Parago Software Limited - Parago User Terms and Conditions

1. ABOUT THESE TERMS

Parago Software Limited (Parago) is the legal and beneficial owner and licensor of the Parago asset management software and is willing to license you (the Customer) to use this product in accordance with these terms and conditions.

These terms and conditions cover the two separate purchasing options available in respect of the Software:

Clause 3 contains important information on your agreement with Parago for the supply of a Site Licence for the Software.

Clause 4 contains important information on your agreement with Parago for an Annual Subscription to the Software

The remainder of these terms apply equally to both purchasing options.

2. DEFINITIONS

These definitions and rules of interpretation apply to this Agreement:

Agreement: the Order Form and these terms and conditions forming the contract between Parago and the Customer.

Customer System: the computer system and user terminals belonging to the Customer.

Intellectual Property Rights: all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.

Licence Fee: the fee payable by the Customer to Parago for the Software (by way of Site Licence or Annual Subscription), as set out in the Order Form (or any other fee as may be agreed with Parago).

Order Form: the PDF form downloaded from Parago's website indicating product selection, purchasing option and Customer details.

Software: each software package or service supplied by Parago and installed or used on the Customer System.

In the case of conflict or ambiguity between any provision contained in these terms and conditions and any provision contained in the Order Form or Parago's website, the provision in these terms and conditions shall take precedence.

3. SITE LICENCE

If the licence referred to on the Order Form is purchased as a Site Licence, then in consideration of the Licence Fee paid by the Customer to Parago, Parago will grant to the Customer a non-exclusive and non-transferable licence to use the Software for so long as the Customer pays the Annual Support Charge (as set out in the Order Form). Annual Support/subscription includes telephone/email support, bandwidth and data storage plus program updates and requires 12 month cancellation in writing.

4. ANNUAL SUBSCRIPTION

If the licence referred to on the Order Form is purchased by way of Annual Subscription, then in consideration of the Licence Fee paid by the Customer to Parago, Parago will grant to the Customer a non-exclusive and non-transferable licence to use the Software for 12 months from payment of the Annual Subscription Licence Fee.

In the event that the Annual Subscription is cancelled on less than 12 month's notice the Customer shall pay Parago on demand the annual cost of the Licence Fee for the Annual Subscription as set out in the Order Form. The Customer confirms that this sum represents a genuine pre-estimate of the loss that Parago would suffer in the event that the Customer provides less than 12 month's notice to cancel the Annual Subscription.

5. USE OF THE SOFTWARE

Use of the Software shall be restricted to use of the Software for the Customer's normal internal, organisational and operational purposes only, in accordance with these terms and conditions and any guidance or instructions on acceptable use or method of use.

The Customer may not use the Software for any other purpose without the prior written consent of Parago and the Customer acknowledges that additional fees may be payable on any change of use approved by Parago.

The Customer has no right to sub-license or to assign the benefit or burden of this Agreement in whole or in part, or to allow the Software to become the subject of any charge, lien or encumbrance without the prior written consent of Parago.

Parago may make available to the Customer and the Customer may use (subject to these terms and conditions) any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided from time to time.

Parago may sub-license, assign, charge or otherwise transfer any of its rights or obligations under this Agreement, provided it gives written notice to the Customer of any sub-licence, assignment, The Customer shall permit Parago to inspect and have access to its premises, and the Customer System, at or on which the Software is being kept or used for the purposes of ensuring that the Customer is complying with the terms of the Agreement, provided that Parago provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.

6. FEES

The Customer shall pay to Parago the Licence Fee for the Software within 30 days of Parago raising an invoice to the Customer. All sums payable under the Agreement are exclusive of VAT, for which the Customer shall be responsible.

If the Customer fails to pay any amount payable to Parago under this Agreement, Parago shall be entitled to charge the Customer interest on the overdue amount, payable by the Customer on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4% per annum above the base rate for the time being of Lloyds TSB Bank plc. Such interest shall accrue on a daily basis and be compounded quarterly. Parago reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

7. PARAGO'S LIABILITY - THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION

The Customer acknowledges that the Software may not be free of bugs or errors and agrees that the existence of any minor errors shall not constitute a breach of this Agreement.

The Customer accepts responsibility for the selection of the Software to achieve the intended results.

To the fullest extent permitted by law, all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement, whether by statute, common law or otherwise, are hereby excluded, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

Nothing in this Agreement shall exclude or in any way limit Parago's liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of law.

Parago shall not be liable under or in connection with this Agreement for loss of or damage to the Customer´s tangible property caused by the negligence of Parago, its officers, employees, contractors or agents.

Parago shall not be liable under or in connection with this Agreement for any losses or damages which fall within any of the following categories:

Indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence) breach of contract or otherwise;
special damage even though Parago was aware of the circumstances in which such special damage could arise

Subject to the above, Parago's maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise shall be limited to a sum equal to the Licence Fee paid by the Customer.

8. INTELLECTUAL PROPERTY RIGHTS

The Customer acknowledges that all Intellectual Property Rights in the Software belong to Parago, and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Agreement.

9. TERMINATION

Parago may terminate this Agreement immediately by written notice if:

the Customer commits a material or persistent breach of this Agreement which it fails to remedy (if remediable) within 14 days after service of written notice; or
the Customer (where it is a company) becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.

Upon termination for any reason:

all rights granted to the Customer under this Agreement shall cease;
the Customer shall cease all activities authorised by this Agreement;
the Customer shall immediately pay to Parago any sums due to Parago under this Agreement;
the Customer shall immediately destroy or return to Parago (at Parago's option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to Parago that it has done so; and
Parago shall have no obligations under this Agreement to the Customer's data except to the extent Parago has any obligation at law.

10. WAIVER

No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

11. SEVERABILITY

If any provision of these terms and conditions is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

12. THIRD PARTY RIGHTS

The provisions of these terms and conditions are between the Customer and Parago and are not intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Agreement.

13. NOTICES

Any notice required to be given pursuant to this Agreement shall be in writing, and shall be sent by first class mail to the other party. Correctly addressed notices sent by first-class mail shall be deemed to have been delivered 72 hours after posting.

14. ENTIRE AGREEMENT

This Agreement and any documents annexed or exhibited to these terms and conditions or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.

15. GOVERNING LAW AND JURISDICTION

These terms and conditions shall be governed by and construed in accordance with English law and each party hereby submits to the non-exclusive jurisdiction of the English courts.