TERMS AND CONDITIONS
FLASHYSCIENCE Ltd ("FLASHYSCIENCE") grants the Licensee a non-exclusive licence to use the supplied software and associated documentation ("the Program") subject to the terms and conditions contained herein. FLASHYSCIENCE further agrees to supply the Licensee with support and maintenance services in connection with the use of the Program subject to the terms and conditions contained herein.
In this document:
‘Program’ shall mean the computer software / programs which are accessible via the FLASHYSCIENCE website, together with the associated user manuals, teaching resources and help guides supplied, and shall include any replacements, modifications or additions supplied under this Licence.
‘Licence’ shall mean this document.
‘Licensee’ shall be the organization purchasing the Licence and using the Program.
‘FLASHYSCIENCE’ shall mean FLASHYSCIENCE Limited, and shall include its legal personal representatives, successors and assigns.
The Licence granted is effective from the date on which the Licensee is issued with an invoice for the Program by FLASHYSCIENCE and shall remain in force until terminated as provided below. FLASHYSCIENCE shall make every effort to ensure that appropriate licensing instructions are provided to the Licensee on the date an invoice is issued or as soon as possible thereafter.
The Licensee may terminate the Licence at any time by giving one month’s prior written notice to FLASHYSCIENCE.
FLASHYSCIENCE may terminate this Licence forthwith by notice in writing to the Licensee if the Licensee shall fail to pay any sum due under the terms of this Licence (otherwise than as a consequence of any default on the part of FLASHYSCIENCE) and such sum remains unpaid after written notice from FLASHYSCIENCE that such sum has not been paid.
Either party may terminate this Licence forthwith by notice in writing to the other if the other commits any material breach of any term of this Licence and (in the case of a breach capable of being remedied) having been given prior notice in writing of the breach by the other party, fails to remedy the breach.
Upon termination, the Licensee will destroy all copies of the Program and associated manuals and teaching resources and will certify in writing that this has been done.
The Licensee shall have no right to a refund of any licence fees or maintenance fees paid in respect of this Licence in the event of termination (howsoever occasioned), except in the instance that the program is returned in terms of the Warranty clause below.
In the event that the Program requires maintenance by reason of the fault or negligence of the Licensee or its employees, then FLASHYSCIENCE may at its option either terminate this Licence forthwith by notice in writing to the Licensee, or request that the Licensee make an additional payment to FLASHYSCIENCE to rectify the situation.
Termination of the Licence shall not prejudice any rights of either party which have arisen on or before that date of termination.
1.4 Program Specification
No persons are authorised to make representations about the Program beyond the specification documented in the Product Description (if supplied) or in other supplied documentation.
The Licensee shall pay FLASHYSCIENCE the agreed charges for access to the program. The charges payable for support and maintenance have been calculated with specific reference to the obligations undertaken and warranties and representations made by FLASHYSCIENCE. These may vary due to circumstances unforeseen by or beyond the control of FLASHYSCIENCE. Such variation shall not result in the charges exceeding FLASHYSCIENCE’s then current standard scale of charges.
All charges for the licence and for support and maintenance shall be payable upon receipt of a correct invoice.
In the event of delayed payment of any sums by the Licensee, FLASHYSCIENCE may in its sole discretion suspend support and maintenance hereunder until receipt of all outstanding sums.
The Licensee shall forthwith notify to the Distributor in writing the reasons for withholding payment for an invoice which it considers is not submitted in accordance with the Licence.
1.7 Delivery and Acceptance
Acceptance of the Program shall be deemed to take place upon the first use of their log-in details on the FLASHYSCIENCE website by the Licensee.
FLASHYSCIENCE warrants that the Program will perform in substantial compliance with the Product Description provided by FLASHYSCIENCE when operated in accordance with the supplied instructions and on supported hardware and operating systems.
The Licence is granted without further warranty, condition, representation, or other term express or implied relating to the performance, quality or fitness for use of the Program.
FLASHYSCIENCE will not be liable for any loss or damage of any kind, including, without limitation, indirect or consequential loss (including loss of profits, educational performance such as exam results or hardware failure) arising out of the use of or inability to use the Program for any reason, including failure or delay by FLASHYSCIENCE in meeting its obligations under the terms and conditions of this Licence.
FLASHYSCIENCE does not guarantee that the Program is free of minor errors not materially affecting its performance.
1.9 Licensee's Obligations
The Licensee undertakes the following:
To use the Program in accordance with this Licence;
To notify FLASHYSCIENCE if the nominated contact person given previously is to be changed;
To notify FLASHYSCIENCE in writing as soon as is reasonably practicable in the event that the Licensee believes that the Program does not operate correctly or otherwise requires maintenance.
The headings used in this Licence are for convenience only, and do not form part of the Licence.
2.1 Licensee's Usage
The Licensee is authorised to access the Program for the specified number of concurrent users accessing the Program from the specified sites within the Licensee’s institution.
The Licensee shall permit FLASHYSCIENCE, at all reasonable times, and at FLASHYSCIENCE’s expense, to verify that the use of the Program is within the terms of the Licence.
2.2 Third Party Usage
The Licensee may not sub-licence, rent or lease the Program, nor may the Licensee transfer or assign the Licence to a third party.
The Licensee may not allow use of the Program by any other party, including any associate company, or offer a bureau service to any other party.
The Program may not be modified or combined with any other programs except with the prior written consent of FLASHYSCIENCE.
The Licensee may not modify the Program or use the Program in conjunction with any product which decompiles or recompiles the Program or in any way creates a derivative or modified copy of the Program.
The Licensee may not make any backup copies of the software. The Licensee may print out copies of the Program documentation for internal use within their organization, but may not make and/or distribute copies for other purposes without FLASHYSCIENCE’s prior written agreement.
2.5 Product Rights
No title to or ownership of the Program is transferred to the Licensee. All copyright and intellectual property in the Program and all disks and documentation in respect of the Program are the exclusive property of FLASHYSCIENCE. The Licensee agrees not to remove any product identification, copyright notices, proprietary trademarks or tradenames from the Program, and to reproduce any such notices on any copies of the Program as permitted herein.
3 PROGRAM MAINTENANCE AND SUPPORT
The maintenance and support provided by FLASHYSCIENCE under this Licence shall comprise the following.
3.1 Email & technical Support
Provision by email of advice and guidance to the Licensee upon the implementation and installation of corrections;
Provision by email by FLASHYSCIENCE of instructions or assistance to the nominated contact person whose name has been supplied to FLASHYSCIENCE, or in the case of his absence only, his deputy or assistant, upon receipt of a telephone or written request for support or Licensee's queries regarding the operation of the Program.
3.2 Program Corrections
Supply by FLASHYSCIENCE to the Licensee of all fault corrections made by FLASHYSCIENCE relevant to the Program, such to be supplied at periods not exceeding 6 months from the time at which the fault correction was completed.
Supply by FLASHYSCIENCE to the Licensee of any upgrades or enhancements developed by FLASHYSCIENCE in relation to the Program free of charge; any such updates released to the Licensee will remain subject to the terms and conditions of this Licence.
3.4 Additional Services
Any maintenance outside that provided under this clause shall be by mutual agreement in writing between FLASHYSCIENCE and the Licensee and shall be the subject of an additional maintenance charge calculated in accordance with FLASHYSCIENCE's standard rates in force from time to time.