PLEASE READ CAREFULLY BEFORE ORDERING ANY PRODUCTS FROM THIS WEBSITE:
This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Gtwo Limited, The Hub, The Forum, Grenville Street, St Helier, Jersey, JE2 4UF (Licensor, us or we) for the Entrepreneurs Gateway services, products, software, the data supplied with the software, and the associated media (Software).
This Licence must be read in conjunction with our Terms and Conditions of Supply (Terms) and the contract between us for the supply of the Products under this Licence is subject to our Terms and this Licence.
- Internet Explorer 8.0 or higher (Windows only)
- Firefox, two latest releases only (Windows and Mac)
- Safari, two latest releases only (Mac only)
- Google Chrome, current release only (Windows and Mac)
IMPORTANT NOTICE TO ALL USERS:
BY CREATING AN ACCOUNT AND ACCESSING OUR PRODUCTS 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 CONDITION 4.
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 AND YOU MAY NOT ORDER ANY PRODUCTS FROM THIS WEBSITE.
You should print a copy of this Licence for future reference.
1. GRANT AND SCOPE OF LICENCE
1.1 In consideration of payment by you of the agreed 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 Products on the terms of this Licence.
1.2 You may use our Products for your business purposes only;
2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
2.2 not to copy our Products except where such copying is incidental to normal use of the them;
2.3 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify our Products;
2.4 not to make alterations to, or modifications of, the whole or any part of any Products, nor permit these or any part of it to be combined with, or become incorporated in, any other programs;
2.5 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Products 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 Products with another program, and provided that the information obtained by you during such activities:
2.5.1 is used only for the purpose of achieving inter-operability of the Products with another program; and
2.5.2 is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
2.5.3 is not used to create any Products which is substantially similar to our Products;
2.6 to supervise and control use of the Products and ensure that the Products are used by your employees and representatives in accordance with the terms of this Licence; and
2.7 not to provide or otherwise make available the Products in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees without prior written consent from us.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge that all intellectual property rights in our Products anywhere in the world belong to us, that rights to use our Products are licensed (not sold) to you, and that you have no rights in, or to, our Products other than the right to use them in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to our Products in source code form or in unlocked coding or with comments.
4. LIMITATION OF LIABILITY
4.1 You acknowledge that our Products have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of our Products meet your requirements.
4.2 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:
4.2.1 loss of profits, sales, business, or revenue;
4.2.2 business interruption;
4.2.3 loss of anticipated savings;
4.2.4 loss or corruption of data or information;
4.2.5 loss of business opportunity, goodwill or reputation; or
4.2.6 any indirect or consequential loss or damage.
4.3 Other than the losses set out in condition 4.2 (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 the licence fee. This maximum cap does not apply to condition 4.4.
4.4 Nothing in this Licence shall limit or exclude our liability for:
4.4.1 death or personal injury resulting from our negligence;
4.4.2 fraud or fraudulent misrepresentation;
4.4.3 any other liability that cannot be excluded or limited by the Bailiwick of Jersey law.
4.5 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of our Products. 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 our Products 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.
5.1 We may terminate this Licence immediately by written notice to you if 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.
5.2 Upon termination for any reason:
5.2.1 all rights granted to you under this Licence shall cease;
5.2.2 you must immediately cease all activities authorised by this Licence; and
5.2.3 you must immediately delete or remove all Products from all computer equipment in your possession and confirm the same in writing to us within 7 days if so required by us.
6. COMMUNICATIONS BETWEEN US
6.1 Any notice given by you to us, or by us to you, will include e-mail and 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.
7. EVENTS OUTSIDE OUR CONTROL
7.1 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 7.2.
7.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
7.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
7.3.1 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
7.3.2 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.
8. OTHER IMPORTANT TERMS
8.1 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.
8.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
8.3 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.
8.4 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.
8.5 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.
8.6 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by the law of the Bailiwick of Jersey. We both irrevocably agree to the exclusive jurisdiction of the courts of the Bailiwick of Jersey.