Terms and Conditions
1. GRANT OF LICENSE
Subject to the terms and conditions of the Agreement, PIONEERING
BUSINESS SOFTWARE SOLUTIONS LTD. grants to Licensee a non-exclusive, non-transferable
license to use software supplied by the company. Licensee may use the Licensed
Programs in executable format only for its own use. Licensee may not, however,
transfer or sublicense the Licensed Programs to any third party, in whole or in
part, in any form, whether modified or unmodified.
Licensee may make copies of the Licensed Program in
executable code form as necessary for use by Licensee and for backup or archive
purposes. Licensee agrees to maintain records of the location and use of each
copy, in whole or in part, of the Licensed Programs. Each Licensed Program is
copyrighted but unpublished by PIONEERING BUSINESS SOFTWARE SOLUTIONS LTD.
Licensee agrees to reproduce and apply the copyright notice and proprietary
notice of PIONEERING BUSINESS SOFTWARE SOLUTIONS LTD. to all copies made
hereunder, in whole or in part and in any form, of Licensed Programs.
The original and any copies of the Licensed Programs, made
by Licensee, including translations, compilations, partial copies,
modifications, and updates, are the property of PIONEERING BUSINESS SOFTWARE
4. PROPRIETARY RIGHTS
Licensee recognizes that PIONEERING BUSINESS SOFTWARE
SOLUTIONS LTD. regards the Licensed Programs as its proprietary information and
as confidential trade secrets of great value. Licensee agrees not to provide or
to otherwise make available in any form the Licensed Programs, or any portion
thereof, to any person other than employees of Licensee without the prior
written consent of PIONEERING BUSINESS SOFTWARE SOLUTIONS LTD. Licensee further
agrees to treat the Licensed Programs with at least the same degree of care
with which Licensee treats its own confidential information and in no event
with less care than is reasonably required to protect the confidentiality of
the Licensed Programs.
The license granted hereunder shall continue for 12 months
unless terminated pursuant to Section 6 hereof and subject to Licensee's proper
performance of its obligations hereunder.
The licence can be renewed by both parties on an annual basis subject to
payment of the fees invoiced by PIONEERING BUSINESS SOFTWARE SOLUTIONS LTD.
PIONEERING BUSINESS SOFTWARE SOLUTIONS LTD. may terminate
this Agreement if Licensee is in default of any of the terms and conditions of
this Agreement and fails to correct such default within ten (10) days after
written notice thereof from PIONEERING BUSINESS SOFTWARE SOLUTIONS LTD.
7. TERMINATION CERTIFICATE
In the event of termination, Licensee will immediately
discontinue use of the Licensed Programs. Within one (1) month after
termination of this Agreement, Licensee will furnish to PIONEERING BUSINESS
SOFTWARE SOLUTIONS LTD. a certificate which certifies with respect to each of
the Licensed Programs that, through its best effort and to the best of its
knowledge, the original and all copies, in whole or in part and in any form, of
each of the Licensed Programs have been destroyed. The provisions of Sections
3, 4, 7, 9, and 10 hereof shall survive any termination of this Agreement.
8. MAINTENANCE SUPPORT
Licensor will provide to Licensee the following support with
respect to the Software:
(i) If during the 1st year of this Agreement, Licensee
notifies Licensor of a substantial program error respecting the Software , or
Licensor has reason to believe that error exists in the Software and so
notifies Licensee, Licensor shall at its expense verify and attempt to correct
such error within thirty (30) working days after the date of notification. If
Licensee is not satisfied with the correction, then Licensee may terminate this
Agreement, but without refund of any amount paid to Licensor or release of any
amounts due Licensor at the time of termination.
(ii) In the case that Licensee has technical questions in
the use of the Software during the 1st year of this Agreement, Licensee may
submit those questions to Licensor. Licensor shall provide consulting to answer
such questions on a best endeavours basis up to a maximum of ten (10) hours for
each licensed program.
(iii) If License desires to continue the Software support
specified in this section, Licensee shall pay to Licensor the maintenance
fee(s) as invoiced by PIONEERING BUSINESS SOFTWARE SOLUTIONS LTD.
(iv) In the event of a dispute between the Licensee and the
Licensor, both parties will agree to enter a Dispute Resolution process which
will be conducted by an independent mediator recommended by the Law Society Of
Ireland. If the Law Society of Ireland is unable or unwilling to recommend a mediator
then an independent mediator will be selected at random from the website of the
Law Society of Ireland with the criteria that the mediator is located within 30km
of both parties or is as close as possible to half way between the parties if a
large distance exists between the parties.
The costs of this mediator will be shared equally by the Licensee and the
Licensor. Any other costs incurred by each party in relation to the dispute will be
borne by the party which incurred the cost.
9. WARRANTY DISCLAIMER
PIONEERING BUSINESS SOFTWARE SOLUTIONS LTD. licenses, and
Licensee accepts, the licensed programs "AS IS." PIONEERING BUSINESS
SOFTWARE SOLUTIONS LTD. PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE
LICENSED PROGRAMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR
PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED
PROGRAM IS WITH LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS
CONTAINED IN THE LICENSED PROGRAMS WILL MEET LICENSEE'S REQUIREMENTS OR THAT
THE OPERATION OF THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE.
10. LIMITATION OF LIABILITY
PIONEERING BUSINESS SOFTWARE SOLUTIONS LTD.'S LIABILITY TO
LICENSEE UNDER ANY PROVISIONS OF THIS AGREEMENT FOR DAMAGES FINALLY AWARDED
SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID IN THE PREVIOUS 12 MONTHS
HEREUNDER BY LICENSEE TO PIONEERING BUSINESS SOFTWARE SOLUTIONS LTD. IN NO
EVENT SHALL PIONEERING BUSINESS SOFTWARE SOLUTIONS LTD. BE LIABLE FOR INDIRECT,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF
PROFITS OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY OF
LIABILITY WILL BE LIMITED TO IPR, DEATH, BODILY INJURY OR PROPERTY DAMAGE IF
DIRECTLY CAUSED BY OUR SOFTWARE.
PIONEERING BUSINESS SOFTWARE SOLUTIONS LTD. WILL NOT BE
LIABLE FOR DAMAGES CAUSED THROUGH MALICIOUS USE OF INFORMATION HELD BY THE
COMPANY OR THROUGH MALICIOUS USE OF THE SUPPORT INFRASTRUCTURE UTILISED BY THE
All notices in connection with this Agreement shall be in
writing and may be given by certified, registered, or first class mail or
personally delivered at the address set forth on the front page. For purposes
of this Agreement, a notice shall be deemed effective upon personal delivery to
the party or if by mail five days after proper deposit in a mail box.
This Agreement will be binding upon and will inure to the
benefit of the parties hereto and their respective representatives, successors
and assigns except as otherwise provided herein.
In the event any provision of this Agreement is determined
to be invalid or unenforceable, the remainder of this Agreement shall remain in
force as if such provision were not a part.
14. GOVERNING LAW / FORUM
This Agreement shall be governed and interpreted by the laws
of the State of The Republic of Ireland. Cork County, Ireland shall be the
appropriate venue and jurisdiction for the resolution of any disputes
hereunder. Both parties hereby consent to such personal and exclusive
This Agreement and the licenses granted by it may not be
assigned, sublicensed, or otherwise transferred by Licensee without the prior
written consent of PIONEERING BUSINESS SOFTWARE SOLUTIONS LTD.
16. ENTIRE AGREEMENT
This Agreement sets forth the entire understanding between
the parties with respect to the subject matter hereof, and merges and
supersedes all prior agreements, discussions and understandings, express or
implied, concerning such matters. This Agreement shall take precedence over any
additional or conflicting terms which may be contained in Licensee's purchase
order or PIONEERING BUSINESS SOFTWARE SOLUTIONS LTD.'s order acknowledgment
These terms and conditions apply to the support service that
PIONEERING BUSINESS SOFTWARE SOLUTIONS LTD. Ltd. (trading as BUSINESS SOFTWARE
Support is provided on any of the products supplied under the following terms:
a. Details of Cover
The specific details of the cover (i.e. products included
and period of cover) will be specified on the contract/invoice provided.
The general details of cover are as follows:
Support will be provided via a helpdesk that can be contacted
by telephone (+353 21 4979817)
and email (email@example.com).
Times of cover are between 9:00am – 5:00pm Monday to Friday
excluding Republic of Ireland public holidays.
Support service includes; advice & guidance on use of
the software, investigation into software issues, recording & escalation of
software defects, assistance with updates. Remote dial-in will be offered if it
will assist the investigation of an issue.
Our helpdesk will typically respond to queries logged via phone
within 4 working hours and email queries within 12 working hours.
Due to the complex nature of IT systems, Support will be provided on best
endeavours basis. We cannot guarantee a successful resolution. If we
are unable to resolve the problem and provide you with a working system
we will issue a credit for the amount of cover paid for the rest of the
year for which you are unable to operate the system. Pioneering
Business Software Solutions Ltd. will not be held liable for any impact
resulting from failure to resolve issues with the software system.
Support is provided on a fair usage basis. We estimate the amount of
time required for support to work out at approximately 1 hour for each
€100 invoiced for license & support. Pioneering Business Software
Solutions Ltd. reserve the right to invoice for hours beyond this level
at a rate of €25 + VAT per additional quarter hour or part thereof. We will aim
to advise customers when they are going beyond fair usage hours and before
invoices for additional support hours are issued.
The following is not included:
Additional services i.e. system customisation, software
installs, consulting & training.
Changes to the IT environment (e.g. updates to hardware,
network or system software, etc.).
Changes to data (PIONEERING BUSINESS SOFTWARE SOLUTIONS LTD.
may advise or guide but it is the responsibility of the client to make any
change to their data).
Fixes to corrupted data.
Disaster recovery support.
c. Client Responsibilities
In order to receive support cover the client must:
Pay the invoiced amount for the cover offered in advance. By
doing so and/or using our support service, the client accepts these terms and
Give consent and information to access data and systems as PIONEERING
BUSINESS SOFTWARE SOLUTIONS LTD. or their authorised agents require to provide
collect and use and how we protect this.
Ensure all users are sufficiently trained on the software covered.
Accept responsibility for all changes to their data and
ensure it is protected via adequate backup and security procedures.
Ensure appropriate measures are in place to protect against
virus or other security risks.
Support cover will be renewed automatically at the end of
its period. If either party does not wish to renew then written notice must be
provided at least 1 month prior to this renewal date.