Terms and Conditions

OyezStraker Limited

Registered Office: Unit 4, 500 Purley Way, Croydon, Surrey CR0 4NZ

Licence Agreement

The Oyez Legal Software Licence Agreement - Oyez Forms Lite CD Version

NOTE: THIS OYEZ LEGAL SOFTWARE PRODUCT IS PROVIDED AND MAY ONLY BE RETAINED AND USED IF THE CUSTOMER AGREES TO AND ACCEPTS ALL THE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT ALL OF THESE TERMS AND CONDITIONS, DO NOT PROCEED WITH THE ORDERING AND PURCHASE OF THIS PRODUCT.

1. LICENCE AGREEMENT

1.1.1 Upon accepting these terms Oyez Professional Services Limited ("Oyez" which expression shall includes its subsidiaries, agents, successors and assigns) thereupon grants and the Customer accepts, a personal, non-exclusive, non-transferable licence to Use (as defined below) in the United Kingdom the computer program and the Forms contained therein ("the Licensed Program") and associated documentation, ("the Documentation") that will be delivered with a copy of this Licence Agreement under the following terms and conditions.

1.1.2 This Licence Agreement entitles the Customer to load and Use in accordance with the provisions of Clause 3 of this Licence Agreement solely for the Customer's own professional business purposes the Licensed Program contained in this package on a single personal computer ("PC"), or on a single computer system for a period of 365 days.

2. ACCEPTANCE OF THIS LICENCE AGREEMENT

The terms and conditions of this Licence Agreement are deemed to be accepted by the parties as follows:
1.1 by Oyez upon dispatch/delivery by Oyez of the program to the Customer direct or to Oyez's agent as the case may be; and
1.2 by the Customer when pressing the "I accept terms" button displayed at the end of this agreement whereupon this Licence Agreement shall immediately become effective.

3. USE OF THE LICENSED PROGRAM

For the purposes of this Licence Agreement "Use" shall mean and include:
3.1 utilization of the Licensed Program by copying, transmitting or loading the same into the temporary memory (RAM) of the PC or System for the processing of the PC or System instructions or statements contained in such Licensed Program;
3.2 utilizing (but not copying) the Documentation relating to the Licensed Program.

4. TERMINATION

4.1 Oyez may terminate this Licence Agreement forthwith if the Customer fails to observe any of the terms and conditions of this Licence Agreement upon giving the Customer written notice to that effect.
4.2 Oyez may terminate this Licence Agreement forthwith on written notice if the Customer, being a body corporate shall have a receiver, administrator or administrative receiver appointed over all or any of its assets or if a petition is presented for its winding up or, being a firm or partnership or sole trader shall be dissolved (other than for the purposes of retirement or accession of individual partners) or commit any act of bankruptcy or have a receiving order made against him or suffer any similar process of insolvency.
4.3 Oyez or the Customer may terminate this License Agreement by giving three months written notice.
4.4 In the event of the termination of the Licence Agreement the Customer will destroy the Licensed Program and all updates, upgrades or copies in whole or in part, in any form including partial copies or modifications of the Licensed Program received from Oyez or made in connection with this Licence Agreement and all Documentation.

5. THE CUSTOMER'S UNDERTAKINGS

5.1 The Customer undertakes not to perform any of the acts referred to in this Clause 1.5.1 except to the extent and only to the extent permitted by this Licence Agreement. The Customer undertakes:
5.1.1 not to copy the Licensed Program;
5.1.2 not to translate, adapt, vary or modify the Licensed Program;
5.1.3 not to disassemble, decompile or reverse engineer the Licensed Program.
5.2 The Customer undertakes:
5.2.1 to supervise and control Use of the Licensed Program in accordance with the terms of this Licence Agreement;
5.2.2 to ensure that its employees, agents and other parties who will use the Licensed Program are notified of this Licence Agreement and the terms hereof prior to such employee, agent or party using the same;
5.2.3 not to provide or otherwise make available the Licensed Program in whole or in part (including, where applicable, but not limited to program listings, object code and source program listings, object code and source code), in any form to any person other than the Customer's employees or as specified in Clause 5.2.2 above without prior written consent from Oyez;
5.2.4 within 14 days after the date of termination or discontinuance of this Licence Agreement for whatever reason, to destroy the Licensed Program and all updates, upgrades or copies, in whole and in part, in any form including partial copies or modifications of the Licensed Program received from Oyez or made in connection with this Licence Agreement, and all documentation relating thereto.

6. PAYMENT

6.1 The Customer will pay to Oyez the Licence Fee and all other charges, which fall due under this Licence Agreement.
6.2 Where applicable VAT and any other taxes, duties or levies will be paid additionally by the Customer at the rate prevailing at the date of invoice.

7. WARRANTY

7.1 Oyez warrants the disks or other media containing the Licensed Program to be free from defects in materials and workmanship under normal Use by the Customer.
7.2 Subject to Clause 7.1, to the extent the Licensed Program is provided "as is" without warranty of any kind, either expressed or implied or statutory, including, without limitation, implied warranties or merchantability and fitness for any particular purpose.

8. ASSIGNMENT

The Customer shall not assign or otherwise transfer all or any part of the Licensed Program or any rights under this Licence Agreement without the prior written consent of Oyez.

9. LIMITATION OF LIABILITIES

9.1 Oyez shall not be liable to the Customer for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Licence Agreement, the Licensed Program, its use or otherwise, except to the extent that such liability may not be lawfully excluded under English law.
9.2 Notwithstanding the generality of Clause 9.1 above, Oyez expressly excludes liability for indirect, special, incidental or consequential loss or damage which may arise in respect of the Licensed Program, its use, the System or in respect of other equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings.
9.3 In the event that any exclusion contained in this Licence Agreement shall be held to be invalid for any reason and Oyez becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the Licence Fee paid by the Customer for the Licensed Program.
9.4 Oyez does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of Oyez, its employees, agents.

10. COPYRIGHT, PATENTS, TRADE MARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS

The Customer acknowledges that any and all of the copyright, trade marks, trade names, patents and other intellectual property rights subsisting in or used in connection with the Licensed Program including the Documentation are and remain the sole property of Oyez and/or the Owner. The Customer shall not during or at any time after the expiry or termination of this Licence Agreement in any way question or dispute the ownership by Oyez and/or the Owner thereof.

11. CONFIDENTIAL INFORMATION

11.1 All information, data, drawings, specifications, logic, descriptions, models, documentation, software listings or source or object code which Oyez may have imparted and may from time to time impart to the Customer relating to the Licensed Program (other than the ideas and principles which underlie the Licensed Program) is proprietary and confidential. The Customer hereby agrees that it shall use the same solely in accordance with the provisions of this Licence Agreement and that it shall not at any time, during or after expiry or termination of this Licence Agreement, disclose the same, whether directly or indirectly, to any third party without Oyez's prior written consent.
11.2 The Customer further agrees that it shall not itself or through any subsidiary, agent or third party use such confidential information to copy, reproduce, translate, adapt, vary, modify, decompile, disassemble or reverse engineer the Licensed Program nor shall the Customer sell, lease, license, sub-license or otherwise deal with the Licensed Program or any part or parts or variations, modifications, copies, releases, versions or enhancements thereof or have any software or other program written or developed for itself based on any confidential information supplied to it by Oyez.
11.3 The foregoing provisions shall not prevent the disclosure or use by the Customer of any information which is or hereafter, through no fault of the Customer, becomes public knowledge or to the extent permitted by law.

12. FORCE MAJEURE

Oyez shall be under no liability to the Customer in respect of anything which, apart from this provision, may constitute breach of this Licence Agreement arising by reason of force majeure.

13. GENERAL

13.1 This Licence Agreement sets forth the entire agreement of the parties relating to the Licensed Program.
13.2 Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of that party's rights hereunder nor in any way affect the validity of the whole or any part of this Licence Agreement nor prejudice that party's rights to take subsequent action.
13.3 This Licence Agreement shall be governed by and construed in accordance with the Laws of England.
13.4 If any provision of this Licence Agreement is ruled invalid under any law it shall be deemed modified or omitted to the extent necessary and the remainder of this Licence Agreement shall continue in full force and effect.