14 Day Trial Licence Agreement – Terms and Conditions

Please read this 14 day trial licence agreement carefully before you submit your information to ATEB suitability to participate in the free trial.

By accepting, you are agreeing on behalf of the entity obtaining the Service (“the Company”) that the Company will be bound by and become a party to this Agreement and certifying that you have the authority to bind the Company. If the Company does not agree to all of the terms of this Agreement or if you do not have the authority to bind the Company to this agreement, do not click try to access and/or use the Service in any manner.

Unless and until the Company has agreed to be bound by all of the terms of this Agreement, the Company has not become a licensee of, and is not authorised to access and/or use, the Service. The “Effective Date” of this agreement is the date you receive confirmation of your free trial account activation via email.

1	The parties
(1)	ATEB suitability is a trading style of ATEB IT Solutions Ltd, of Evolve Business Centre, Houghton le Spring, Durham, DH4 5QY (referred to as “ATEB”, “we” or “us” and, where appropriate, “our”)
(2)	The Company (referred to as “you” and, where appropriate, “your”).
2	Introduction, definitions and interpretation
2.1	Subject to and in accordance with these Terms and Conditions, the Privacy Policy, and the Data Processing Agreement (collectively referred to as the “Agreement”), we provide you with the following (together referred to as the “Service”):
2.1.1	Access to the ATEB suitability software that enables the generation of reports based on pre-defined templates that are maintained by us.
2.1.2	User guides and other documentation relating to the use of the Service.
2.2	Clause headings shall not affect the interpretation of this Agreement.  References to clauses and schedules are to the clauses of and schedules to this Agreement. Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular and a reference to one gender shall include a reference to the other gender.
2.3	A reference to a statute, statutory provision or subordinated legislation is a reference to it as it is in force from time to time, or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.  A reference to a statute or statutory provision shall include any subordinate legislation made from time to time under that statute or statutory provision.
2.4	Any words following the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. A “person” includes a natural person, partnership, corporate or unincorporated body (whether or not having separate legal personality).
3	Grant of licence
3.1	The Service is provided for your own internal business purposes only during the term of this Agreement subject to and in accordance with the restrictions and conditions set out in clause 4. ATEB hereby grants you a non-exclusive, revocable, non-transferable licence to use the Service and all Intellectual Property Rights subsisting therein solely for the purpose of internally evaluating the suitability of the Service for the Company’s internal business purposes. The Company may, using the functionality within the Service, configure and, modify certain available features and functionality of the Service offered as part of its evaluation process.
4	Use of service
4.1	Only named users with a registered profile are authorised to use the Service.  Usage is constantly monitored and ATEB reserves the right to remove access if we suspect the misuse of the Service.
4.2	Except with our prior written consent and/or as permitted by law, you shall not use, store, copy, download, sell, redistribute or deal with the Service in any manner or for any purpose except those expressly permitted by clause 3 and this clause 4. In particular, and without limiting the generality of the foregoing, you shall not without our prior written consent (or save as permitted by law):
4.2.1	Modify, copy, extract or translate the whole or any part of the Service in any way or permit the whole or any part of the software to be incorporated with any computer programs or decompile, disassemble or reverse engineer the same or attempt to do any of such things without our prior written consent or as permitted by law;
4.2.2	publish, sell, distribute, deal with or otherwise commercially exploit the Service outside your internal business except as expressly permitted in this Agreement;
4.2.3	allow any third party to access the Service;
4.2.4	use the Service on behalf of any third party (which would include, without limitation, using the Service for the purpose of operating a bureau service) unless agreed in writing with ATEB;
4.3	You shall be liable, notwithstanding any other remedies we may have against you (including but not limited to us terminating this Agreement) to indemnify us and hold us harmless for any loss we suffer, and to reimburse us for any gain you obtain, as a result of your contravention of this clause 4.
4.4	You acknowledge that use of the Service requires you to use your own skill and judgment.  You warrant that you have appropriate skill and judgment and undertake at all times to exercise the same in your use of the Service.
4.5	You acknowledge that the reports generated by the Service are in draft form and that you are required to, and are responsible for, reading, checking and validating the content of the reports, using your own skill and judgment, prior to their issue to any third party.
4.6	You acknowledge that ‘In Progress’ and ‘Completed’ reports generated by the Service will be removed from the Service after 90 days. You should always save your final report on to your own system.
4.7	You acknowledge that it is your responsibility to check the reports for compliance with any regulatory requirements, prior to their issue to any third party.
4.8	You acknowledge that the provision of the Service does not represent a transfer of risk from a regulatory and compliance perspective. You retain full responsibility and are solely liable for all opinions, recommendations or comments that appear in the reports generated by the Service, and for any omissions or deficiencies that may give rise to any actions, claims, demands or sanctions whether of a regulatory or compliance nature or otherwise and howsoever arising (whether under contract, statute, tort or otherwise).
4.9	You acknowledge that you are aware that use of the Service whether by accessing, using, storing or otherwise dealing with it may from time to time be subject to certain statutory or other external regulations, conditions, rules and restrictions and you undertake to comply with all regulations, conditions, rules and restrictions applicable to such Service and/or use.
5	Warranties and liabilities
5.1	The Service is provided to the Company on an “as is” basis. No representations. conditions, warranties or other terms of any kind are given in respect of the Service, and all statutory warranties and conditions are excluded to the fullest extent possible. The Service may be subject to limitations or issues inherent in the use of the internet and ATEB is not responsible for any problems or other damage resulting from such limitations or issues.
5.2	Save for death and personal injury caused by our negligence, we shall have no liability of any kind in any circumstances whatever to you in respect of the Service during the Trial Period. In particular, we shall have no liability in any circumstances whatever for any data loss or corruption and you agree that you have sole responsibility for protecting your data during evaluation of the Service.
6	Obligations
6.1	It is your responsibility to ensure that all users of the Service can receive emails from the atebsuitability.co.uk domain.
6.2	It is the Company’s responsibility to ensure that user account passwords are not shared with third parties.  The Company is responsible for any and all activities that occur under the Company’s account and via the Company’s passwords.  The Company will immediately notify ATEB if they become aware of any suspected or actual unauthorised use of a user’s account or a breach of security (meaning a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed).
7	Intellectual property rights
7.1	“Intellectual Property Rights” for the purposes of this Agreement means all current and future registered and unregistered rights in respect of copyright, designs, trademarks, trade secrets, know-how, confidential information, patents, invention, and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.
7.2	You acknowledge that any and all Intellectual Property Rights subsisting in, or used in connection with, the Service, including the manner in which the Service is presented or appears and all information, documentation, manuals and videos relating thereto, are our property or, if specified therein or thereon, the property of another owner (referred to as the “Owner”), as the case may be, and you shall not during or at any time after the expiry or termination of the Agreement in any way question or dispute our ownership or the ownership of the Owner, as the case may be, of any such rights.
7.3	You acknowledge that ATEB has spent, and continues to spend, considerable time and resources on the selection and arrangement of the Service as an original intellectual creation.  Accordingly, the copyright in the Service shall remain the property of ATEB.
7.4	You acknowledge that civil and criminal penalties may be incurred in the event of any infringement of the Intellectual Property Rights in relation to the Service or its contents and that any such infringement by you may result in incalculable damage and/or loss to us, and accordingly you agree that, in addition to any other right or remedy available to us, we shall be entitled to immediate injunctive relief to restrain any actual or apprehended infringement thereof.  You undertake to indemnify us in full and hold us harmless, against all loss, damage, costs and expenses (including loss of profit) which may be incurred by us by reason of any such infringement by you.
7.5	You shall notify us immediately if you become aware of any unauthorised use of the Service.
8	Confidentiality
8.1	In this clause 8 “Confidential Information” means all confidential, non-public or proprietary information, regardless of how the information is stored or delivered, (whether in writing, orally or by another means and whether directly or indirectly) by either party to this Agreement (referred to as the “Disclosing Party”) to the other party (referred to as the “Receiving Party”) whether before or after the date of this Agreement including, but not limited to, information relating to the Disclosing Party’s products, operations, processes, plans or intentions, product information, customers, know-how, design rights, trade secrets, market opportunities and / or business.
8.2	Each party acknowledges that the Confidential Information of the other party is valuable to the other party. Each party undertakes to keep the Confidential Information of the other party secret and to protect and preserve the confidential nature and secrecy of the Confidential Information of the other party.
8.3	During the term of this Agreement and after termination or expiry of this Agreement for any reason the Receiving Party:
8.3.1	shall not use Confidential Information for a purpose other than performing its duties and exercising its rights under this Agreement;
8.3.2	shall not disclose Confidential Information to any person except with the prior written consent of the Disclosing Party or in accordance with clauses 8.3.1 or 8.4;
8.3.3	shall make every effort to prevent the use or disclosure of Confidential Information.
8.4	During the term of this Agreement the Receiving Party may disclose Confidential Information to any of its directors, officers, employees or professional advisers (referred to as the “Recipient”) but only to the extent that disclosure is reasonably necessary in connection with the exercise or performance by the Receiving Party of its rights or obligations under this Agreement.
8.5	Before any disclosure of Confidential Information, the Receiving Party shall ensure that such Recipient is made aware of and complies with the Receiving Party’s obligations of confidentiality under this Agreement as if the Recipient was a party to this Agreement.
8.6	Clauses 8.1 and 8.4 do not apply to Confidential Information which:
8.6.1	is at the date of this Agreement or becomes at any time after that date publicly known other than by the Receiving Party’s or Recipient’s breach of this Agreement; or
8.6.2	can be shown by the Receiving Party to the Disclosing Party’s reasonable satisfaction to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party; or
8.6.3	is or becomes available to the Receiving Party otherwise than pursuant to this Agreement and free of restrictions as to its use or disclosure; or
8.6.4	is required to be disclosed by the Receiving Party under the law applicable to this Agreement or the rules of any regulatory body of competent jurisdiction.
9	Data Protection
9.1	Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.
9.2	To the extent that personal data is processed by us on your behalf when you or Users use the Service, you acknowledge that we are a data processor and the Company is a data controller. The terms of the Data Processing Agreement shall apply to all Company Data that we process on your behalf.
9.3	Any information that you provide to us during signup or information provided when ordering the Service (such as your email address) will be used by us in accordance with the terms of the Privacy Policy.
9.4	Please refer to our separate Privacy Policy and Data Processing Agreement which forms part of this Agreement.
10	Term and termination
10.1	This Agreement commences on the Effective Date and continues for a period of fourteen (14) calendar days thereafter (“Trial Period”), unless terminated sooner pursuant to Section 3.2 or extended by agreement with ATEB.
10.2	Either party may terminate this Agreement at any time by providing a minimum of two (2) calendar days written notice to the other party. Additionally, either party may terminate this Agreement if the other party:
10.2.1	materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for two (2) calendar days following written notice of the breach, or
10.2.2	becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
10.3	Effect of termination or expiration. Upon any expiration or termination of this Agreement, whichever occurs first,
10.3.1	the rights granted under this Agreement will be immediately revoked and ATEB may immediately deactivate the Company’s free trial account; and
10.3.2	any data stored by the Company may be deleted by ATEB from the Service.
11	General
11.1	We maintain the right to change these Terms and Conditions, the Data Processing Agreement or Privacy Policy at any time, at our sole discretion upon giving you reasonable notice of any material change. Any changes will become effective on the date stated in such notice. If you or any user accesses or uses the Service after the date stated in any notice, this will constitute the Company’s acceptance of any changes. If you do not accept the changes you should provide notice of your intention to terminate this Agreement before the date stated in the notice and stop using the Service.
11.2	We may assign or otherwise transfer this Agreement or any of our rights and obligations.
11.3	You shall not assign or otherwise transfer this Agreement or any of your rights or obligations nor sub-license the use (in whole or in part) of the Service without our prior written consent.
11.4	Waiver by a party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision.
11.5	If any provision in this Agreement is held by any court or other competent authority to be void or unenforceable, then such provision shall be deemed to be severed, but the validity, legality and enforceability of the remaining provisions shall not be affected.
12	Notices
12.1	We shall communicate with you in English only.
12.2	Notices under this Agreement shall be given to us by email at [email protected] or by recorded delivery to Evolve Centre, Cygnet Way, Houghton le Spring, Durham, DH4 5QY, United Kingdom.
12.3	Unless explicitly stated otherwise in these Terms and Conditions we shall give all notices to you by email to the email address supplied during sign up. Notices shall be deemed received and properly served 24 hours after an e-mail is sent, or for postal letters on receipt.
12.4	The party giving notice shall make all reasonable efforts to ensure that the recipient actually receives notice under this Agreement.
13	Third party rights
13.1	A person who is not a party to this Agreement has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
14	Applicable law
14.1	English law applies to this Agreement and any dispute arising in connection with it is subject to the exclusive jurisdiction of the English courts.

 

This 14 Day Trial Licence Agreement was last updated on 24 May 2018 and is effective from 25 May 2018.