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1. GRANT OF LICENSE
Subject to the terms and conditions of the Agreement, BUSINESS SOFTWARE SOLUTIONS grants to Licensee a non-exclusive, non-transferable license to use the software called “SEPA Direct Debits” (the "Licensed Programs") for the purpose of creating SEPA compliant Direct Debit transaction files. Licensee may use the Licensed Programs in executable format for its own use, and may translate or modify the licensed programs or incorporate them into other software. Licensee may not, however, transfer or sublicense the Licensed Programs to any third party, in whole or in part, in any form, whether modified or unmodified.
Licensee may make copies of the Licensed Program in executable code form as necessary for use by Licensee and for backup or archive purposes. Licensee agrees to maintain records of the location and use of each copy, in whole or in part, of the Licensed Programs. Each Licensed Program is copyrighted but unpublished by BUSINESS SOFTWARE SOLUTIONS. Licensee agrees to reproduce and apply the copyright notice and proprietary notice of BUSINESS SOFTWARE SOLUTIONS to all copies made hereunder, in whole or in part and in any form, of Licensed Programs.
The original and any copies of the Licensed Programs, made by Licensee, including translations, compilations, partial copies, modifications, and updates, are the property of BUSINESS SOFTWARE SOLUTIONS.
4. PROPRIETARY RIGHTS
Licensee recognizes that BUSINESS SOFTWARE SOLUTIONS regards the Licensed Programs as its proprietary information and as confidential trade secrets of great value. Licensee agrees not to provide or to otherwise make available in any form the Licensed Programs, or any portion thereof, to any person other than employees of Licensee without the prior written consent of BUSINESS SOFTWARE SOLUTIONS. Licensee further agrees to treat the Licensed Programs with at least the same degree of care with which Licensee treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Licensed Programs.
The license granted hereunder shall continue for 12 months unless terminated pursuant to Section 6 hereof and subject to Licensee's proper performance of its obligations hereunder. The licence can be renewed by both parties on an annual basis subject to payment of the fees invoiced by Business Software Solutions.
BUSINESS SOFTWARE SOLUTIONS may terminate this Agreement if Licensee is in default of any of the terms and conditions of this Agreement and fails to correct such default within ten (10) days after written notice thereof from BUSINESS SOFTWARE SOLUTIONS.
7. TERMINATION CERTIFICATE
In the event of termination, Licensee will immediately discontinue use of the Licensed Programs. Within one (1) month after termination of this Agreement, Licensee will furnish to BUSINESS SOFTWARE SOLUTIONS a certificate which certifies with respect to each of the Licensed Programs that, through its best effort and to the best of its knowledge, the original and all copies, in whole or in part and in any form, of each of the Licensed Programs have been destroyed. The provisions of Sections 3, 4, 7, 9, and 10 hereof shall survive any termination of this Agreement.
8. MAINTENANCE SUPPORT
Licensor will provide to Licensee the following support with respect to the Software:
(i) If during the 1st year of this Agreement, Licensee notifies Licensor of a substantial program error respecting the Software , or Licensor has reason to believe that error exists in the Software and so notifies Licensee, Licensor shall at its expense verify and attempt to correct such error within thirty (30) working days after the date of notification. If Licensee is not satisfied with the correction, then Licensee may terminate this Agreement, but without refund of any amount paid to Licensor or release of any amounts due Licensor at the time of termination.
(ii) In the case that Licensee has technical questions in the use of the Software during the 1st year of this Agreement, Licensee may submit those questions to Licensor. Licensor shall provide consulting to answer such questions on a best endeavours basis up to a maximum of ten (10) hours for each licensed program.
(iii) If License desires to continue the Software support specified in this section, Licensee shall pay to Licensor the maintenance fee(s) as invoiced by Business Software Solutions.
9. WARRANTY DISCLAIMER
BUSINESS SOFTWARE SOLUTIONS licenses, and Licensee accepts, the licensed programs "AS IS." BUSINESS SOFTWARE SOLUTIONS PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED PROGRAMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAMS WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE.
10. LIMITATION OF LIABILITY
BUSINESS SOFTWARE SOLUTIONS'S LIABILITY TO LICENSEE UNDER ANY PROVISIONS OF THIS AGREEMENT FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID HEREUNDER BY LICENSEE TO BUSINESS SOFTWARE SOLUTIONS. IN NO EVENT SHALL BUSINESS SOFTWARE SOLUTIONS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY.
All notices in connection with this Agreement shall be in writing and may be given by certified, registered, or first class mail or personally delivered at the address set forth on the front page. For purposes of this Agreement, a notice shall be deemed effective upon personal delivery to the party or if by mail five days after proper deposit in a mail box.
This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors and assigns except as otherwise provided herein.
In the event any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a part.
14. GOVERNING LAW / FORUM
This Agreement shall be governed and interpreted by the laws of the State of The Republic of Ireland. Cork County, Ireland shall be the appropriate venue and jurisdiction for the resolution of any disputes hereunder. Both parties hereby consent to such personal and exclusive jurisdiction.
This Agreement and the licenses granted by it may not be assigned, sublicensed, or otherwise transferred by Licensee without the prior written consent of BUSINESS SOFTWARE SOLUTIONS.
16. ENTIRE AGREEMENT
This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions and understandings, express or implied, concerning such matters. This Agreement shall take precedence over any additional or conflicting terms which may be contained in Licensee's purchase order or BUSINESS SOFTWARE SOLUTIONS's order acknowledgment forms.
These terms and conditions apply to the support service that Pioneering Business Software Solutions Ltd. (trading as Business Software Solutions) provide.
Support is provided on any of the products supplied under the following terms:
a. Details of Cover.
The specific details of the cover (i.e. products included and period of cover) will be specified on the contract/invoice provided.
The general details of cover are as follows:
The following is not included:
c. Client Responsibilities.
In order to receive support cover the client must:
Support cover will be renewed automatically at the end of its period. If either party does not wish to renew then written notice must be provided at least 1 month prior to this renewal date.
The SEPA initiative by the EU commenced in 2002 with the aim of allowing seamless transaction flow between banks within the Single Euro Payments Area ... More
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