Privacy Statement

Comtek Accounts Ltd

End User License Agreement

05 May 2017


This Comtek Accounts Limited End User Licence Agreement accompanies an ComTek software products ('Software') and related explanatory materials ('Documentation'). The term 'Software' shall also include any upgrades, modified versions, updates, additions and copies of the Software licensed to you by Comtek Accounts Limited. You must read this Agreement carefully before indicating your acceptance at the end of the text of this Agreement. If you do not agree with the terms and conditions of this Agreement, decline where instructed, and you will not be able to use the Software. You should then return this Software, together with all the packaging, to Comtek Accounts Limited or the location where you obtained it.


This limited use licence agreement applies to ALL users of ComTek generic software, including - single point (stand alone), multi-user (networked).

NOW IT IS AGREED as follows:

1. Definitions

In this Agreement unless inconsistent with the context or otherwise specified the following definitions will apply:

1 'Acceptance Date' means the date on which the Product is accepted or deemed to be accepted by the Licensee pursuant to clause 3.

1.2 'Agreement' means these terms.

1.3 'Charges' means any charges additional to the Licence Fee that may be invoiced by the Licensor to the Licensee in connection with this Agreement (whether by virtue of a specific provision or otherwise), which will be calculated in accordance with the Licensor's then current standard rates.

1.4 'Documentation' means the operating manuals, user instructions and other related materials supplied to the Licensee by the Licensor (whether physically or by electronic means) for aiding the use of the Product, including any part or copy of them.

1.5 'Equipment' means the computer configuration which conforms to that specified in the ComTek Technical Specification and is situated at the Location.

1.6 'Licence Fee' means the cost of the ComTek software products.

1.7 'Licence Period' means the period of this agreement.

1.8 'Licensed Materials' means the ComTek software products, the documentation and the media.

1.9 'Location' means the location of the Equipment at the single address of the licensee, specified on the registration form, or otherwise supplied by the ComTek Reseller at the point of ordering the Licensed Materials.

1.10 'Media' means the carrier media on which the Product and the Documentation are recorded or printed and delivered to the Licensee.

1.11 'Product' means the computer program[s] in object code form including any copies of them but excluding source code material and all preparatory design material.

1.12 'Release' means any improved version of the Product made available to the Licensee'.

1.13 'Use the Product' means to load the Product into and store, run and display the Product on the Equipment in accordance with the terms of this Agreement.

1.14 'Reseller' means an officially accredited ComTek reseller as appointed by the Company.

1.15 'Software Maintenance Service' means the provision of software updates as defined within this agreement.

1.16 'Release Code' means the unlocking code, which allows the Software to operate.

1.17 'Concurrent Users' means the total number of computer terminals that have access to the Licensed Comtek Accounts products at any one time.

2. Grant of Licence

Subject to the terms of this Agreement, in consideration of the payment to the Licensor by the Licensee of the Licence Fee and upon proof of original purchase and completion of the attached registration card, the Licensor grants to the Licensee a non-exclusive and non-transferable licence ('the Licence') to use the Licensed Materials in the United Kingdom during the Licence Period. If use of the Licensed Materials outside the United Kingdom is authorised by the Licensor, the Licensee will be responsible at its own expense for complying with all applicable export and import laws and regulations.

3. Acceptance

Acceptance of the Product will be deemed to take place on delivery of the Product and the Documentation to the Location.

4 Permitted Use

4.1 The Licensee may use the Product only on the Equipment at the Location. The use of the Product on different Equipment or at a different Location requires the prior written consent of the Licensor (which consent will not be unreasonably withheld). Upon such consent being given the different Equipment or Location will become the Equipment or Location for the purposes of the Licence.

4.2 The Licensee may use the Licensed Materials for processing its own data for its own internal business purposes only. The Licensee shall not use or attempt to use the Licensed Materials or any of the Product's output or permit any third party to do so:

4.2.1 to provide a data processing service to any third party, or otherwise; or

4.2.2 contrary to any other restrictions stated in this Agreement.

4.3 The Licensee shall not translate or adapt the Licensed Materials for any purpose nor arrange or create derivative works based on the Product without the Licensor's express written consent in each case.

4.4 The Licensee shall not transfer or distribute (whether by licence, loan, rental, sale or otherwise) all or any part of the Licensed Materials to any other person.

4.5 The Licensee shall not make for any purpose including (without limitation) for error correction, any alterations, modifications, additions or enhancements to the Product except as specifically described in the Documentation nor permit the whole or any part of the Product to be combined with or become incorporated in any other program without the Licensor's prior written consent.

4.6 The Licensee shall not, nor permit others to, decompile, reverse-engineer or disassemble the Product or any part except that the Licensee may decompile the Product only to the extent permitted by law where this is indispensable to obtain the information necessary to achieve the interoperability of an independently created program with the Product or with another program and such information is not readily available from the Licensor or elsewhere.

4.7 A separate Licence is required for the use of copies of the Product on equipment other than the Equipment situated at the Location.

4.8 The licence will be restricted to the number of Licensed Companies and Concurrent Users as defined in the original software order.

5 Extent of Permitted Reproduction

5.1 The Licensee is permitted to make a back-up copy of the Product in so far as the making of that copy is necessary for the use of the Product permitted by the Licence. Such a copy will be the property of the Licensor.

5.2 The Licensee shall not make or permit others to make any copies of the Documentation without the Licensor's prior written consent, excluding the printing of Help Files which is permitted in so far as the making of that copy is necessary for the use of the Product permitted by the Licence. Such a copy will be the property of the Licensor.

5.3 The Licensee shall effect and maintain adequate security measures to safeguard the Licensed Materials from unauthorised access use or copying.

6 Proprietary Rights

6.1 The Licensee will not acquire any title copyright or other proprietary rights in the Licensed Materials, including any materials provided under the Maintenance Service or in any copies of it.

6.2 The Licensee agrees not to remove, suppress or modify in any way any proprietary marking, including any trade mark or copyright notice, on or in the Product or which is visible during its operation or which is on Media or on any Documentation.

6.3 The Licensee shall notify the Licensor immediately if the Licensee becomes aware of any unauthorised access to, use or copying of any part of the Licensed Materials by any person.

6.4 The Licensee shall permit the Licensor to check the use of the Licensed Materials by the Licensee at all reasonable times. The Licensor may upon reasonable notice send its representatives to any of the Licensee's premises to verify compliance with this Agreement and the Licensee irrevocably consents to the Licensor's representatives entering the Location and any other of its premises for this purpose.

7 Confidentiality

7.1 The Licensee acknowledges that the Licensed Materials contain confidential information of the Licensor and/or of third parties. The Licensee undertakes to treat as confidential and keep secret all information contained in or otherwise received from the Licensor in connection with the Licensed Materials (collectively referred to as 'the Confidential Information') and shall not use the same for purposes other than in relation to use of the Product in accordance with the Licence. This clause 7 is reciprocal to both parties. 7.2 The Licensee shall not without the Licensors prior written consent communicate or disclose any part of the Confidential Information to any person except:

7.2.1 only to those employees, agents and sub-contractors on a need to know basis who are directly involved in the use of the Product;

7.2.2 the Licensee's auditors, professional advisers and any other persons or bodies having a legal right or duty to have access to or knowledge of the Confidential Information in connection with the business of the Licensee.

7.3 The Licensee undertakes to ensure, prior to disclosure of any Confidential Information, that all persons and bodies mentioned in clause 7.2 are aware that the Confidential Information is confidential and that they owe a duty of confidence to the Licensor. The Licensee will indemnify the Licensor against any loss or damage, which the Licensor sustains or incurs as a result of the Licensee failing to comply with such undertaking.

7.4 The provisions of this clause 7 will not apply to any Confidential Information which:

7.4.1 is or becomes public knowledge other than as a result of the Licensee's conduct; or 7.4.2 is independently developed without access to or use of the Licensed Materials.

7.5 This clause 7 will continue in force notwithstanding the termination of this Agreement for any reason.

8 Warranty

8.1 The Licensor warrants that for a period of 12 months from the Acceptance Date:

8.1.1 the Product when properly used on the Equipment will provide the facilities and as described in the Documentation and

8.1.2 the Media on which the Product is furnished will be free from defects in materials and workmanship under normal use. The Licensor does not warrant that the operation of the Product will be uninterrupted or error-free.

8.2 The Licensor's obligation and the Licensee's exclusive remedy under the Warranty given in clause 8.1 is limited either:

8.2.1 to the Licensor at its own expense using all reasonable endeavours to rectify any non-conformance with the warranty by repair (by way of a patch, work around, correction or otherwise) within a reasonable period of time or, at the Licensor's option, replacement of the Product or defective Media in whole or in part; or

8.2.2 to a refund of the Licence Fee paid if in the Licensor's reasonable opinion it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost, whereupon the Licence shall terminate.

8.3 The Licensor will have no liability or obligation under the warranty given in this clause 8 unless it has received written notice from the Licensee of any non-conformance with the Warranty within 12 months from the Acceptance Date.

8.4 The Licensee acknowledges that the Licensed Materials have not been prepared to meet the Licensee's individual requirements and that it is the Licensee's responsibility to ensure that the facilities and functions of the Product meet the Licensee's requirements.

8.5 The Licensor will not be liable for any failure of the Product to provide any facility or function not described in the Documentation or for any failure of the Product attributable to any modification (whether by alteration, deletion, addition or otherwise) to the Product or the Equipment by persons other than the Licensor or combination of the Product with other software or equipment without the Licensor's express prior written consent.

8.6 If a problem is found upon investigation not to be the Licensor's responsibility under the provisions of this clause 8 the Licensor may charge the Licensee immediately for all reasonable costs and expenses incurred by the Licensor in the course of or in consequence of such investigation.

9 Limitation of Liability

9.1 The Licensee acknowledges that the Licensor's obligations and liabilities in respect of the Licensed Materials are exhaustively defined in this Agreement. The Licensee agrees that the express obligations and warranties made by the Licensor in this Agreement are in lieu of and to the exclusion of any other warranty, condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise, relating to anything supplied or services provided under or in connection with this Agreement including (without limitation) any warranty as to the condition, quality, performance, merchantability or fitness for purpose of the Licensed Materials or any part of them.

9.2 The Licensee is responsible for the consequences of any use of the Licensed Materials. The Licensor will not be liable for any indirect or consequential loss, damage, cost or expense of any kind whatever and however caused whether arising under contract, tort (including negligence) or otherwise, including (without limitation) loss of production, loss of or corruption to data, loss of profits or of contracts, loss of operation time and loss of goodwill or anticipated savings, even if the Licensor has been advised of their possibility.

9.3 The Licensor accepts liability to the extent that it results from the negligence of the Licensor and its employees for:

9.3.1 death or injury up to £1,000,000; and

9.3.2 physical damage to or loss of the Licensee's tangible property up to the amount of £1,000,000 in respect of each incident or series of connected incidents and for damage caused by a defect in the Product within the meaning of the Consumer Protection Act 1987 Part 1 up to £1,000,000.

9.4 In all other cases not falling within clause 9.3 the Licensor's total liability (whether in contract, tort, including negligence, or otherwise) under or in connection with this Agreement and any other agreement with the Licensee relating, to the Product or based on any claim for indemnity or contribution will not exceed the greater of the sum of £1,000,000 or the Licence Fee paid by the Licensee.

9.5 The Licensee agrees that except as expressly provided in clauses 8 and 10 and this clause 9 the Licensor will not be under any liability of any kind whatever and however caused arising directly or indirectly in connection with this Agreement. The Licensee will indemnify the Licensor in respect of any third party claim for any injury, loss, damage or expense occasioned by or arising directly or indirectly from the Licensee's possession, operation or use of the Licensed Materials or use of the Maintenance Service except and in so far as the Licensor is liable as expressly provided in this Agreement.

9.6 The Licensee acknowledges and agrees that the allocation of risk contained in this clause 9 is reflected in the Licence Fee and Maintenance Charge and is also a recognition of the fact that, inter alia, the Product cannot be tested in every possible combination and it is not within the Licensor's control how and for what purpose the Licensed Materials are used by the Licensee.

10 Copyright Indemnity

10.1 Subject to clause 9 the Licensor will indemnify the Licensee and pay the Licensee within a reasonable timescale for its reasonable costs and all damages awarded under any final judgement by a court of competent jurisdiction or agreed by the Licensor in final settlement to the extent that the Product is used in accordance with the Licence infringes the copyright, trade marks or trade secrets of any third party and the intellectual property rights (other than patents) of any third party, provided that:

10.1.1 the Licensee makes no statement prejudicial to the Licensor;

10.1.2 such infringement is not caused by or contributed to by acts of the Licensee other than the use of the Product in accordance with the Licence; 10.1.3 the Licensor is promptly notified in writing of the details of the claim;

10.1.4 the Licensor has sole control of the defence of such claim and all related settlement negotiations; and

10.1.5 the Licensee gives the Licensor all reasonable assistance at the Licensor's expense in connection therewith.

10.2 If at any time an allegation of infringement of any third party rights is made, or in the Licensor's opinion is likely to be made, in respect of the Licensed Materials the Licensor may at its own expense:

10.2.1 obtain for the Licensee the right to continue using the Licensed Materials; or

10.2.2 modify or replace the Licensed Materials, using the Licensors best endeavours to provide the same or similar functionality described in the documentation, so as to avoid infringement; or

10.3 The Licensor will have no liability for any infringement claim based on:

10.3.1 use of other than the latest unaltered current release of the Product; or 10.3.2 use or combination of the Product with equipment (other than the Equipment), programs or data not supplied by the Licensor; or

10.3.3 the Licensee's refusal to use modified or replacement Licensed Materials supplied or offered to be supplied pursuant to clause 10.2.

10.4 This clause 10 states the entire liability of the Licensor with respect to the infringement or alleged infringement of any third party rights of any kind whatever by the Licensed Materials or the Maintenance Service.

11 Termination

11.1 The Licensee may terminate the Licence Period at any time by written notice to the Licensor.

11.2 If the Licensee:

11.2.1 expressly or impliedly repudiates this Agreement by refusing or threatening to refuse to comply with any of the provisions of this Agreement; or

11.2.2 fails to comply with any of the provisions of this Agreement and (in the case of a failure capable of being remedied) does not rectify such non-compliance within 14 working days of the Licensor's written notice of it; or

11.2.3 convenes any meeting of creditors or passes a resolution for winding up or suffers a petition for winding up; or

11.2.4 has an administrative receiver or receiver appointed over the whole or part of its assets or suffers the appointment of an administrator; or

11.2.5 being an individual commits any act of bankruptcy or compounds with his creditors or comes to any arrangements with any creditors; then (and in any such case) the Licensor may, without prejudice to any other of its rights or remedies and without being liable to the Licensee for any loss or damage, which may be occasioned, give written notice to the Licensee terminating this Agreement (and accordingly the Licence) with immediate effect.

11.3 This clause is reciprocal to both parties.

12 Post Termination

12.1 On termination of the Licence however caused the Licensee's authorisation to use the Licensed Materials will automatically cease and the Licensee undertakes immediately to cease to use the Licensed Materials and either return to the Licensor the Product and all copies of it or, if requested by the Licensor, delete, destroy or otherwise make permanently unusable the Product and all whole or partial copies of the Product within the Licensee's control or possession.

12.2 Within 7 days of the date of termination the Licensee shall return to the Licensor all copies of the Documentation unless notified in writing to the contrary by the Licensor.

12.3 Within 30 days of the date of termination the Licensee shall through a director or other officer certify to the Licensor in writing that it has fully complied with its obligations under clauses 12.1 and 12.2.

12.4 Termination of the Licence, however caused, shall not affect the rights of either party under this Agreement, which may have accrued up to the date of termination.

13 Payment Terms

13.1 The Licensee will pay to the Licensor or Reseller the Licence Fee in accordance with the Company's or Reseller's then current terms and conditions. Where applicable, VAT and any other taxes, duties or levies will be paid additionally by the Licensee at the then prevailing rate.

13.2 If any sum payable to the Licensor or Reseller under this Agreement is in arrears, the Licensor and Reseller reserve the right without prejudice to any other right or remedy to:

13.3 charge interest on such overdue sum on a day to day basis from the original due date until paid in full at a rate of 3