TERMS & CONDITIONS
SUMMARY: Our terms are simple: you pay a monthly fee and we provide the software, support and enhancement services. If you need tailoring or training services these may be chargeable. The software is licensed and you’re not tied in to any long-term contracts. Your data is accessible at all times. To stop just provide one month’s notice. For all the legal stuff see below.
SOFTWARE LICENCE
1 DEFINITIONS
In this Agreement the following expressions have the following meanings:
“Agreement” this agreement and any schedules attached hereto.
“Logical Office” Logical Office Limited.
“You/you/End-User” an individual, Limited Company/LLP/PLC, Partnership, Barristers Chambers or other legal entity existing from time to time.
“Confidential Information” the business affairs, Software, trade secrets, know-how, personnel, customers and suppliers of Logical Office, information marked or identified by Logical Office as confidential or information which may be reasonably regarded as the confidential information of Logical Office.
“Intellectual Property” patents, trademarks including the Trade Marks, copyright, moral rights, rights in a design, database rights, know-how, Confidential Information, and all or any other intellectual property rights whether or not registered or capable of registration and whether subsisting in any other part of the world together with any or all goodwill relating or attached to them.
“Licence” the limited non-transferable and non-exclusive licence to use the Software and Software Documentation subject to the terms and conditions of this Agreement.
“Licence Start Date” the date on which you are first authorised to use the Software.
“Monthly Licence Charge” the fee for this licence including any local taxes paid monthly in advance.
“Software” the software object code in machine readable form contained within this package and all other copies which you are authorised by this agreement to make.
“Workflows” standard or customised work definitions which are not part of the Software and which are designed to be used by the Workflow automation program which is part of the Software.
“Software Documentation” the instruction manuals, videos and other information relating to the Software to be made available by Logical Office at its discretion in either printed, online or machine readable form to you.
“Software Upgrades” new releases of the Software which are made generally available to customers of Logical Office from time to time (but not new or additional software modules).
“Software Requests” any requests made by the End User to Logical Office for support including but not limited to requests about technical issues, training, network problems, error messages, data problems, equipment, equipment upgrades, third party software, and installation.
“Trade Marks” All registered trademarks owned by Logical Office and used by Logical Office from time to time in relation to the Software, (together with such other names and devices as Logical Office may from time to time specify in writing in relation to the Software).
“Warranty Period” a period of 90 days from the Licence Start Date.
“Minimum Licence Period” a period of two months starting from the Licence Start Date during which the End-User is contractually obliged to pay the Licence Charge. “Initial Payment” the payment made by you for the initial payment amount stated on the sales quotations or order forms provided to you.
“Initial Payment Period” the period for which the Initial Payment is made as stated on the Sales Order Form. If no period is stated on your sales quotation, the Initial Payment Period is one month.
2 LICENCE
2.1 Logical Office grants you the Licence upon the terms of this Agreement.
2.2 This Licence is for your benefit only, whether you are a business entity, an individual, or a group of individuals in which case these terms shall apply jointly and severally to you and all your associates.
2.3 This Licence is to use the Software on a monthly basis and you agree to pay the Monthly Licence Charge for the Minimum Licence Period and thereafter every month until termination of this agreement. 2.4 Failure to pay the Monthly Licence Charges may result in the Software being disabled. The Monthly Licence period may be paid quarterly or annually in advance.
3 SOFTWARE UPGRADES
3.1 This Licence entitles you to the Software Upgrades (as issued by Logical Office from time to time) for the duration of this Agreement.
3.2 Logical Office will not charge you for Software Upgrades, which shall be supplied under the same terms as this Agreement and will replace your existing Software.
3.3 The supply of Software Upgrades does not include any installation work and is limited to the supply of the Software itself. Following initial installation, this is usually an automatic process requiring no charges.
3.4 It is your responsibility to configure your network anti-virus/firewall/security software to allow automatic updates. If not done, Logical Office will charge for work done implementing Software Upgrades on a time and materials basis.
4 LICENCE CHARGE
4.1 The Licence Charge is based on a formula using the number of companies and concurrent users required.
4.2 Logical Office will review and increase the Monthly Licence Charge at the first anniversary of the Licence Start Date or thereafter from time to time but not more frequently than annually to take into account inflation and/or increased costs due to increased cost of working, external factors or research and development costs.
4.3 Should you request a change to the number of concurrent user licences you require then Logical Office will change the Monthly Licence Charge accordingly based on the current price list in force from time to time.
5 PAYMENT TERMS
5.1 This Agreement commences upon the Licence Start Date at which time you agree to pay the Initial Payment fully in advance.
5.2 You agree to set up a direct debit arrangement with your bankers to pay Logical Office on a monthly or quarterly basis in advance starting at the expiry of the Initial Payment Period. You will make annual payments manually and not by direct debit.
5.3 The Licence Charge shall not include local tax (VAT in UK) which shall be payable by you if applicable in the manner and at the rate from time to time prescribed by law.
5.4 Additional charges made for support and services outside the scope of this Agreement shall be paid according to the payment terms stated on the on the applicable Logical Office invoice or sales quotation.
5.5 Should you fail to enter into a direct debit arrangement then a monthly administrative of charge will be made to cover manual processing of your monthly payment.
6 PERMITTED USE
6.1 As licensee of the authorised copy of the Software, subject to the terms of this agreement, you may;
6.1.1 install the Software on and use it only for processing data on one server computer and the non-server computers attached to it; and
6.1.2 copy the Software for backup and archival purposes only, provided that the original and each copy is kept in your possession and that your installation and use of the Software does not exceed that allowed by this Agreement. For the avoidance of doubt, Logical Office shall not be liable for any loss you may suffer, including but not limited to loss of data, due to your failure to make appropriate and verifiable backup or security copies of all your data on a daily basis to a sufficient quantity of external media from which it can be easily restored, such copies to include documents, SQL database, templates and any other data used by the Software.
6.2 Any backup copies shall in all respects be subject to the terms and conditions of this Agreement and shall be deemed to form part of the Software.
6.3 in the case of using a third party hosting company then the installation shall be on their equipment and the licencing shall still apply.
7 RESTRICTIONS ON USE
7.1 You may not:
7.1.1 install the Software on more than one server at the same time;
7.1.2 sublicense, assign, rent, lease or transfer the Licence or the Software;
7.1.3 allow more than the licensed number of users or companies to use the Software concurrently;
7.1.4 translate, reverse engineer the whole or any part of the Software from object code into source code, decompile, disassemble, modify, merge or combine the Software except to the extent required to be permitted by law.
7.1.5 create derivative works based on the Software;
7.1.6 make or distribute copies of the Software except for backup or archival purposes as permitted hereunder;
7.1.7 use or allow anyone else to use any backup copy of the Software for any purpose other than data recovery or archive searching;
7.1.8 copy the Software Documentation;
7.1.9 demonstrate the software to or allow access to the Software or any documentation relating to the Software by any third parties who are not sales prospects for Logical Office and/or who offer competitive solutions to Logical Office;
7.1.10 use the software after this agreement has terminated.
7.2 You are only permitted to operate the Software only on equipment and third party software approved for usage by Logical Office.
8 TITLE
8.1 As licensee you are purchasing a right to use the Software for a limited time only. Logical Office shall at all times retain ownership of the Software.
8.2 Logical Office retains all rights in relation to the Intellectual Property in the Software, Software Documentation, Software Upgrades and Workflows.
9 CONFIDENTIALITY
9.1 You shall:
9.1.1 keep confidential the Software and limit access to the same to those of your employees, agents and sub-contractors who either have a need to know or who are engaged in the use of the Software;
9.1.2 reproduce on any copy of the Software Logical Office’s copyright, trade mark and other proprietary notices;
9.1.3 without prejudice to the foregoing take all such other steps as shall from time to time be necessary to protect the Confidential Information and Logical Office’s Intellectual Property rights in the Software.
9.2 You shall inform all relevant employees, agents and sub-contractors that the Software constitutes confidential information of Logical Office and that all Intellectual Property rights therein are the property of Logical Office and you shall take all such steps as shall be necessary to ensure compliance by your employees agents and sub-contractors with the provisions of this clause.
10 WARRANTY
10.1 Logical Office warrants that, during the Warranty Period, the media on which the Software is provided if applicable will be free from defects in materials and workmanship under normal use.
10.2 If the media fails to conform to this warranty, you may, as your sole and exclusive remedy, obtain a replacement free of charge, provided that you return the defective media to your supplier during the Warranty Period with a dated proof of purchase.
10.3 Logical Office warrants that, during the Warranty Period, the Software in this package will materially conform to the Software Documentation.
11 DISCLAIMER
Logical Office does not warrant that the Software will meet your requirements or that its operation will be uninterrupted or error free. Logical Office excludes and hereby expressly disclaims all express and implied warranties or conditions not stated herein, so far as such exclusion is or disclaimer is permitted under applicable law.
12 SOFTWARE SUPPORT
12.1 If you experience problems with the Software then you may report such problems to Logical Office by e-mail at support@logical-office.com or by telephone and Logical Office will use reasonable endeavours to answer such queries and provide advice relating to the usage of the Software but not within a guaranteed response time.
12.2 Logical Office is not obliged to assist with problems arising from issues not directly related to the Software including but not limited to problems with operating systems, system configuration, network connections, network permissions, remote access, equipment, imported data, any third party software such as anti-virus, third party hosting or the configuration and installation of such, for which you should have third party support arrangements in place.
12.3 Without prejudice to clause 11 Logical Office will endeavour to rectify errors in the Software which it considers to be serious and make a corrected version available to you, but will not guarantee any minimum timescale for such work.
12.4 Any support services required which are beyond the scope of this Agreement including but not limited to network support, recovering programs and/or data following equipment or system malfunction will be chargeable on a time and materials basis, and Logical Office will not be under any obligation to provide such services.
12.5 Logical Office will provide you with Software Upgrades downloadable from its web site by email or on media incorporating error fixes and enhancements from time to time when they become available.
12.6 If you require a higher level of support and defined response times you should enter into a separate agreement to support the Software with an authorised Logical Office business partner, your preferred support company, or direct with Logical Office.
12.7 If the Software you are using has been superseded by a Software Upgrade or later version, Logical Office’s obligation to assist with problems with the superseded (old versions of the) Software will not exceed a period of six months from the date of release of the Software Upgrade.
12.8 The support of Workflows is not included under this licence, and will be provided on a chargeable time and materials basis, or under a separate support agreement.
12.9 You will pay for all telephone calls made by Logical Office in the provision of support to you including calls to third parties which are required to investigate and resolve support issues.
12.10 You agree to pay for support provided in order to correct data when such correction is required as a result of operator error, failure to take daily security copies of your data, failure to use the software in accordance with instructions provided by Logical Office, or your use of incompatible or out-of-date software.
12.11 You agree to pay for support required to install new or upgrades to equipment, operating systems, and third party software. 12.12 You agree to take your own security copies of your databases, documents, templates, Workflows and any data you require to run the Software, such back-up copies to be made daily or at the minimum period for which you are willing to accept loss of data.
12.12 You agree to pay for support required to assist in resolving problems associated with upgrading third party software against advice given by Logical Office not to do so.
13 LIMITATION OF LIABILITY
13.1 The following provisions set out the Logical Office’s entire liability (including any liability for the acts and omissions of our employees, agents or sub-contractors) to you in respect of:
13.1.1 any breach of Logical Office’s contractual obligations arising under this Agreement; and
13.1.2 any representation statement or tortious act or omission including negligence arising under or in connection with this Agreement
13.2 Any act or omission on the part of Logical Office or its employees agents or sub-contractors falling within clause 13.1 above shall for the purposes of this clause be known as an “Event of Default” but excluding any event falling within clause 13.3 in respect of which the limitations and restrictions in this clause 13 shall not apply.
13.3 Nothing in this Agreement shall limit or restrict Logical Office’s liability to you for fraud in the performance of this Agreement or for death or personal injury resulting from its own or that of its employees’, agents’ or sub-contractors’ negligence.
13.4 Subject to the limits set out in clause 13.5 below Logical Office shall accept liability to you in respect of damage to your tangible property resulting from the negligence of Logical Office or its employees, agents or sub-contractors.
13.5 Subject to the provisions of clause 13.3 above Logical Office’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to:
13.5.1 £100,000 in the case of an Event of Default falling within clause 13.4; and
13.5.2 in the case of any other Event of Default the lesser of either £100,000 or the Licence Charge paid by you to Logical Office in the immediately preceding period twelve (12) months.
13.6 Logical Office shall not be liable to you in respect of any Event of Default for loss of profits, anticipated savings or revenue, loss of data, goodwill or any type of special indirect or consequential loss (including loss or damage suffered by you as a result of any action brought by a third party) even if such loss was reasonably foreseeable or Logical Office had been advised of the possibility of you incurring the same.
13.7 If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this Agreement.
13.8 You hereby agree to afford Logical Office not less than ninety (90) days (following notification thereof by you) in which to remedy any Event of Default hereunder.
13.9 Except in the case of an Event of Default arising under clause 13.3 Logical Office shall have no liability to you in respect of any Event of Default unless you shall have served notice of the same upon Logical Office within two (2) years of the date you became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.
13.10 Nothing in this clause shall confer any right or remedy upon you to which you would not otherwise be legally entitled.
13.11 Logical Office will not be liable in any circumstances for any losses caused by use of the Software prohibited by this Agreement.
14 TERMINATION
14.1 In the event of a failure by you to comply with any provisions of this Agreement, Logical Office will be entitled to terminate the Agreement immediately and without refund to you.
14.2 You may terminate this agreement by sending a letter or email from a director or authorised company officer to Logical Office with a notice period which shall be no less than one month from the date on which the next Monthly Licence Charge is due to be paid. You may not terminate this agreement before the Minimum Licence Period has expired.
14.3 Upon termination your licence to use expires and you shall immediately cease using the Software and allow remote access by Logical Office staff to amend the authorisation code and/or delete all copies of the Software from your computer system, and you shall if so requested by Logical Office return all hard copies of the Software to Logical Office e.g. CDs.
14.4 Upon termination Logical Office will de-licence the use of the software and disable it.
14.5 Logical Office will assist in migrating any data to your own site and may charge for this service on a time and materials basis.
14.6 Where you cause a delay in the implementation of Logical Office and/or the development of any Workflows required and this delay exceeds three months from the date of order and is totally attributable to you, Logical Office reserves the right to re-quote for the work required, remove any discounts and revise any implementation timescales. You agree to accept any increased charges arising. A refund will not be made if you terminate the agreement.
15 SEVERABILITY
If any term or provision in this Agreement shall be held to be illegal or unenforceable in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the validity and enforceability of the remainder of this Agreement shall not be affected.
16 ENTIRE AGREEMENT
You have read and understand this Agreement and, agree that it constitutes the complete and exclusive statement of the agreement between us with respect to the subject matter hereof and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between the parties relating to this subject unless made fraudulently.
17 ASSIGNMENT
This Agreement is personal to you and you may not assign, transfer, sub-contract or otherwise part with this Agreement or any right or obligation under it without Logical Office’s prior written consent.
18 FORCE MAJEURE
Logical Office shall not be responsible for any failure to meet the provisions of this Agreement due to unforeseen circumstances or to causes beyond its control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labour or materials.
19 THIRD PARTIES
19.1 Subject to clause 19.2, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
19.2 The successors and permitted assignees of Logical Office shall be entitled to enforce the terms of this Agreement.
20 LAW AND DISPUTES
This Agreement shall be governed by and construed in accordance with English law and the parties irrevocably submit to the non-exclusive jurisdiction of the English courts.