Commercial Terms and Conditions
This agreement is between the customer set out in the Quotation (“you” or “the Client”) and SLAMcore Limited (“SLAMcore”, “us”, “we”, “our”), comprising the Quotation, Licence and these Terms and Conditions (“Agreement”), and relates to your use of any software that we make available for you to download from our website at slamcore.com (the “Site”), together with any free updates incorporating “patches” and corrections of errors that we may make available to you from time to time (collectively, the “Software”).
If you are using the Software on behalf of an entity, you are representing to us that you are an authorised representative of the entity and you are authorised to accept these Terms and Conditions on behalf of the entity.
“Commencement Date” is the date at which payment details were submitted against the Quotation.
2. COMMENCEMENT AND DURATION
2.1 The Agreement will come into force on the Commencement Date and will continue (subject to earlier termination in accordance with clause 7).
3.1 We grant you a licence to use the Software on and subject to the terms and conditions of the Agreement.
4. LICENCE FEES
4.1 In consideration of SLAMcore granting the Licence, the Client shall pay to SLAMcore the Licence Fees as set out in the Quotation.
4.2 The payment terms of the Licence Fees are set out in the Quotation.
4.3 If the Client fails to make any undisputed payment due to SLAMcore under this Agreement by the due date for payment, SLAMcore may, without limiting its other remedies under clause 8:
(a) suspend your access to the Software and any of its other obligations under this Agreement until payment in full
5. THIRD PARTY PRODUCTS
5.1 Any third party products onto which the Software is installed (“Third Party Products“) may be sold to you directly by a third party seller, in which event any use of such software by the Client will be subject to such third party’s product terms and conditions (“Third Party Terms“).
5.2 The Client shall defend, indemnify, and hold harmless SLAMcore against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses suffered or incurred by any of them arising out of or in connection with the Client’s breach of any Third Party Terms.
5.3 SLAMcore may treat the breach of any Third Party Terms by the Client as a material breach of this Agreement.
6.1 Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this clause 6.
6.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 6; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
6.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
7. SUSPENSION AND TERMINATION
7.1 Either party may terminate this Agreement at any time
7.2 Termination of this Agreement shall not prejudice any of the parties’ rights and remedies which have accrued as at termination.
7.3 On termination of this Agreement for any reason:
(a) all rights granted to the Client under this Agreement (including the Licence) shall cease;
(b) the Client shall either return to SLAMcore or, at SLAMcore’s option, destroy all material copies of the Software and Documentation, and shall ensure that any copies of the Software on hard discs or other storage means associated with any computer equipment owned or controlled by the Client are permanently deleted; and
(c) the Client shall immediately pay to SLAMcore any sums due to SLAMcore under this Agreement
8. OTHER IMPORTANT TERMS
8.1 Transfer of any rights and obligations
You may not transfer, assign, charge or otherwise deal in this Agreement, or any of your rights or obligations arising under this Agreement, without our prior written consent.
8.2 Third party rights
Other than as expressly stated in this Agreement, a person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
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 any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions of this Agreement shall not be prejudiced.
8.5 Law and jurisdiction
This Agreement shall be governed by, and construed in accordance with, English law, and each party hereby submits to the exclusive jurisdiction of the courts of England.