End User Licence Agreement (EULA)

EFFECTIVE FROM 22/03/2019

PLEASE READ THESE LICENCE TERMS CAREFULLY

BY USING THE SOFTWARE YOU AGREE TO THESE TERMS AND OUR SAAS AGREEMENT WITH YOUR ORGANISATION. IF YOU DO NOT AGREE TO THESE TERMS OR OUR SAAS AGREEMENT, PLEASE DO NOT USE THE SOFTWARE.

Who we are and what this agreement does

We are IMP Software Ltd (IMP), Stratus House, Emperor Way, Exeter Business Park, Exeter, EX1 3QS. We license you to use:

·          the data supplied with the software and any updates or supplements to it (Software);

·          the related online documentation (Documentation); and

·          the service you connect to via the Software and the content we provide to you through it (Service).

as permitted in these terms.

Contact us

You can contact our customer service team using the details set out on our Contact Us page.

Other terms may also apply

If there is any conflict between this EULA and our other terms, which form part of this EULA (including our Privacy Policy) the other terms shall apply in priority.

Your privacy

Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data, and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in our Privacy Policy and it is important that you read that information.

Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Software or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

Operating system requirements

The minimum operating requirements of the Software will be set out to you at the point of download. If your device does not meet the minimum operating requirements, the Software may not function correctly.

Support for the Software and how to tell us about problems

Support. If you want to learn more about the Software or the Service or have any problems using them please log a support call at support@impsoftware.co.uk or contact us using the details set out above.

Complaints. If you think the Software or the Services are faulty or misdescribed please please log a support call at support@impsoftware.co.uk or contact us using the details set out above.

How we will communicate with you. If we have to contact you we will do so by email or within the Software.

How you may use the Software, including how many devices you may use it on

In return for your agreeing to comply with these terms you may:

·          access the Software from any compatible device and view, use and display the Software and the Service on such devices. Use any Documentation to support your permitted use of the Software and the Service; and

·          receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as we may provide to you.

You must be 18 or over and operating in the course of business to accept these terms and download the Software.

We are giving you personally the right to use the Software and the Service as set out above.  You may not transfer the Software or the Service to someone else, whether for money, for anything else or for free. If you sell any device on which the Software is installed, you must remove the Software from it.

Changes to these terms

We may need to change these terms to reflect changes in law or best practice, to deal with additional features which we introduce or to reflect a change to our terms of business. We will give you at least 30 days written notice of any change with details of the change or notifying you of a change when you next start the Software.

If you do not accept the notified changes you will not be permitted to continue to use the Software and the Service.

Update to the Software and changes to the Service

From time to time we may automatically update the Software and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively we may ask you to update the Software for these reasons.

If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the Software and the Services.

If someone else owns the device you are using

If you download or stream the Software onto any device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these terms, whether or not you own the device.

We may collect technical data about your device

By using the Software or any of the Services, you agree to us collecting and using technical information about the devices you use the Software on and related software, hardware and peripherals to improve our products and to provide any Services to you. All data will be processed in accordance with our Privacy Policy.

We are not responsible for other websites we link to

The Software or any Service may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).

You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by third parties.

Licence restrictions

You agree that you will:

·          not rent, lease, sub-license, loan, provide, or otherwise make available, the Software or the Services in any form, in whole or in part to any person without prior written consent from us;

·          not copy the Software, Documentation or Services;

·          not translate, merge, adapt, vary, alter or modify, the whole or any part of the Software, Documentation or Services nor permit the Software or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Software and the Services on devices as permitted in these terms;

·          not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software or the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Software to obtain the information necessary to create an independent program that can be operated with the Software or with another program (Permitted Objective), and provided that the information obtained by you during such activities is:

·          not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and

·          not used to create any software that is substantially similar in its expression to the Software;

·          kept secure; and

·          used only for the Permitted Objective;

·          comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Software or any Service.

Acceptable use restrictions

You must not:

·          use the Software or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Software, any Service or any operating system;

·          infringe our intellectual property rights or those of any third party in relation to your use of the Software or any Service (to the extent that such use is not licensed by these terms);

·          transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Software or any Service;

·          use the Software or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

·          collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.

Intellectual property rights

All intellectual property rights in the Software, the Documentation and the Services throughout the world belong to us (or our licensors) and the rights in the Software and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the Software, the Documentation or the Services other than the right to use them in accordance with these terms.

Our responsibility for loss or damage suffered by you

When we are liable for damage to your property. We are only liable to you where defective digital content that we have supplied damages a device or digital content belonging to you. We will either repair the damage or pay you compensation. However, we will not be liable for damage caused by malicious code, viruses or harmful data or that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum operating requirements advised by us or failure to update your operating system to the most up-to-date version.

Limitations to the Software and the Services. The Software and the Services are provided for general information purposes only. Although we make reasonable efforts to update the information provided by the Software and the Service, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date. For the avoidance of doubt, we make no representations, warranties or guarantees, whether express or implied, that the information provided by the individual users making listings on the Software is accurate, complete or up to date.

Please back-up content and data used with the Software. We recommend that you back up any content and data used in connection with the Software, to protect yourself in case of problems with the Software or the Service.

Check that the Software and the Services are suitable for you. The Software and the Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the Software and the Services (as described in the Documentation) meet your requirements.

We are not responsible for events outside our control. If our provision of the Services or support for the Software or the Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Services you have paid for but not received in accordance with our terms of business.

We may end your rights to use the Software and the Services if you break these terms

We may end your rights to use the Software and Services at any time by contacting you if you have broken these terms in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so.

If we end your rights to use the Software and Services:

·          you must stop all activities authorised by these terms, including your use of the Software and any Services;

·          you must delete or remove the Software from all devices in your possession and immediately destroy all copies of the Software which you have and confirm to us that you have done this; and

·          we may remotely access your devices and remove the Software from them and cease providing you with access to the Services.

We may transfer this agreement to someone else

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

You need our consent to transfer your rights to someone else

You may only transfer your rights or your obligations under these terms to another person if we agree in writing.

No rights for third parties

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

If a court finds part of this contract illegal, the rest will continue in force

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

Even if we delay in enforcing this contract, we can still enforce it later

Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

Which laws apply to this contract and where you may bring legal proceedings

The validity, construction and performance of the Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.