.5 If the Licensee exceeds the number of licensed Users for a course, We will automatically issue an amended Licence for the increased number of Users and issue an invoice for the new Licence Fee.
- 3.6 If the Licensee breaches the terms of this clause 3, the licence set out in clause 3.1 will automatically terminate.
- 3.7 Any changes to this Licence must be agreed by the parties in writing.
- 4.1 The Licensor warrants to the Licensee that its title to the Licensed Materials is unencumbered and that it has the right, power and authority to licence the Licensed Materials to the Licensee on the terms of this Licence.
5. Limited Warranty
- 5.1 We warrant that the Software will, when properly used and on an operating system for which it was designed, perform in all material respects to the functions described on the Website for a period of 90 days from the date of this Licence (Warranty Period).
- 5.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform in all material respects to the functions described on the Website, we will, at our sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.
- 5.3 The warranty does not apply:
- 5.3.1 if the defect or fault in the Software results from you having amended the Software; and
- 5.3.2 if the defect or fault in the Software results from you having used the Software in contravention of the terms of this Licence.
- 5.4 For the avoidance of doubt, the Licensor shall not be obliged to offer any support to the Licensee following the expiry of the Warranty Period.
- 5.5 If you are a consumer, this warranty is in addition to your legal rights in relation to Software that is faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. These terms have been prepared for use only with business customers.
6. No Support Obligation
- 6.1 The Licensor, subject to clause 5, assumes no obligation to provide assistance of any kind whatsoever in connection with the Software and/or the Licensed Materials, including without limitation support, maintenance, or the provision of updates or new releases of the Licensed Materials. Any support, maintenance, updates or new releases of the Licensed Materials that the Licensor may in its sole discretion choose to provide or supply shall be subject to the Licensee entering into a support agreement with the Licensor and shall be subject to the payment of any additional support fees, as may be applicable from time to time.
- 7.1 The Licensed Materials are the proprietary confidential information of the Licensor and its licensors. The Licensee agrees not to provide or disclose the Licensed in whole or in part to any third party, other than as permitted pursuant to clause 3.2.
- 7.2 The provisions of clause 7.1 will not apply to any information which is:
- 7.2.1 lawfully obtained free of any duty of confidentiality (otherwise than directly or indirectly from the Licensor); or
- 7.2.2 already in the Licensee's possession, provided that Licensee can show such possession from written records (other than as a result of a breach of this clause 7); or
- 7.2.3 which the Licensee can demonstrate is in the public domain (other than as a result of a breach of this clause 7).
- 7.3 To the extent that any information is necessarily disclosed pursuant to a statutory or regulatory obligation or court order, such disclosure shall not be a breach of this clause 7.
8. Limitation And Exclusion Of Liability
- 8.1 Save as provided in the limited warranty provided in connection with the Software pursuant to clause 4, the Licensed Materials are provided "as is" with no representation, guarantee or warranty of any kind as to their functionality or suitability for the Licensee's specific requirements. The Licensed Materials have been prepared in light of professional training requirements in the UK, and no consideration has been made of any standards that may apply elsewhere in the world. It is the responsibility of the Licensor to determine whether or not the Licensed Materials are suitable for its particular needs, and the Licensor provides these materials as additional resource only. The Licensor does not accept any liability where the Licensed Materials do not meet any particular or individual requirements that the Licensee may have.
- 8.2 The Licensor does not exclude its liability (if any) to the Licensee:
- 8.2.1 for breach of the Licensor's obligations arising under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;
- 8.2.2 for personal injury or death resulting from the Licensor's negligence;
- 8.2.3 for any matter for which it would be illegal for the Licensor to exclude or to attempt to exclude its liability; or
- 8.2.4 for fraud.
- 8.3 The Licensor shall not under any circumstances whatever be liable to the Licensee, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
- 8.3.1 loss of profits, sales, business, or revenue;
- 8.3.2 business interruption;
- 8.3.3 loss of anticipated savings;
- 8.3.4 loss or corruption of data or information;
- 8.3.5 loss of business opportunity, goodwill or reputation.
- 8.4 Subject to clauses 8.1, 8.2 and 8.3 the Licensor's aggregate liability under this Licence (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct or consequential loss (all three of which terms include without limitation of profits, loss of business, depletion of goodwill and like loss) howsoever caused (other than for death or personal injury caused by the Licensor's and its employees' or agents' negligence as defined in section 1 Unfair Contract Terms Act 1977) will be limited to the Licence Fee for the Licence of the Licensed Materials as set out in this Licence.
- 8.5 This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Licensed Materials. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Licensed Materials which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
9. Term And Termination
- 9.1 The Licence shall continue for a period of twelve (12) months unless terminated earlier by the Licensor under clause 3.5 or clause 9.5, or until the Licensee enters into a new licence with the Licensor in connection with any update of the Licensed Materials in the future.
- 9.2 Upon expiry or termination of this Licence, the Licensee shall not be able to access any of the Licensed Materials.
- 9.3 The clauses in this Licence which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
- 9.4 The Licensor may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which the Licensee fails to remedy (if remediable) within 14 days after the service of written notice requiring the Licensee to do so.
- 9.5 Upon expiry or termination for any reason:
- 9.5.1 all rights granted to you and the Users under this Licence shall cease;
- 9.5.2 you must, and must procure that Users, immediately cease all activities authorised by this Licence;
10. Communications Between Us
- 10.1 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the Licensed Materials.
- 10.2 Please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
11. Events Outside Our Control
- 11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 11.2.
- 11.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
- 11.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
- 11.3.1 our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
- 11.3.2 we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.
12. Security and Data
- 12.2 We store audit site (https://audittool.sssaudit.co.uk) user names, email addresses and encrypted passwords for you to record audit progress and results and to communicate a password reset if requested. We never contact individual users for any other purpose. We do not store or use any other data on you or any of your registered users.
- 12.3 It is your responsibility to ensure that you keep your user name, password or other security features associated with your use of the Licence and your account safe and secure. You should not choose security details which are easy to guess or which other people might know. You must keep your security details safe and should not disclose these to anyone or write them down in a way in which someone else can find out what they are.
- 12.4 If you have any knowledge or any suspicion that any of these security features have been stolen, misappropriated, used without authorisation or otherwise compromised you must contact us as soon as possible. We may not be liable to you for any loss caused to you if you fail to do so.
- 12.5 Our secure https service stores users’ names, email addresses and test results. Our server is a virtual cloud server running ColdFusion 2016 Standard with Gold Server management. It has BitDefender Antivirus installed and sits behind a virtual (ArcusWall) firewall.
- 12.6 When your subscription expires we will store your account data for 90 days to allow you to re-subscribe without losing historical data, after which all records will be permanently deleted. If you would like your data to be deleted sooner, please email firstname.lastname@example.org from your Administrator email address with your request. Following our receipt of your request, your account with be deleted within 24 hours.
13. Use Of The Websites & Privacy
- 13.1 The terms of our "Website Terms and Conditions" shall apply to your use of the Websites, save that the first section of these terms, entitled "Terms of business" shall not apply to your purchase of this Licence.
14. Governing Law And Jurisdiction
- 14.1 The formation, existence, construction, performance, validity and all aspects whatsoever of this Licence or of any term of this Licence will be governed by the law of England and Wales, and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.
- 15.1 If any clause or part of this Licence is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this Licence and will be ineffective without, as far as is possible, modifying any other clause or part of this Licence and this will not affect any other provisions of this Licence which will remain in full force and effect.
16. No Waiver
- 16.1 No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
17. No Third Party Rights
- 17.1 The parties to this Licence do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
18. Entire Agreement