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This licence agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and Insly Limited of a company limited by shares incorporated and registered in England and Wales with company number 09139615 whose registered office is at International House, 1 St. Katherine’s Way, London E1W 1UN, England (“Licensor”, “us” or “we”) for integrated cloud computing solution www.insly.com for administrating insurance proposals, policies and related documents, including applications, software, hardware, data bases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith (the “Software”).
We licence use of the Software to you on the basis of this Licence. We do not sell the Software to you. We remain the owners of the Software at all times.
BY STREAMING THE SOFTWARE FROM THIS WEBSITE YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITIONS 4-6 (INCLUSIVE) AS SET OUT BELOW.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE THE ORDERING PROCESS NOW.
AS A CONSUMER, YOU HAVE THE RIGHT TO WITHDRAW FROM YOUR TRANSACTION WITHOUT CHARGE AND WITHOUT ANY REASON BEFORE YOU START STREAMING THE SOFTWARE.
HOWEVER, YOU WILL LOSE THE RIGHT TO CANCEL THE TRANSACTION ONCE YOU BEGIN STREAMING THE SOFTWARE.
THIS DOES NOT AFFECT YOUR CONSUMER RIGHTS FOR DEFECTIVE SOFTWARE.
You should print a copy of this Licence for future reference.
1.1 In consideration of payment by you of the licence fee as set out in the price list published on www.insly.com (the “Licence Fee”) and you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Software on the terms of this Licence. We will contact you at least one month in advance of any change to the Licence Fee.
1.2 The Licence Fee is chargeable for each user of the Software and you agree that the Software shall not be used as a multi-user or network licence exceeding the number of users for which the Licence Fee has been paid.
1.3 All Licence Fees are non-refundable, i.e. there are no refunds or credits available for periods where you did not use the Software, used it only partially, replaced any Software with new or updated Software or terminated this Licence prior to end of any month of the Term.
1.4 All Fees are exclusive of all taxes, levies or duties applicable under any legal acts or imposed by tax authorities, unless stated otherwise in this Licence. Payment of such taxes, levies or duties is your responsibility.
1.5 We may seek pre-authorisation of your credit card account prior to your purchase of the Software in order to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You authorise such credit card account to pay any amounts described herein, and authorise us to charge all sums described this Licence to such credit card account. You agree to provide us with updated information regarding your credit card account upon our reasonable request and any time the information earlier provided is no longer valid.
1.6 The Licence Fee shall not be payable by you until a period of 2 weeks (the “Trial Period”) but shall be payable thereafter on a monthly basis, subject to the terms of this Licence.
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
(a) not to copy, or otherwise attempt to copy, the Software other than for a purpose permitted by this License;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software;
(c) 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:
(i) is used only for the purpose of achieving inter-operability of the Software with another software program; and
(ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
(iii) is not used to create any software which is substantially similar to the Software; and
(d) to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence.
3.1 You acknowledge that all intellectual property rights in the Software anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use them in accordance with the terms of this Licence.
3.3 You retain all your ownership rights in your documents of any kind (including images, spreadsheets and text files) that are inserted or uploaded to the Software by you and any other digital data and information, which is subjected to or inserted in the Software by you (the “Client Data”). We do not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommend that you think carefully about what you transmit, submit or post to or through the Software. You hereby confirm that you understand that all information contained in Client Data is your sole responsibility. This means that you, and not us, are entirely responsible for all Client Data that you upload, post, transmit, or otherwise make available through the Software, as well as for any actions taken by us or other persons as a result of such Client Data.
4.1 You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documents meet your requirements.
4.2 Nothing in this Licence shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability that cannot be excluded or limited by English law.
4.3 Other than the losses to business users set out in condition 5.2 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 12 months of payment of any Licence Fee received by us. This maximum cap does not apply to condition 4.2.
5.1 If you are a business customer, we only supply the Software and Documents for internal use by your business, and you agree not to use the Software or Documents for any re-sale purposes.
5.2 We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss or corruption of data or information;
(e) loss of business opportunity, goodwill or reputation; or
(f) any indirect or consequential loss or damage.
5.3 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documents. 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 Software and Documents 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.
6.1 If you are a consumer, we only supply the Software and Documents for domestic and private use. You agree not to use the Software and Documents for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
6.2 We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this Licence or our negligence up to the amount specified in condition 4.3, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the Licence.
7.1 We may terminate this Licence immediately by written notice to you if:
(a) you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or
(b) you fail to pay the License Fee for any two months.
7.2 You or we may terminate this License by giving the other party three months’ prior written notice.
7.3 Upon termination for any reason:
(a) all rights granted to you under this Licence shall cease and you and each of your users shall immediately cease to have access to the Software and the Client Data; and
(b) you must immediately cease all activities authorised by this Licence.;
7.4 If you provide written request to us to terminate this Licence, then we shall use reasonable endeavours to permanently delete all Client Data as soon as practicable following such date that is one month after termination (the “Termination Period”) (but no later than twelve months of receipt of such request), provided that we shall not delete the Client Data prior to the expiry of the Termination Period. If we receive written confirmation from you prior to the expiry of the Termination Period that you wish us to export all Client Data and deliver this to you, we shall do so but reserve the right to charge for and receive from you, prior to delivery of the Client Data, our reasonable costs and expenses in doing so.
8.1 If you are a consumer, if you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail to email@example.com. We will confirm receipt of this by contacting you in writing, normally by e-mail.
8.2 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 Software.
8.3 If you are a business customer, 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.
9.1 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 condition 9.2.
9.2 An “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
9.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
(a) 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
(b) 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.
10.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
10.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
10.3 If you are a business customer, this Licence constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this in this Licence or any document expressly referred to in it.
10.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
10.5 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
10.6 If you are a consumer, please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
10.7 If you are a business customer, this Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.