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Language: English
Version: 2

Thank you for choosing FSI.

We grant access to our software and its related documentation to you on the basis of the following terms which must be entered into for our, and our licensors’, protection.  Please note that by clicking on the "accept" button below you agree to the terms of this licence.  If you do not agree to the terms of this licence you should speak to your employer/appointor immediately. 

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and FSI (FM Solutions) Limited, a company incorporated and registered in England and Wales with company number 04468712 whose registered office is at Exchange House, 180-182 St Marys Lane, Upminster, Essex RM14 3BT, United Kingdom (Licensor, us or we) for:

· all of the computer software accessible on the system (System) following your log-on, the data supplied with the software and the associated media (Software); and

· any online or electronic documentation (Documentation).

You should print a copy of this Licence for future reference.

1. Grant and scope of licence

1.1 In consideration of you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the System on the terms of this Licence.

1.2 You may:

(a) use the Software for your internal business purposes at work for your employer (or appointor if you are self-employed and are duly authorised by your appointer to use the system) on only one computer at any one time; and

(b) use any Documentation in support of the use permitted under condition 1.2 but you are not permitted to copy the Documentation (one copy will be supplied by your employer/appointer pursuant to its licence).

1.3 You will:

(a) keep a secure password for your use of the System and the Documentation, that such password shall be changed no less frequently than monthly and that you will keep your password confidential; and

(b) not allow or suffer your username and password to be used by any other person,

and if it is revealed that your password has been provided to any other individual then, without prejudice to our other rights, we may disable your password and access to the System.

2. Restrictions

2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:

(a) not to use the System, the Software and Documentation for your own personal, commercial, business or other purposes;

(b) not to copy the Software or Documentation except where such copying is incidental to normal use of the Software;

(c) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;

(d) not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

(e) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things 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 Software with another software program, and provided that the information obtained by you during such activities:

(i) is used only for the purpose of achieving inter-operability of the Software with another software program;

(ii) is not disclosed or communicated without the Licensor\'s prior written consent to any third party to whom it is not necessary to disclose or communicate it; and

(iii) is not used to create any software which is substantially similar to the Software; and

(f) not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us.

2.2 You shall not access, store, distribute or transmit any viruses, or any material through the System that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or

(f) causes damage or injury to any person or property;

and we reserve the right, without liability to you or your employer/appointor, to disable your access to any part of the System.

3. Intellectual property rights

3.1 You acknowledge that all intellectual property rights in the System, the Software and the Documentation throughout the world belong to us or our licensors, that rights in the System and the Software are licensed (not sold) to you, and that you have no rights in, or to, the System, the Software or the Documentation 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 the Software in source code form or in unlocked coding or with comments.

3.3 The integrity of the Software may be protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software are not misappropriated.  You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.

4. Limitation of liability

4.1 You are only licensed to use the System at your work.  You agree not to use the System, the Software and Documentation for your own commercial, business or other purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

4.2 We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this Licence or our negligence up to the amount specified in condition 4.3. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the Licence.

4.3 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 £100. This does not apply to the types of loss set out in condition 4.4.

4.4 Nothing in this Licence shall limit or exclude our liability for:

(a) death or personal injury resulting from our negligence;

(b) fraud or fraudulent misrepresentation;

(c) any other liability that cannot be excluded or limited by English law.

5. Termination

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:

(a) all rights granted to you under this Licence shall cease;

(b) you must cease all activities authorised by this Licence.

6. Communications between us

6.1 If you wish to contact us, you should do so via your employer/appointor.

6.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address your employer/appointor provides to us.

7. Other important terms

7.1 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.

7.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

7.3 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.

7.4 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.

7.5 Please note that this Licence, its subject matter and its formation, are governed by English law.