EasyPay
Software Licence Agreement
Last revision 1st December 2008
This agreement describes the terms and conditions for the use of the
EasyPay software which accompanies this agreement, which we refer to as
'Software'.
1 This agreement is between Rock IT Limited (Gibraltar company
registered number 99506) whose registered office is at 279 Main Street,
Gibraltar (which we refer to as 'we' or 'us' in this agreement) and you,
the individual or organisation which is registered to use the Software
(which we refer to as 'you' in this agreement). By entering into this
agreement we both acknowledge that we both intend to be bound by this
agreement and to follow its terms. In return for you doing this, we
agree to let you use the Software as described in this agreement.
2 Acceptance of this agreement starts when either;
2.1 you indicate you accept this agreement during installation of the
software, or
2.2 you have the software installed for longer than ten days.
3 If you do not accept this agreement or wish to terminate it, you
should contact your supplier as soon as possible. You should also
permanently delete the Software permanently from all computers which it
has been installed on, as soon as possible. Once you have notified your
supplier in writing that you wish to terminate this licence agreement,
we or they may need to verify that you have permanently deleted it, and
we or they may contact you to discuss this.
4 Provided you have paid any applicable fee to use the Software and have
accepted this agreement in one of the ways set out in paragraph 2, we
grant you licence to use the Software in the way described in this
agreement. You may not use the Software in any other way and we warrant
that we have all right and entitlement to grant you a licence in
accordance with this agreement
4.1 Your Licence is non-exclusive, which means that we may grant the
same and similar rights to others.
4.2 At all times you must only use the Software for your legitimate
business purposes and with your own data or the demonstration data
supplied with the Software.
4.3 This Licence allows you to use the object code of the Software only.
This code is a set of written instructions that a computer can read, but
which is difficult for a person to understand.
4.4 If you are using a demonstration or evaluation copy of the Software,
or we have informed you that you may only use it for a limited period
for another reason, then you may only use it for the limited period of
time that was communicated to you when we (or your supplier) provided
the Software to you. Please note that demonstration and evaluation
copies of the software may only work for a limited period of time, or,
after the initial demonstration or evaluation period, may only work in a
limited way. After the demonstration or evaluation period has expired,
then the software must be deleted from all your systems within 30 days.
4.5 Otherwise the Licence for the Software is valid for a maximum of one
year. The licence period ends on 30th June of the following year. After
this time the licence must be renewed, otherwise this agreement is
terminated and the software must be deleted as per this agreement.
4.5.1 The annual licence may be renewed through the annual subscription
service or by purchasing Replacement software from us. You should note
that the Licence may be ended if the circumstances described in
paragraph 9 arise.
4.5.2 The annual subscription service extends the licence by one year
from 1st July of that year. The subscription service, after the
appropriate fees have been paid, entitles you to use any updates to the
software that are made within the subscription period. In addition the
subscription entitles you to have access to EasyPay support services
during the subscription period.
4.5.3 We will grant you a grace period of 1 month in which to renew this
licence each year. Failure to renew within this period will result in
the termination of the agreement.
4.6 The licence permits you to use the software up to the specified
number of employees. The number of employees will depend on the licence
fee you have paid and is normally specified on your invoice, but may be
communicated to you in another way. This number is the maximum number of
employee records that your system is licensed to hold.
4.6.1 The software is also licensed per database. If there is a
requirement for more than one database then an additional separate
licence must be purchased for each additional database.
4.6.2 There is no additional charge or restriction imposed for the
number of clients (i.e. users) of the software.
4.6.3 You may reduce the number of employees in the Software at any one
time, but if you do this we will not give you a refund.
4.6.4 If you exceed the number of employees specified in your licence
then you should notify your supplier immediately to purchase an upgrade.
4.6.5 By 'employee' we mean an individual whose employment details you
manage using the Software, whether or not they are currently employed by
you. For example an 'employee' could be a leaver or non-executive
director, as well as a true employee.
4.7 The software includes a mechanism which ensures that only the
correct number of employee records is in use in the Software at one
time. If this mechanism prevents you from using the Software, please
contact us.
4.8 Every year there may be changes to legislation which affect payroll
software, including changes to employment, tax and national insurance
legislation. If we indicate that the payroll software complies with any
legislation, we mean that it complies with the legislation in the tax
year indicated.
4.8.1 We are not responsible for any future changes in legislation that
may affect the use of the software. We do however advise that you
contact us for advice, if future legislation is introduced that affects
the use of the software.
4.9 If you have received additional documentation from us which includes
wording that says you may use the Software in a different way, or on a
different basis to what is described in this agreement, the wording in
that documentation overrides this agreement. For example, this applies
to the business partner agreement.
4.10 Some features of the Software are dependent on third party
technology. Subject to paragraph 8.3, we are not responsible for any
failure or problem with any third party technology and will not be
liable for such failures or problems.
4.11 The Software may not be transferred to any other person or
organisation. For example you may not sell it if you no longer wish to
use it, and (in line with paragraph 9.2) if you become insolvent, an
insolvency practitioner may not pass on the Software as part of the
assets of your business. Rock IT will however permit a transfer of this
software licence to another party only in circumstances where an
application is made in writing providing formal proof that the other
party belongs to the same legal entity as you. .
4.12 You may transfer a copy of the EasyPay database between servers
owned by you, so long as you always use the Software in accordance with
this agreement. You may need an activation code in order to do this (see
paragraph 5.3). Once you have transferred a copy of the EasyPay Database
, you must permanently delete the Software from the original servers on
which it was installed.. You may not install more than one copy of the
EasyPay Database per licence.
5.1 As part of the Software, you may receive other software which is not
owned by us (for example database software). You may not use software
owned by others by itself - you may only use it in the course of using
the Software. If you do use software owned by others, you agree to
comply with any licence agreement which accompanies that other software.
If there is no licence agreement with that other software, this
agreement will apply to your use of that other software. You also agree
to comply with any other requirements about using that other software
which we tell you about from time to time. The owners of that other
software keep all relevant rights and ownership (including ownership of
copyright and other intellectual property rights) in their own software
and in all copies of it.
5.2.1 You must not change or take apart the Software, nor allow anyone
else to do so. Please contact us if you wish to do this, when we will
try to help if you wish to do this for a legitimate reason and at the
very least fulfil our legal obligations.
5.2.2 You must not copy any of the Software, nor allow anyone else to do
so. As an exception to this you may make one back-up copy of it. This
back-up copy may only be used on a server (i.e. in a 'live environment')
if you need to use it because your original copy is no longer available.
For clarity, we are not trying to restrict how many copies of your own
data you make, as you are free to make as many copies of your own data
as you like.
5.3.1 The Software must be activated with an activation code. You agree
from time to time to provide us or your supplier with the information
which we reasonably require from you, so that we can supply your
activation code. Without this information we or your supplier will not
be able to activate your Software and you will not be able to use it.
5.3.2 We will use any information you provide us under this Agreement
to: (a) manage and administer your use of our Software; (b) fulfil our
contractual obligations under this agreement or any other agreement we
may have with any of our licensors and sub-contractors; (c) contact you
to see if you would like to take part in our customer research; (d)
contact you about our other products and services, and (e) those of
others which we think you will be interested in. If we do contact you in
this way, we will try to speak to the relevant person in your
organisation, and we may contact you directly, or use other
organisations which we have hired to contact you for us.
5.3.4 In addition to the mechanism described at paragraph 4.7, the
Software may contain technology which ensures that you only use the
Software in the intended manner. You agree that we may include this
technology in the Software and that (if contained in the Software) it
will start working once the Software is activated.
5.4 This paragraph is included to make clear that certain use of our
Software is not permitted. The following list gives some examples of
things you must not do with the Software, and you must ensure that no
one else does them with your copy of the Software.
5.4.1 You must not use the Software in any way other than as
specifically permitted by this agreement, or as separately permitted by
us in writing.
5.4.2 The Licence is non-transferable. This means that you must not pass
the Software on to another person or organisation in any way, whether or
not you are paid money to do so. For example, you may not sell the
Licence or the Software, including if someone buys the assets of your
business.
5.4.3 You must not make the Software available for anyone else to use or
access, nor give anyone else any right (of any kind) to distribute or
exploit the Software in any way. Please also note that you may not use
the Software to permit anyone other than your users to have remote
access to the Software, for example by providing the Software as a
service - sometimes called a hosted service or application service
provider (ASP) service.
5.4.4 You must not use, nor try to use, the Software in a way which we
have not specifically permitted. For example you must not try to make
the Software work in a particular way if it does not usually work that
way.
5.4.5 The following sentence is to make it clear that we do not want
anyone to use our Software to develop their own software. You must not
use or copy (no matter how much is copied) the whole or any part of the
Software's graphical user interface, operating logic or underlying
database structure for incorporation into or the development of any
software or other product or technology.
5.4.6 In the unlikely event that we believe your use of the Software may
break any part of this agreement, we will check by asking one of your
directors, partners or similar senior managers to confirm to us in
writing that you have complied with all parts of this agreement. If
despite this we tell you in writing that we believe you may not have
complied with any part of this Agreement, you now give us permission to
visit your office(s) during normal office hours (subject to providing at
least 7 working days’ notice), to carry out an audit of your relevant
systems and records to check this. You agree not to revoke this
permission. When carrying out this audit, we will minimise the
disruption to your business and you will give us your reasonable
assistance.
5.5 Although you have rights to use the Software as described in
paragraph 4, we have not passed ownership of the intellectual property
rights in the Software to you. We (or the owner of the Software, if we
are not the owner) continue to own the intellectual property rights in
the Software including any Replacement Software and any copies of it
made by you. The only rights you have to the Software and any related
materials are the Licence (to use the Software as described in paragraph
4) and any other rights specifically given to you in this agreement.
6.1 If you obtain Replacement Software which replaces all or part of the
Software (for example a new release) the Licence described in paragraph
4 will cover you to use it, from the date you first use Replacement
Software. To allow a smooth change over to the Replacement Software, you
may continue to use both the Software and the Replacement Software for 1
month. Then the Licence to use the Software will stop and only cover the
Replacement Software.
6.2 We may stop providing technical support and/or Replacement Software
for the Software at any time, though we will give you a reasonable
amount of notice if we decide to stop providing this, and our doing so
will not affect your Licence to use the Software.
6.3 From time to time we may introduce separate software which is
similar to the Software or capable of being integrated with the
Software.
7.1 As part of the warranty we offer you under this licence, if any
software bugs appear during the duration of this licence then please
notify us. We will try to replicate and verify the problem. If we are
able to replicate and verify it, we may at our discretion, develop
Replacement Software to correct the problem.
7.2 In relation to the Software, we do not make any promises or give any
assurances about any of the following:
7.2.1 that the Software will meet your requirements;
7.2.2 that there will be no interruptions in your use of the Software.
This is because like all software, there may be defects in the Software,
despite the fact that we follow good industry standards when testing the
Software before it is released;
7.2.3 that you will be able to use the Software in any particular way;
7.2.4 that you will get particular outputs from the Software; and
7.2.5 that the results of your use of the Software, for example in terms
of content, correctness, accuracy, reliability or otherwise, will be to
a certain standard.
The fact that you have you told our representative about your intended
use will not affect the disclaimer in the previous sentence. This is
because the Software has been developed for use by many different types
of users and it is your responsibility to set up the Software so that
you can use it in the particular way you require, and to use it as best
suits your circumstances and needs.
7.3 We give you a warranty that we will use our reasonable skill and
care in providing any service to you under this agreement.
7.4 This agreement describes all of the obligations and responsibilities
we owe you for the Software. Unless it is contained in this agreement,
we are not bound by any other contractual terms, warranties, or other
type of promise, whether given specifically or not. To the fullest
extent the law allows it, we are not bound by any binding term,
warranty, or other type of promise about the Software which might
otherwise be introduced into this agreement by the automatic effect of
law. Every statement in this paragraph is subject to paragraph 8.3
8.1 Our maximum responsibility and liability (including for negligence)
in relation to this agreement will be limited to paying you an amount
equal to the total amount of fees you paid for the Licence to use the
Software.
8.2 In no event will we be responsible for any of the following:
8.2.1 financial or similar loss of any kind, including for example: loss
of profits, business, chargeable time, anticipated savings, goodwill,
any business interruption or loss of or corruption to data; in each case
however caused and in each case whether caused directly or indirectly;
8.2.2 loss or damage which we could not have reasonably known about at
the time you entered this agreement (sometimes called indirect,
consequential, incidental or special damage);
8.2.3 losses you suffer which arise from you using the Software;
in each case described in paragraphs 8.2.1-8.2.3, even if we actually
knew or should have known about the possibility you could experience
such loss.
8.3 The following sentence is necessary under English law to help ensure
that we benefit from the protection given by the rest of this paragraph
8. Nothing in this agreement will prevent or limit either of our
liability for:
8.3.1 fraud;
8.3.2 death or personal injury arising out of our negligence; or
8.3.3 any legally binding promise which is implied by law, that we can
give you the Licence or that you can use the Software without
interference.
8.4 We both acknowledge that the allocation of risk and responsibility
in this agreement is reasonable because it reflects that:
8.4.1 it is not within our control how, and for what purposes, you use
the Software;
8.4.2 we have not developed it specifically for you; and
8.4.3 while we follow good industry practice, it is not economically
possible for us to exhaustively test the Software.
9.1 You may end this agreement at any time by writing to tell us. If you
do this, we will not give you a refund, and if any payment is
outstanding or you are making payments by direct debit, you will have to
immediately pay everything you owe by the end date of this agreement. If
you are receiving paid for technical support or any other service from
us and want to end that service, you should read the relevant contract
terms for information on how to stop that service.
9.2 This agreement will automatically (i.e. without us having to tell
you) and immediately end without refund if you become bankrupt (or
something similar happens) or your business is not able to pay its
debts, stops trading or becomes insolvent (or something similar
happens), or if any finance arrangement you have made with another party
in relation to the Software has ended for any reason without the finance
being paid in full. This means that in those circumstances the Licence
for the Software may not be transferred by any person. For example any
firm trying to sell your assets (such as an insolvency practitioner) is
not able to pass on the Software once you become insolvent, as the
Licence stops as soon as that happens.
9.3 If either of us discovers that the other has done something which is
not allowed by this agreement, or has not done something which is
required by it, the person who discovered the situation has the option
to give the other 30 days' advance written notice that they require the
situation to be remedied. If it is remedied in that time, that will be
the end of the matter. If it is not remedied in that time, the person
who discovered the situation will then have the option to end this
agreement by giving written notice to the other, when this agreement
will immediately end.
9.4 If we write to you asking you to do so, within ten working days of
the end of the Licence for any reason, you will uninstall the Software
and return it to us (including any whole or partial copies of it) and
provide a certificate signed by one of your directors, partners or
similar senior managers to confirm compliance with this paragraph 9.4.
9.5 No matter how this agreement ends, the data you store in the
Software remains your data and you are entitled to extract it from the
Software before the end of the agreement. However, your failure to
extract it will not prevent this agreement ending. To be clear, in those
circumstances we are under no obligation to extract your data from the
Software, nor to help you to do so.
10.1 Any supplier or business partner (accredited or not) from which you
buy the Licence is an independent contractor and is not appointed or
authorised by us as our servant or agent. No such person has any
authority or right to enter into any contract or provide any
representation, warranty or guarantee with or to you on our behalf, or
otherwise to bind us in any way at all. We are not responsible for any
modifications or mergers made to the Software by these organisations,
nor for anything they do or fail to do.
10.2 If you are purchasing a product or service directly from us and we
quote you a price on our web site or by telephone, that price is subject
to confirmation, which happens when we issue our invoice.
10.3 We own the rights in our Software and any related logos. Other
owners own the rights in their software and their logos. You do not
obtain any ownership of those rights or logos, and the rights you obtain
to access and use the Software and other software supplied with it are
as specifically described in this agreement.
10.4 If a court or similar body decides that any wording in this
agreement is invalid or unenforceable, that decision will not affect the
rest of this agreement, which will remain binding on both of us.
However, if the wording that is invalid or unenforceable can be made
valid and enforceable by deleting part of it, we will both treat the
wording as if it is deleted, so that the wording in question becomes
valid and enforceable.
10.5 If either of us fails or delays the exercise of any rights or
remedies under this agreement, we will not be deemed to have given up
those rights or remedies in any way.
10.6 This agreement is the entire agreement between you and us with
respect to your use of the Software, and supersedes all documentation,
information and other communications (in each case whether spoken or
written) between us with respect to such access and use. In case of any
inconsistency, the paper licence agreement overrides the terms of the
electronic licence agreement displayed by the Software.
10.7 It is important to us to have a direct relationship with the users
of our software, so you will not transfer this agreement to anyone else.
We reserve the right to transfer this agreement to another organisation
in the future.
10.8 From time to time we may modify this agreement by notifying you
that it has been modified. If you do not agree with those modifications,
please contact us as soon as possible. By making an additional purchase
from us (or your Software supplier) which relates to the Software after
you have been notified that this agreement has been modified, you
indicate your acceptance of those modifications.
10.9 If circumstances happen that are beyond our reasonable control, we
will not be liable for any failure to perform our obligations in this
agreement because of those circumstances, and we will be excused from
that failure for so long as those circumstances continue.
10.10 The following sentence means that only you, we and the owners of
other software owned by others (described in paragraph 5.1), can benefit
from the rights in this agreement. We both reserve the right to
terminate this agreement or change any term of it by written agreement
between ourselves, without the consent of any of those owners.
10.11 This agreement is governed by the laws of Gibraltar and we both
agree that the courts of Gibraltar will be the only courts that can
decide on legal disputes or claims about this agreement.
11 The following words have the following meanings when used in this
agreement:
11.1 Replacement Software' means any software we generally make
available to all our customers to replace all or part of the Software.
Replacement Software excludes anything which we inform you is separate
software, even if it is similar to the Software, or capable of being
integrated with the Software.
11.2 'Documentation' means the technical and user guides (including
guidance as to minimum system requirements) or similar documentation
(including the relevant support pages on our website but excluding
marketing and sales publications) which we make available for use with
the Software, and if relevant our invoice.