Terms & Conditions
Civil and Structural Computer Services Limited
3 Castle Street
Co. Antrim BT38 7BEA
MasterSeries Licence Agreement
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE RELEASING YOUR HARDWARE LOCK. RELEASING THE HARDWARE LOCK AND USING THE SOFTWARE INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THEM, YOU SHOULD PROMPLY RETURN THE PACKAGE WITH THE HARDWARE LOCK UNRELEASED; AND YOUR MONEY WILL BE REFUNDED.
You are granted a non-exclusive non-transferable and non-assignable licence to use the Software. The maximum number of simultaneous users and the available modules in the MasterSeries (The Software) are specified in your Invoice and enforced by the software and the hardware lock (The Dongle).
The software may only be used in accordance with the terms and conditions set out in the MasterSeries Licence Agreement and specifically only by employees or directors of the Client Company (Customer) as named in the Invoice.
It shall be your sole responsibility to ensure that the personnel operating or supervising the operation of the Software is an adequately qualified person or where appropriate a Chartered Civil or Structural Engineer.
Risk in the hardware lock (Dongle) shall pass to You on delivery. Without prejudice to the foregoing, in the event that the hardware lock is lost or stolen, Your licence to use the Software shall cease and, in particular but without limitation, You shall not be entitled to continue using the Software without having been granted (and You having paid for) another Software licence in respect thereof at the reduce rate of “Second Copy – Same Site”. You acknowledge that it shall be its responsibility to adequately insure the hardware lock against potential loss as from delivery.
Damaged hardware locks shall be replaced upon return to C&SCS Ltd. for a nominal charge of £100 + PP (Outside UK and Ireland) + (VAT when applicable).
You shall not:
- use, copy or transfer copies of the Software except as provided in this Agreement
- assign, transfer, distribute, sell, lease, rent, sub-licence, charge or otherwise deal in or encumber the Software nor use on behalf of or make available the same to any third party or use the Software other than for processing its own internal business transactions.
- alter, modify or adapt the Software including but not limited to translating decompiling, disassembling or creating derivative works, save as permitted under s50B of the Copyright, Designs and Patents Act 1988.
- You assume full responsibility for the selection of the Software to achieve your intended results, and for the installation, use and all results obtained from your use of the Software.
- The MasterSeries is a proprietary trade secret of C&SCS Ltd and you hereby expressly acknowledge that all intellectual property of whatever nature including copyright rests exclusively with C&SCS Ltd. Possession and use of this Software shall be strictly in accordance with this licence agreement and receipt or possession does not convey any rights to divulge, reproduce, or allow others to use this Software without specific written authorisation of C&SCS Ltd.
OWNERSHIP OF SOFTWARE
- Title to, ownership of, and all rights and interests in the software and software documentation, and all copies thereof, remain at all times vested in C&SCS Ltd. The licence granted by this Agreement and your payment of the licence fee gives you the right to use the software in accordance with the terms of this Agreement. This license is not a sale of the original software or any copy.
- C&SCS Ltd. shall, for a period of 3 months from delivery of the Software, provide a telephone, e-mail and postal advice service available from 8.30am to 5.30pm Monday to Thursday and 8.30am to 5.00pm Friday excluding public holiday to give guidance on the use of the Software and shall for the said 3 months period, use reasonable efforts to correct any errors in the Software reported by You during such period.
- You may purchase additional software maintenance to include all free software updates issued during each calendar year (1st January – 31 December). All new software purchases will be granted a further 9 months credit against software maintenance. Updates and maintenance will only be provided in any calendar year upon full payment of the yearly maintenance for that year taking into account the above mentioned credit.
Although all the Software has been tested, no warranty, expressed or implied, is made by C&SCS Ltd. as to the accuracy or functioning, use or content of the Software and any associated documentation and no responsibility is assumed by C&SCS Ltd in connection therewith. Because of the inherent complexity of MasterSeries software, C&SCS Ltd. will not be liable for direct and indirect, special, incidental, tort, economic, cover or consequential damages arising out of the use of or inability to use the Software and associated documentation and services, including, without limitation, damages or costs relating to the loss of profits, business, goodwill, data or computer programs, even if advised of the possibility of such damages.
THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT C&SCS Ltd. OR AN AUTHORISED AGENT) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
C&SCS Ltd. does not warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free. You shall load and use the Software entirely at your own risk and in no event will C&SCS Ltd be liable to you for any direct, indirect or special loss or damage of any kind including any form of lost profits or consequential loss arising from your use of or inability to use the Software or from errors or deficiencies in it whether caused by negligence or otherwise. C&SCS Ltd shall also not be liable for any failure of the Software to provide any functions not specified in its associated documentation. In respect of any other claim, in no event shall C&SCS Ltd’s liability exceed the amount paid by you for the Software. However, C&SCS Ltd warrants that the optical or magnetic media on which the Software is furnished, to be free from defects in materials and workmanship under normal use for a period of 3 months from the date of delivery to you as evidenced by a copy of your receipt.
- C&SCS Ltd. warrants that the Software will for a period of 3 months from delivery perform substantially in accordance with the accompanying on-line documentation provided that suitable hardware configuration and operating systems are supplied by You. C&SCS Ltd. also warrants that the optical or magnetic media on which the Software and the documentation are distributed is free from defects in materials and workmanship for a period of 3 months from the delivery date. C&SCS Ltd. does not warrant that the operation of the Software will be uninterrupted or error free.
- Your sole remedy for breaching the warranty shall be the replacement of any defective Software covered under this warranty or, at C&SCS Ltd's option a refund of any sums paid by You to C&SCS Ltd. in respect of such Software.
- Save as provided herein, all warranties, conditions, undertakings, terms and obligations either express or implied by statute, common law, trade usage, course of dealing or otherwise with regard to the Software and accompanying documentation, its performance, quality or fitness for a particular use are hereby excluded to the fullest extent permitted by law.
- You shall be responsible for using your own test data to satisfy yourself of the quality of the results, functionality and operation of the Software. C&SCS Ltd accepts no liability for any losses suffered by You or claims arising due to defects in the Software.
- In no event will C&SCS Ltd. be liable for direct or indirect or consequential damages arising out of the use or inability to use the Software even if advised of the possibility of such damages. In any event, C&SCS Ltd.'s entire liability in relation to the Software, whether tortious, contractual or otherwise shall be limited to the amount actually paid by You for the Software or its maintenance in the current maintenance year.
- Notwithstanding any other provision of this Agreement C&SCS Ltd. does not exclude any liability for death or personal injury arising from proven negligence of C&SCS Ltd. or the proven negligence of its employees or any liability arising under the Consumer Protection Act 1987.
- No C&SCS Ltd. employee, dealer or agent is authorised to make any modification or addition to this warranty.
C&SCS Ltd is endeavouring to improve the Software. Suggestions and comments are welcome. Please bring any errors in either the Software or the associated documentation or Software results to the attention of C&SCS Ltd. By contacting us on Tel : 44 (0) 28 9036 5950, e-mail firstname.lastname@example.org or by writing to Civil and Structural Computer Services Limited, 3 Castle Street, Carrickfergus, Co. Antrim BT38 7BE, N. Ireland, United Kingdom
C&SCS Ltd. ENDEAVOURS THAT ANY ADVICE, RECOMMENDATION OR INFORMATION IT MAY GIVE, DIRECTLY OR INDIRECTLY, IS ACCURATE. HOWEVER, IN NO EVENT WILL C&SCS Ltd. BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH SOFTWARE OR ADVICE EVEN IF C&SCS Ltd. OR AN AUTHORISED AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, USERS SHOULD EMPLOY THEIR OWN CHECKS AT ALL TIMES TO SATISFY THEMSELVES AS TO THE VALIDITY OF ALL SOFTWARE OUTPUTS.
- The licence is effective until terminated. You may terminate this Agreement at any other time by destroying the Software together with all copies. This Agreement will also terminate upon conditions set forth elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement. Upon termination You agree to destroy the Software together with all copies and its associated documentation including any Software stored on the hard disk of any computer under your control.
You may not sub-licence, assign or transfer the licence or the software except as expressly provided in this Agreement. Any attempt otherwise to sub-licence, assign or transfer any of the rights, duties or obligations hereunder is void.
This agreement will be governed by the laws Northern Ireland. Should you have any questions concerning this Agreement, you may contact C&SCS Ltd. by writing to Civil and Structural Computer Services Limited, 3 Castle Street, Carrickfergus, Co. Antrim BT38 7BE, N. Ireland, United Kingdom
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.