Icon_archive

Tacit Simulations Ltd Terms and Conditions (Section A) and Software Licence (Section B)

Online business and consumer goods, services and digital content terms and conditions.
Software licence terms and conditions.

Section A: Terms and conditions for the supply of goods, services and digital content to both consumers and businesses.

These terms reflect the changes introduced by the Consumer Rights Act 2015 which applies to consumer contracts formed on or after 1 October 2015 (or 1 October 2016 for contracts for certain rail passenger services, carriage by air and sea and inland waterway transport).

OUR TERMS

  1. THESE TERMS

1.1

These are the terms and conditions on which we supply products to you, whether these are goods, services or digital content.

1.2

Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.

1.3

In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:

  • You are an individual.
  • You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).

1.4

If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

2. INFORMATION ABOUT US AND HOW TO CONTACT US

2.1

We are Tacit Simulations Ltd. incorporated and registered in England and Wales with company number 09319830 whose registered office is at Clovelly, 4 Ashburnham Road, Ampthill, Beds, MK45 2RH, United Kingdom, and a trading address of UCMK 502 Avebury Boulevard, Milton Keynes, MK9 3HS, United Kingdom. Our registered VAT number is GB221037462.

 2.2

You can contact us through our Contact Us page www.tacitsims.com/contact/

2.3

 

If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

2.4

”Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

3. OUR CONTRACT WITH YOU

3.1

Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us where you accept these terms and our Privacy Policy.

3.2

If we are unable to accept your order, we will inform you of this in writing and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.

 3.3

We will assign an invoice number or order number to your order and tell you what it is when we accept your order. It will help us if you can tell us this number whenever you contact us about your orders.

4. OUR PRODUCTS

4.1

If we are making a product to the specifications you have given us you are responsible for ensuring that these specifications are correct.

5. YOUR RIGHTS TO MAKE CHANGES

5.1

If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

6. OUR RIGHTS TO MAKE CHANGES

6.1

We may change the product:

(a)  to reflect changes in relevant laws and regulatory requirements, this may result in a change to the timescales that you can expect to receive your product and/or service and the exact specifications of the product and/or service. We will notify you of these changes should they occur. and

(b)  to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect the functionality of the product.

6.2

In addition, as we informed you in the description of the product on our website and our marketing materials, we may make the following changes to these terms or the product, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any products/services paid for but not received:

6.3

We may update or require you to update digital content, provided that the digital content shall always match the description of it that we provided to you before you bought it.

7. PROVIDING THE PRODUCTS

7.1

The costs of delivery as applicable will be as displayed to you on your order.

7.2

During the order process we will let you know when we will provide the products and/or services to you. If the products are ongoing subscriptions we will also tell you during the order process when and how you can end the contract.

(a). If the products are goods we will deliver them to you as soon as reasonably possible.

(b)  If the products are one-off services. We will begin the services on the date agreed with you during the order process. The estimated completion date for the services is as told to you during the order process.

(c)  If the product is a one-off purchase of digital content. We will make the digital content available for download by you as soon as we accept your order.

(d)  If the products are ongoing services or a subscription to receive goods or digital content. We will supply the services, goods or digital content to you until either the services are completed or the subscription expires (if applicable) or you end the contract as described in Clause 8.Or we end the contract by written notice to you as described in Clause 10.

7.3

If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event.

7.4

If you do not allow us access to your property to perform the services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the contract and Clause 10.2 will apply.

7.5

You own a product which is goods once we have received payment in full.

7.6

We may need certain information from you so that we can supply the products to you, for example, specifications should you require a bespoke product. If so, this will have been stated in the description of the products on our website. We will contact you in writing or by phone to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and Clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

7.7

We may have to suspend the supply of a product to:

(a)  deal with technical problems or make minor technical changes;

(b)  update the product to reflect changes in relevant laws and regulatory requirements;

(c)  make changes to the product as requested by you or notified by us to you (see Clause 6.).

7.8

We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency.

7.9

If you do not pay us for the products when you are supposed to (see Clause 14.4) and you still do not make payment within 14 days of us reminding you that payment is due, we may suspend supply or our delivery of our service of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the unpaid invoice (see Clause 14.7). We will charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see Clause 14.6).

8. YOUR RIGHTS TO END THE CONTRACT

8.1

Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:

(a)  If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see Clause 12. if you are a consumer and Clause 13. if you are a business;

(b)  If you want to end the contract because of something we have done or have told you we are going to do, see Clause 8.2;

(c)  If you are a consumer and have just changed your mind about the product, see Clause 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods;

(d)  In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see Clause 8.7 OR Clause 8.8.

8.2

If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:

(a)  we have told you about an upcoming change to the product or these terms which you do not agree to (see Clause 6.2);

(b)  we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;

(c)  there is a risk that supply of the products may be significantly delayed because of events outside our control;

(d)  we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons]; or

(e)  you have a legal right to end the contract because of something we have done wrong.

8.3

are a consumer then for most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.

8.4

Your right as a consumer to change your mind does not apply in respect of:

  1. a)digital products after you have activated the licence, started to download or stream;

(b)  services, once these have been completed, even if the cancellation period is still running;

(c)   sealed computer software, once these products are unsealed after you receive them; and

8.6

If you are a consumer how long you have to change your mind depends on what you have ordered and how it is delivered.

(a) If you have bought digital content for download, you have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading or streaming. If we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind.

 8.7

Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see Clause 8.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for goods or digital content is completed when the product is delivered, downloaded or streamed and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end a contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract

9. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU ARE A CONSUMER WHO HAS CHANGED THEIR MIND)

9.1

To end the contract with us, please let us know by doing one of the following:

(a)   Email us at info@tacitsims.com. Please provide your name, home address, details of the order and, where available, your phone number and email address.

 (b)   Write to us at Tacit Simulations Ltd, UCMK, 502 Avebury Boulevard, Milton Keynes, MK9 3HS, England‎, including details of what you bought, when you ordered or received it and your name and address.

9.2

If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them, post them back to us at Tacit Simulations Ltd, UCMK, 502 Avebury Boulevard, Milton Keynes, MK9 3HS, England‎ or (if they are not suitable for posting) allow us to collect them from you. Please email us at info@tacitsims.com to arrange collection. If you are a consumer exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.

9.3

We will pay the costs of return:

(a)  if the products are faulty or misdescribed;

(b)  if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong; or

In all other circumstances (including where you are a consumer exercising your right to change your mind) you must pay the costs of return.

9.4

If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection.

9.5

If you are entitled to a refund under these terms we will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.

9.6

We may make deduction from refunds if you are a consumer exercising your right to change your mind for the least expensive delivery method or the length of period that a service was supplied or cost of products already delivered.

9.7

We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind then:

(a)  Within 14 days from the day on which we receive the product back from you; or

(b)  In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.

10. OUR RIGHTS TO END THE CONTRACT

10.1

We may end the contract for a product at any time by writing to you if:

 (a)  you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;

(b)  you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example specifications for a bespoke product that we are building for you.;

(c)  you do not, within a reasonable time, allow us to deliver the products to you or collect them from us;

(d)  you do not, within a reasonable time, allow us access to your premises to supply the services; or

10.2

If we end the contract in the situations set out in Clause 10.1 we will refund any money you have paid in advance for products we have not provided but we may deduct reasonable compensation for the net costs we will incur as a result of your breaking the contract .

10.3

We may write to you to let you know that we are going to stop providing the product. We will let you know at least 28 days in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.

11. IF THERE IS A PROBLEM WITH THE PRODUCT

11.1 

If you have any questions or complaints about the product, please contact us through our website www.tacitsims.com/contact/

 

12. YOUR RIGHTS IN RESPECT OF DEFECTIVE PRODUCTS IF YOU ARE A CONSUMER

12.1

If you are a consumer we are under a legal duty to supply products that are in conformity with this contract.

12.2

If you wish to exercise your legal rights to reject products you must either return them in person or post them back to us.

13. YOUR RIGHTS IN RESPECT OF DEFECTIVE PRODUCTS IF YOU ARE A BUSINESS

13.1

If you are a business customer we warrant that on delivery, and for a period of 12 months from the date of delivery (warranty period), any products which are goods shall:

(a)  conform in all material respects with their description and any relevant specification;

(b)  be free from material defects in design, material and workmanship;

(c)  be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(d)   be fit for any purpose held out by us.

13.2

Subject to Clause 13.3, if:

(a)  you give us notice in writing during the warranty period within a reasonable time of discovery that a product does not comply with the warranty set out in Clause 13.1;

(b)  we are given a reasonable opportunity of examining such product; and

(c)  you return such product to us at our cost,

we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.

13.3

We will not be liable for a product’s failure to comply with the warranty in Clause 13.1 if:

(a)  you make any further use of such product after giving a notice in accordance with Clause 13.2(a);

(b)  the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;

(c)  the defect arises as a result of us following any drawing, design or specification supplied by the Customer;

(d)  you alter or repair the product without our written consent; or

(e)  the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.

13.4

Except as provided in this Clause 13., we shall have no liability to you in respect of a product’s failure to comply with the warranty set out in Clause 13.1.

13.5

These terms shall apply to any repaired or replacement products supplied by us under Clause 13.2.

14. PRICE AND PAYMENT

14.1

The price of the product (which includes territory specific taxes such as VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see Clause 14.3 for what happens if we discover an error in the price of the product you order.

14.2

If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.

14.3

It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.

14.4

We accept payment by credit and debit card and Paypal. When you must pay depends on what product you are buying:

(a)  For goods, you must pay for the products before we dispatch them. We will charge your debit card, credit card or Paypal account at the point of order if you are downloading a product, if we are sending you a product we will not charge your credit card, debit card or Paypal account until we dispatch the products to you.

(b)  For digital content, you must pay for the products before you download them.

(c)  For services, Unless otherwise agreed in writing, you must make an advance payment of 50% of the price of the services, before we start providing them. We will invoice you for the balance of the price of the services when we have completed them. You must pay each invoice within 14 calendar days after the date of the invoice.

14.5

If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

14.6

If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 8% a year above the Bank of England base rate of the time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

14.7

If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

15. Intellectual Property Rights

15.1

The Intellectual Property Rights in all materials provided to you, or otherwise generated during the course of carrying out our Services, shall remain the property of Tacit Simulations Limited. No report, document or publication produced by us (in whatever form) may be reproduced, in whole or in part, without our prior written consent.

16. CONFIDENTIALITY AND PUBLICITY

16.1

We will keep confidential all information (whether provided orally, in writing or in any other form) that you provide to us by you. We will, however, be free to use any skill, know-how or methodologies employed in performing the Services when performing our Services. In particular, Tacit Simulations Limited shall, subject to complying with its obligations under this section, be free to act for clients whose interests compete with or oppose yours without having to obtain your

consent to it so doing.

16.2

 You will keep confidential any know-how, methodologies or technology used by us to carry out the Services.

16.3

We will obtain your permission in advance before publicising work undertaken on your behalf. However, we assume the right to refer to you in proposals or other similar submissions made to prospective clients without obtaining permission, unless you write to us expressly prohibiting such disclosure.

16.4

All services, products, advice and electronic downloads etc. provided by us to you are provided solely for your use and for the specific purposes. Save as expressly agreed to the contrary with us, they should not be disclosed or provided in whole or in part to any third party without our prior written consent. In the absence of such consent and an express assumption of responsibility, no responsibility whatsoever is accepted by us for any consequences arising from any reliance upon our work by any person other than the purchaser of our products/services etc.

16.5

You agree that we will have complied with our duty of confidentiality if we take such reasonable steps as we in good faith think fit to preserve confidential information both during and after termination of this agreement.

16.6

The provisions in this section 16 restricting disclosure of confidential information shall not apply to any information which:

· is or becomes public knowledge other than as a consequence of breach of this Agreement;

· is disclosed to our auditors, insurers or in connection with potential litigation;

· or is required to be disclosed by any applicable law, regulatory authority or order of a court of competent jurisdiction or enforceable request of any recognised stock exchange or other competent authority (including HM Revenue and Customs).

17. DATA PROTECTION

17.1

Unless the context otherwise requires, words and phrases in this paragraph shall have the meaning given to them by the Data Protection Act 1998 irrespective of the place of residence of any relevant individuals.

17.2

We may process on your behalf any Personal Data (as defined in the Data Protection Act 1998) you have provided to us. Any such processing shall be in accordance with, and subject to, your instructions except as described below. We will ensure that all appropriate technical and organisational measures are taken to protect any Personal Data supplied by you to us against unauthorised or unlawful processing, accidental loss, destruction or damage, including when we sub-contract any processing (for example, in the case of external storage of data). Your instructions are taken to include the use by us, where appropriate, of independent contractors for data and file storage, back-up, destruction and the like, in accordance with the foregoing.

17.3

We and our Partners (Parent Company or Sub-contractors) may from time to time use the contact details you and your representatives have provided to us to send invitations, marketing materials, updates or other publications that we feel may be of interest and to organise associated events as well as business meetings. Should any individuals not wish to receive marketing communications from us and our Partners, please notify your contact at Tacit Simulations Limited.

17.4

You agree that where necessary you will have obtained any appropriate consents from individuals, in connection with the above-described categories of processing, before providing us with Personal Data. It is also a term of this agreement that any Personal Data supplied by us to you about our employees and/or any third parties may only be used for the express purposes for which that information is provided to you.

18. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER

18.1

If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

18.2

This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products and for defective products under the Consumer Protection Act 1987

18.3

If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you reasonable compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

18.5

If you are a consumer we only supply the products  to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in Clause 19.

19. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS

19.1

Nothing in these terms shall limit or exclude our liability for:

(a)  death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);

(b)  fraud or fraudulent misrepresentation;

(c)  breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d)  defective products under the Consumer Protection Act 1987; or

(e)  any matter in respect of which it would be unlawful for us to exclude or restrict liability.

19.2

Subject to Clause 19.1:

(a)  we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and

(b)  our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty.

(c) In accordance with the disclosure requirements of the Services Regulations 2009, our professional indemnity insurer is Royal and Sun Alliance Plc brokered through Caunce O’Hara & Co Ltd, 82 King Street, Manchester, M2 4WQ.

20. HOW WE MAY USE YOUR PERSONAL INFORMATION

20.1

We will use the personal information you provide to us:

(a)  to supply the products to you;

(b)  to process your payment for the products; and

(c)  to give you information about similar products that we provide, but you may stop receiving this at any time by contacting us.

20.2

Where we extend credit to you for the products we may pass your personal information to credit reference agencies and they may keep a record of any search that they do.

20.3

We will only give your personal information to other third parties where the law either requires or allows us to do so.

21. OTHER IMPORTANT TERMS

21.1

We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer you may contact us to end the contract within 14 days of us telling you about it and we will refund you any payments you have made in advance for products not provided.

21.2

Unless agreed in writing you shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these terms.

21.3

This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.

21.4

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

21.5

If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.

 21.6

These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

21.7

Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are a consumer and are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider.

21.8

If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

22. COMPLAINTS PROCEDURE

22.1

We want to ensure that your affairs are handled in the most efficient way by the team responsible. If you are dissatisfied with any part of our service please tell us via our contact us page: https://www.tacitsims.com/contact/

22.2

You agree that you will not take action or commence any proceedings against Tacit Simulations Limited without first addressing your complaint to us in accordance with 22.1

23. OUR MEMBERS AND EMPLOYEES

23.1

Having regard to our interest in limiting the personal liability and exposure to litigation of our members and employees, you agree not to bring any claim of any kind against any of our members or employees personally in relation to the performance of the Services unless the claim arises from the fraud, dishonesty or illegal acts of that member or employee (but this will not exclude or limit the liability of Tacit Simulations Limited for the acts or omissions of its members or employees performed within the scope of their authority or contract of employment as the case may be). It is agreed that, where applicable, our members and employees shall have the right to enforce this section pursuant to the Contracts (Rights of Third Parties) Act 1999 (or otherwise).

 

Section B: Software Licence Tacit Simulations

PLEASE READ THESE LICENCE TERMS CAREFULLY

This licence agreement (Licence) is a legal agreement between you (Licensee or you or user) and Tacit Simulations Limited – working offices of 502 Avebury Boulevard, Milton Keynes, MK9 3HS, United Kingdom and registered office Clovelly, 4 Ashburnham Road, Ampthill, Bedfordshire, MK45 2RH, United Kingdom (Licensor, us, our or we) for:

  • NAME OF SOFTWARE AND VERSION TO BE NOTED ON INVOICE/RECEIPT computer software, the data supplied with the software, and the associated media (Software); and
  • printed materials and online or electronic documentation (Documentation).

We license use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.

OPERATING SYSTEM REQUIREMENTS: This software requires the following minimum system requirements set in the following link: https://www.tacitsims.com/wp-content/uploads/2016/07/Minimum-System-Requirements.pdf

  1. GRANT AND SCOPE OF LICENCE, MINOR CHANGES, UPDATES AND UPDGRADES

1.1

In consideration of you agreeing to abide by the terms of this Licence and our Privacy Policy, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation on the terms of this Licence for a period of ONE year or until terminated in accordance with this Licence or receipt of invoice (for example if you buy a one month licence).

1.2

If you are a Consumer Licensee or Consumer user, you may:

(a)   install and use the Software for your personal purposes only:

(i)   on one central processing unit (CPU) if the Licence is a single-user licence or the Software is for single use; or

(ii)   if the Licence is a multi-user or network licence, for the number of concurrent users agreed between you and us.

(b)   provided it is used at any one time on only one computer owned or leased by you, transfer the Software from one computer to another;

(c)   provided you comply with the provisions in Condition 2, you can make copies of the Software for back-up purposes;

(d)   receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by the Licensor from time to time (but see Condition 1.3 and Condition 1.4 below);

(e)   use any Documentation in support of the use permitted under Condition 1.2 and make copies of the Documentation as are reasonably necessary for its lawful use.

1.3

If you are a Business Customer or Business user, you may:

(a)   For the purposes of Clause 1.1, “use of the Software” means loading the Software into temporary memory or permanent storage on the relevant computer, provided that installation on a network server for distribution to other computers is not “use” if the Software is licensed under this licence for use on each computer to which the Software is distributed.

(b)   you may not use the Software other than as specified in Clause 1.1 and Clause 1.3(a) without the prior written consent of us, and you acknowledge that additional fees may be payable on any change of use approved by us.

(c)   you may make a backup copy of the Software as may be necessary for its lawful use. You shall record the number and location of the copy of the Software and take steps to prevent unauthorised copying.

(d)   the Third-Party Software shall be deemed to be incorporated within the Software for the purposes of this licence (except where expressly provided to the contrary) and use of the Third-Party Software shall be subject to the Third-Party Additional Terms.

(e)   you shall indemnify and hold us harmless against any loss or damage which it may suffer or incur as a result of your breach of any Third-Party Additional Terms howsoever arising.

(f)   we may treat your breach of any Third-Party Additional Terms as a breach of this licence.

1.4

We may update or require you to update the Software, provided that the Software shall always match the description of it that we provided to you before you bought it.

1.5

The Software may be upgraded to reflect changes in the Operating System. The Software will work with the current or previous version of that Operating System (as it may be updated from time to time).]

  1. RESTRICTIONS

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

(a)   not to copy the Software or Documentation, except as set out in 1.3(d) and/or where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;

(b)   not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software or Documentation nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

(c) not to run workshops or training for anyone other than your staff or students that you employ or teach.

(d)   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 sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Software to obtain the information necessary to create an independent program that can be operated with the Software or with another program (Permitted Objective), and provided that the information obtained by you during such activities:

(i)   is used only for the Permitted Objective;

(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 in order to achieve the Permitted Objective; and

(iii)   is not used to create any software that is substantially similar in its expression to the Software;

(d)   to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;

(e)   to include our copyright notice on all entire and partial copies of the Software in any form;

(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;

(g)   not to use the Software via any communications network or by means of remote access.

(h)   to comply with all applicable technology control or export laws and regulations.

  1. FEES

3.1

You shall pay to us licence fees. The licence fee is usually payable prior to download of the Software and the price is usually set out on the Tacit Simulations website or on a quote provided by us.

3.2

If you have a licence that is longer than two months, you will be informed in writing (“Renewal Letter”) 45 days prior to the expiry of the licence and asked if you wish to renew the licence at the price set out in the Renewal Letter. If you do not respond the licence will automatically be renewed at the price set out in the Renewal Letter. You will have until 30 days before the expiry of the licence to inform us whether you want to cancel the licence whereby the licence will auto-renew for the duration of your previous licence.

3.3

We will charge for the licence using the same card or other payment method that you previously used.

3.4

If you have a purchased a licence for less than two months your licence will not be automatically renewed unless agreed in writing.

  1. INTELLECTUAL PROPERTY RIGHTS

4.1

You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Software or the Documentation other than the right to use the Software and the Documentation in accordance with the terms of this Licence.

4.2

You acknowledge that you have no right to have access to the Software in source code form other than as expressly provided in this Licence.

  1. WARRANTY

5.1

We warrant that:

(a)   the Software will, when properly used on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documentation;

(b)   the Documentation correctly describes the operation of the Software in all material respects

for a period of 90 days from the date of installation of the Software (Warranty Period).

5.2

If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documentation, we will, at our sole option, either repair or replace the Software, provided that you give us proof of purchase and make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.

5.3

The warranty does not apply:

(a)   if the defect or fault in the Software results from you having altered or modified the Software;

(b)   if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence;

5.4

This warranty is in addition to your legal rights in relation to Software that is faulty or not as described.

  1. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

6.1

We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Licence or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time this Licence was made, both we and you knew it might happen.

6.2

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

6.3

When we are liable for damage to your property. If defective digital content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

6.4

If you are a consumer, the Software is for domestic and private use. If you use the Software for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

6.5.

If you are a business, except as expressly stated in Clause 6.6:

(a)  we shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(i)   special damage even if we were aware of the circumstances in which such special damage could arise;

(ii)   loss of profits;

(iii)   loss of anticipated savings;

(iv)   loss of business opportunity;

(v)   loss of goodwill;

(vi)   loss or corruption of data,

provided that this Clause 6.5(a) shall not prevent claims for loss of or damage to your tangible property that fall within the terms of Clause 6.5(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this Clause 6.5(a);

(b)   our total liability, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and

(c)   you agree that, in entering into this licence, either you did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this licence or (if you did rely on any representations, whether written or oral, not expressly set out in this licence) that you shall have no remedy in respect of such representations and (in either case) we shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.

6.6

The exclusions in Clause 6.5 shall apply to the fullest extent permissible at law, but we do not exclude liability for:

(a)   death or personal injury caused by the negligence of the Licensor, its officers, employees, contractors or agents

(b)   fraud or fraudulent misrepresentation;

(c)   breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d)   any other liability which may not be excluded by law.

6.7

You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.

  1. TERMINATION

7.1

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.

7.2

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; and

(c)   you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

  1. COMMUNICATIONS BETWEEN US

8.1

If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by email to info@tacitsims.com We will confirm receipt of this by contacting you in writing, normally by email.

8.2

If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide or confirm to us.

  1. OTHER IMPORTANT TERMS

9.1

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

9.2

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

9.3

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

9.4

Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

9.5

If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

9.6

Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts.

9.7

Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider.

BY PURCHASING THIS SOFTWARE YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU.

Stay in touch with all our latest updates

Subscribe to our Mailing List