Terms & Conditions
1. GRANT OF LICENCE AND LICENCE TERMS
1.1 Grant of Licence: DBSEA LIMITED (dBSea Ltd) grants a licence to Customer to access and use the Software, and Customer agrees to pay for such access and use, on the basis set out in the Customer’s dBSea Ltd Quote and these Licence Terms.
2. LICENCE SCOPE
2.1 Software: dBSea
2.2 Licence Type:
These Licence Terms apply to the Software and the following types of licence:
(a) Trial licence
(b) Subscription single-user licence
(c) Subscription multi-user licence
(d) Subscription academic single-user licence
(e) Subscription academic multi-user licence
2.3 Pre-Activation Use: If the Customer is a first-time user of the Software, before activating a Licence, the Customer may download and install the Software, free of charge, for the purposes of viewings its features and functionality, and assessing its compatibility with the Customer’s own systems (Pre-Activation Use). Pre-Activation Use is subject to the following conditions:
(a) These Licence Terms apply to the Software under Pre-Activation Use.
(b) Pre-Activation Use does not grant the Customer any rights to use the Software beyond the limited purposes set out in this clause 2.3.
(c) A valid Licence must be activated before the Software can be used for any other purpose.
(d) The Customer acknowledges that Software made available for Pre-Activation Use will not have all features and functionalities available for use by the Customer and Authorised Users.
2.4 Licence Transition
These Licence Terms will continue to apply to any change of or transition between Licence Types without the need for the parties to enter into any further agreement, except where otherwise required by dBSea Ltd.
2.5 Permitted Purpose.
The Permitted Purpose under these Licence Terms is in accordance with the Licence Type as listed below:
(a) Trial Licence: For Software licensed on a trial licence, the permitted purpose will be use for the purpose of evaluating the Software only. The Customer acknowledges and agrees that Software licenced on a trial basis may not have all features and functions of the Software available for use by the Customer and Authorised Users.
(b) Subscription Single-User Licence, Subscription Multi-User Licence: For Software licensed on a subscription single-user licence or subscription multi-user licence, the permitted purpose will be use for the Customer's internal business purposes only.
(c) Subscription Academic Single-User Licence, Subscription Academic Multi-User Licence: For Software licensed on a subscription academic single-user licence or subscription academic multi-user licence, the permitted purpose will be for academic study purposes only, and for the avoidance of doubt will exclude use of the Software for any commercial purposes or any purpose for which the user may receive payment (in money or kind) for outputs created through use of the Software, unless that purpose has been expressly agreed to in writing by dBSea Ltd.
2.6 Additional Terms
(a) Subscription Single-User Licence or Subscription Academic Single-User Licence: Where the Licence Type is a subscription single-user licence or subscription academic single-user licence, the Software may be installed on multiple Customer computers or devices, but it may only be used in conjunction with an Access Code or Access Device and each Access Code and Access Device may only be used on one computer at any one time.
(b) Subscription Multi-User Licence or Subscription Academic Multi-User Licence: Where the Licence Type is a subscription multi-user licence or subscription academic multi-user licence:
(i) the Software may be installed on multiple Customer computers or devices; but
(ii) the Software may only be simultaneously used on a number of computers or devices that is equal or less than the number of Runtime Licences for the Software that have been purchased by the Customer; and
(iii) at least one Runtime Licence must be purchased for each geographical region in which the Software is intended to be used.
(iv) For the purposes of these Licence Terms, a geographical region is typically a city region (for example Greater London).
3. DEFINITIONS AND INTERPRETATION
3.1 Definitions: In these Licence Terms, unless the context indicates otherwise:
Access Codes means the access code(s) provided to the Customer, System Administrator and/or Authorised Users by dBSea Ltd, enabling Authorised Users to access the Site and/or the Software, including user ID and password(s);
Access Device means the access equipment (including Thales Sentinel and HASP Keys) provided to the Customer, the System Administrator and/or Authorised Users by dBSea Ltd, enabling Authorised Users to access and use the Software;
Aggregated Data means any data or information arising from dBSea Ltd’s aggregation of data (including Customer Data) relating to the Software users;
Authorised Dealer means any third-party dealer, distributor, or reseller who has been expressly authorised in writing by dBSea Ltd to license or distribute the Software on dBSea Ltd’s behalf;
Authorised User means an employee or individual contractor of the Customer authorised by the Customer to use the Software;
Business Day means any day excluding Saturdays, Sundays and statutory public holidays in London;
Commencement Date means in respect of any Software, the date that the Customer first downloads or has access to use that Software;
Confidential Information means information, including data and personal information, that:
(a) is by its nature confidential;
(b) is marked by either party as 'confidential', 'in confidence', 'restricted' or 'commercial in confidence';
(c) is provided by either party or a third party 'in confidence'; or
(d) the recipient party knows, or ought to know, is confidential.
Customer means a person who has either:
(a) received a dBSea Quote and confirmed acceptance of that dBSea Quote to dBSea Ltd or an Authorised Dealer; or
(b) downloaded or otherwise accessed a copy of the Software (including for Pre-Activation Use), regardless of whether a dBSea Quote has been issued.
Customer Data means any information and data collected by and stored in dBSea Ltd's (or its third party service provider's) systems and/or servers as a result of the Customer's use of the Software but excludes, for the avoidance of doubt, any data collected by dBSea Ltd in the course of making the Software and related services available to the Customer, or any operational or technical data collected for the purposes of monitoring, supporting or improving the performance, availability, or security of the Software or related services;
Defect means a bug, error or defect in the Software;
Documentation means any instruction manuals, user guides and/or other information made available by dBSea Ltd to its customers generally in connection with the use of the Software;
Insolvency Event means, in respect of a party:
(a) that party has gone into liquidation or a receiver or statutory manager is appointed in respect of itself or any material part of its assets (other than for the purposes of a solvent restructuring);
(b) that party has ceased to exist, other than as part of an amalgamation, in which the party is one of the companies being amalgamated;
(c) that party has made an application to a court for, or a resolution has been proposed or any other step has been taken in anticipation of, the appointment of an administrator, or an administrator has been appointed;
(d) any step has been taken to enter into any arrangement between that party and its creditors;
(e) that party has become unable to pay its debts as they fall due or is presumed under applicable legislation to be unable to pay its debts; or
(f) is the subject of any event analogous in nature to those listed in (a) to (e) of this definition, under the laws of any relevant jurisdiction;
Intellectual Property means trade marks, rights in domain names, copyright, patents, registered designs, circuit layouts, rights in computer software, databases and lists, rights in inventions, confidential information, know-how and trade secrets, operating manuals, quality manuals and all other intellectual property, in each case whether registered or unregistered (including applications for the grant of any of the foregoing) and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world, including the goodwill associated with the foregoing and all rights of action, powers and benefits in respect of the same;
Licence means the licence granted by dBSea Ltd to the Customer to access and use the Software and Documentation as set out in clause 4.2 of these Licence Terms;
Licence Fees means the licence fees payable by the Customer for use of the Software as recorded in the dBSea Quote, as may be reviewed from time to time in accordance with these Licence Terms;
Licence Type means the licence type recorded in the dBSea Quote;
Losses means losses, damages, costs and expenses;
dBSea Quote means any quotation, offer or invoice issued by dBSea Ltd or by an Authorised Dealer, for a licence of the Software;
Permitted Purpose means the purpose(s) for the Software and Licence Type set out in clause 2.5;
Site means the website hosted and maintained on behalf of dBSea Ltd at www.dbsea.co.uk (or other replacement URL notified by dBSea Ltd from time to time);
Software means dBSea Ltd’s software recorded in clause 2.1, being software which is owned, or permitted to be licensed, by dBSea Ltd as modified or updated by dBSea Ltd from time to time;
System Administrator has the meaning given to that term in clause 6.4 of these Licence Terms;
Term means the term of the licence granted under these Licence Terms, as set out in clause 14.1 of these Licence Terms;
Update means any modification or enhancement of, or improvement to, the Software which is made available by dBSea Ltd from time to time during the Term;
Upgrade means a significant release of the Software incorporating a feature or capability not present in the Software in the previous release, which is made available by dBSea Ltd to its customers generally from time to time during the Term; and
Upgrade Fee means the fees payable by the Customer for an Upgrade, as set out in clause 8.2 of these Licence Terms.
3.2 Interpretation: In these Licence Terms, unless the context indicates otherwise:
(a) Defined Expressions: expressions defined in these Licence Terms have the defined meaning throughout these Licence Terms;
(b) Headings: clause and other headings are for ease of reference only and will not affect the interpretation of these Licence Terms;
(c) Parties: references to any party include that party's successors and permitted assigns;
(d) Persons: references to a person include an individual, company, corporation, partnership, firm, joint venture, association, trust, unincorporated body of persons, governmental or other regulatory body, authority or entity, in each case whether or not having a separate legal identity;
(e) Plural and Singular: references to the singular include the plural and vice versa; and
(f) Inclusive Expressions: the term includes or including (or any similar expression) is deemed to be followed by the words "without limitation".
4. ACCESS, USE AND THE CUSTOMER’S RESPONSIBILITIES
4.1 Provision of Access: dBSea Ltd will provide to the Customer access to and use of the Software and the Documentation on the basis set out in these Licence Terms. The Software and any Documentation will be made available to the Customer by means of:
(a) Download: download from the Site; or
(b) Media: via a USB flash drive or other media provided by dBSea Ltd,
it being acknowledged by the Customer that download and/or use of the Software may require use of an Access Code or Access Device provided by dBSea Ltd.
4.2 Grant and Scope of Licence: Subject to any particular terms that may be recorded in the dBSea Quote or these Licence Terms, dBSea Ltd grants to the Customer a non-exclusive, personal, non-sub-licensable, non-transferable licence for the Customer to access and use the Software and the Documentation for the Permitted Purpose during the Term on the terms set out in these Licence Terms. Except as and to the extent authorised under applicable law, any other use of the Software or Documentation without dBSea Ltd's prior written consent will be a material breach of these Licence Terms.
4.3 Customer Restrictions: Except as expressly set out in these Licence Terms or to the limited extent permitted by applicable law, the Customer will not:
(a) Permit Access: permit any third party to access or use the Software or Documentation or use the same on behalf of any third party (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service);
(b) Modify etc: adapt, modify, translate or create derivative works from the Software or Documentation, nor permit the Software or any part of it to be combined with, or become incorporated in, any other software;
(c) Decompile/Reverse Engineer: attempt to discover or gain access to the source code of the Software or de- compile or reverse engineer the whole or any part of the Software;
(d) Interfere with the Software: interfere with the proper working of the Software and, in particular, must not attempt to circumvent security, licence control or other protection mechanisms, or tamper with, hack into or otherwise disrupt the Software or Site or any associated computer system, server or internet-connected device;
(e) Circumvent Restrictions: employ any hardware, software, device or technique to pool connections or reduce the number of devices or users that directly access or use the Software or Site in order to circumvent any restrictions on the scope of authorised use in these Licence Terms;
(f) Remove Proprietary Notices: obscure, amend or remove any proprietary notice on, or visible during the operation or use of, the Software or Documentation; or
(g) Train Machine Learning Models: use, or allow third parties to use, the Software or any data or content generated through the use of the Software for the purpose of:
(i) designing, developing, creating, producing, improving or training any software, machine learning models, algorithms or any other form of artificial intelligence system; or
(ii) designing, developing, creating or producing any equipment or apparatus,
unless explicitly authorised by dBSea Ltd in writing. Without limiting the provisions of clause 4.5, the Customer acknowledges and agrees that it must provide to dBSea Ltd all information, records and documents that dBSea Ltd may reasonably request from time to time to enable dBSea Ltd to verify the Customer’s compliance with this clause.
4.4 Customer's Obligations: The Customer will:
(a) Keep Software Secure: comply with the access and control requirements in clause 4.3 of these Licence Terms;
(b) Control and Supervise Use: control and supervise access and use of the Software, and ensure that the Software is only accessed and used by Authorised Users in accordance with these Licence Terms;
(c) Comply with Instructions: comply with dBSea Ltd's instructions in relation to access to and use of the Software;
(d) Comply with Laws: comply with all applicable laws relating to the Customer's use of the Software;
(e) Obtain Equipment etc: be responsible for obtaining and maintaining all equipment, software and systems needed to enable the Customer to receive and use the Software;
(f) Provision of Assistance etc: provide all assistance and information reasonably required by dBSea Ltd in order to perform its obligations under these Licence Terms;
(g) Notify of Infringement: promptly notify dBSea Ltd on becoming aware of any person infringing dBSea Ltd's Intellectual Property rights in the Software and/or Documentation;
(h) No Dealings: not sub-license, assign, transfer, lease, rent, distribute or resell the Software, or any rights to access or use the Software, to any other person;
(i) Authorised Users: be responsible for all use of the Software by Authorised Users as if such use was use by the Customer, and the Customer acknowledges that dBSea Ltd will not be responsible for any misuse of the Software by the Authorised Users; and
(j) Copies: ensure that it copies the Software only for back-up and disaster recovery purposes.
4.5 dBSea Ltd's Right to Audit: The Customer must permit dBSea Ltd and/or its nominees, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises, and computer equipment and systems at those premises, at which the Software or any Documentation is being accessed or used, for the purpose of verifying that Customer is complying with these Licence Terms.
5. DBSEA LTD’S RESPONSIBILITIES
5.1 Care, Skill and Diligence: dBSea Ltd will, in providing the Software under these Licence Terms, act with due care, skill and diligence.
5.2 Notice of Planned Unavailability: dBSea Ltd will use reasonable endeavours to give advance notice of any planned Software unavailability or outage by email.
6. UPDATES, ACCESS AND SUPPORT
6.1 Update: dBSea Ltd may, at its sole discretion, make Updates available to the Customer during the Term at no additional charge to the Customer. Any such Updates will be made to the Software in accordance with dBSea Ltd’s standard practices and procedures.
6.2 Upgrades: dBSea Ltd may, at its sole discretion, make Upgrades available to the Customer during the Term. Upgrades may be subject to additional fees (Upgrade Fee) in which case the Upgrade will be made available to the Customer subject to payment of the applicable Upgrade Fee.
6.3 Internet Connection: Without limiting clause 4.4(e), the Customer will be responsible for maintaining a suitable internet connection to enable it to download the Software via the Site.
6.4 System Administrator: The Customer will designate a contact and one alternate as the responsible party for communicating with dBSea Ltd during the Term (System Administrator). The Customer's System Administrator may establish accounts for Authorised Users under these Licence Terms.
6.5 Access: The Customer acknowledges that:
(a) Access to and use of the Software by the Customer and Authorised Users will require use of an Access Code or Access Device.
(b) The Customer is responsible for ensuring the security and confidentiality of the Access Codes and Access Devices.
(c) The Customer will be responsible for all use of the Software and actions taken through use of the Access Codes and Access Devices provided by dBSea Ltd for use by the Customer and Authorised Users. The Customer must immediately notify dBSea Ltd if it becomes aware of any unauthorised use of any Access Codes or Access Devices or any unauthorised access to the Site or the Software.
6.6 Suspension of Access: dBSea Ltd may suspend the Customer's access to the Site and/or Software if it becomes aware of any unauthorised access to or use of the Site and/or Software using the Access Codes or Access Device.
6.7 Software Support: dBSea Ltd, at its sole discretion, may provide the Customer with support services at no charge to the Customer.
7. INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION
7.1 dBSea Ltd's Intellectual Property: As between the Customer and dBSea Ltd, all Intellectual Property rights in the Software, the Documentation, the Site and dBSea Ltd's logos, trade marks and any other Intellectual Property developed or created by dBSea Ltd under or in connection with these Licence Terms (together, dBSea Ltd IP), together with any modifications or improvements to the dBSea Ltd IP, are owned by dBSea Ltd. The Customer acknowledges and agrees that there is no transfer of title, Intellectual Property or ownership of the dBSea Ltd IP (or any part of it) to the Customer under these Licence Terms.
7.2 Protection of Confidential Information: Each party agrees to not use or disclose the other party's Confidential Information to any person or organisation other than:
(a) to the extent that use or disclosure is necessary for the purposes of exercising its rights or performing its obligations under these Licence Terms;
(b) if the other party gives prior written approval to the use or disclosure;
(c) if the use or disclosure is required by law; or
(d) if the information has already become public, other than through a breach of the obligation of confidentiality by one of the Parties.
8. FEES AND PAYMENT
8.1 Licence Fees: The Customer must pay the Licence Fee to dBSea Ltd or, where applicable, to an Authorised Dealer, as set out in the dBSea Quote issued to and accepted by the Customer.
8.2 Upgrade Fees: If the Customer wishes to receive an Upgrade during the Term, it must pay the Upgrade Fee to dBSea Ltd, or where applicable, to an Authorised Dealer before the Customer or any of its Authorised Users may access and install the Upgrade. The Upgrade Fees payable will be as set out in the dBSea Quote issued to and accepted by the Customer in respect of the relevant Upgrade.
8.3 Currency: All monetary amounts in these Licence Terms are stated and are payable in Pounds sterling (GBP), unless expressly stated otherwise.
8.4 Review of Licence Fees: dBSea Ltd may review and vary the Licence Fees at any time. For Licence Fees payable on a subscription basis, the applicable fees will (wherever practicable) be notified to the Customer prior to each subscription renewal and reflected in the updated dBSea Quote issued to and accepted by the Customer for that renewal.
8.5 VAT: All Licence Fees and Upgrade Fees are exclusive of VAT. The Customer must pay VAT to dBSea Ltd or, where applicable, to an Authorised Dealer, at the time that it pays the Licence Fees and/or Upgrade Fees, at the rate and in the manner prescribed by applicable law.
8.6 Due Date for Payment: The Customer must pay the Licence Fees on the dates recorded in the dBSea Quote issued to and accepted by the Customer.
8.7 Default Interest for Late Payment: The Customer must pay interest at the default interest rate of 10% per annum above Barclays Bank’s then current base lending rate on any overdue amounts owed by the Customer under these Licence Terms, calculated daily from the due date until the actual day of payment. Customer will pay all reasonable costs (including collection costs) incurred in recovering or attempting to recover any such overdue amounts.
8.8 Suspension of Access: In addition to its rights in clause 6.6 of these Licence Terms, dBSea Ltd may suspend the Customer's access to the Software if the Customer fails to pay any amount by the due date for payment.
8.9 Fees for Licence Transition: Any change or transition between Licence Types may incur additional fees that will be payable as set out in the dBSea Quote issued to and accepted by the Customer in respect of the relevant transition.
9. WARRANTIES
9.1 Warranty: dBSea Ltd warrants that dBSea Ltd has the right and authority to grant the Licence to the Customer in accordance with these Licence Terms.
9.2 Remedy: To the fullest extent permitted by applicable law, the Customer's sole and exclusive remedy for breach of a warranty in clause 9.1 of these Licence Terms is (at dBSea Ltd's option) the re-supply of the Software or refund or waiver of Licence Fees. dBSea Ltd's obligation under this clause is subject to the Customer's compliance with the terms of these Licence Terms.
9.3 No Reliance: The Customer acknowledges and agrees that the Customer:
(a) must satisfy itself as to the adequacy, appropriateness and compatibility of the Software for its requirements;
(b) has not relied on any statements or representations on the part of dBSea Ltd as to the performance or functionality of the Software, except as expressly recorded in these Licence Terms; and
(c) exercises and relies on the Customer’s own professional judgement and expertise (or the professional judgement and expertise of the Customer’s contractors or service providers other than dBSea Ltd) in all use of the Software and decisions made on the basis of data or other outputs from use of the Software.
9.4 All Other Warranties Excluded: To the fullest extent permitted by applicable law, and except as expressly set out in these Licence Terms, dBSea Ltd excludes all warranties, conditions, terms, representations, commitments and undertakings, whether express, implied, statutory or otherwise, including any condition or warranty of satisfactory quality or fitness for a particular purpose. dBSea Ltd does not warrant that the Software will meet any of the Customer's requirements, that the Software will be uninterrupted or free of Defects or that all Defects will be corrected.
10. INDEMNITIES
10.1 Our Indemnity: dBSea Ltd will indemnify the Customer against any Losses awarded against the Customer by a court in respect of any third party claim against the Customer that the Customer’s use of the Software infringes any United Kingdom patent or copyright of that third party. dBSea Ltd will not be required to indemnify the Customer under this clause if:
(a) the claim has arisen, in part or full, from misconduct, negligence or breach of these Licence Terms by the Customer or any of the Authorised Users;
(b) the claim relates to infringement of copyright in the Customer Data;
(c) the Customer fails to notify dBSea Ltd in writing within 10 Business Days of the claim arising;
(d) the Customer fails to give dBSea Ltd sole control of the defence of the claim and all related settlement negotiations; or
(e) the Customer fails to give dBSea Ltd the assistance, information and authority necessary to defend and/or settle the claim.
10.2 Customer’s Indemnity: The Customer will indemnify dBSea Ltd against all Losses suffered or incurred by dBSea Ltd as a direct or indirect result of a breach of these Licence Terms by the Customer or in connection with any third party claim against dBSea Ltd that dBSea Ltd’s use or storage, in accordance with these Licence Terms , of any Customer Data or other content entered into the Software infringes that third party's Intellectual Property or is otherwise contrary to any applicable laws.
11. LIABILITY
11.1 Liability Exclusions: Neither party will have any liability to the other party under or in connection with these Licence Terms (whether in contract, tort or otherwise) in respect of any:
(a) indirect, consequential or special Losses suffered or incurred by the Customer; or
(b) loss of data, profits, revenue, business or goodwill.
In addition, dBSea Ltd will not have any liability to the Customer under or in connection with these Licence Terms (whether in contract, tort or otherwise) for any Losses suffered or incurred by the Customer, to the extent to which these result from any act or omission by the Customer or its Authorised Users (including any breach of these Licence Terms or failure to enter complete and accurate Customer Data into the Software).
11.2 Limitation of Liability: In no event will dBSea Ltd’s total liability to the Customer under or in connection with these Licence Terms (whether in contract, tort or otherwise) exceed the Licence Fees paid by the Customer to dBSea Ltd under these Licence Terms in the 12 months prior to the date on which the Customer’s first claim under these Licence Terms arose.
12. DATA
12.1 Input of Customer Data: The Customer must take reasonable steps to ensure that all Customer Data the Customer enters into the Software is correct and accurate. In some cases, the Customer may be able to upload files containing Customer Data to the Software. Where the Customer uploads any such files:
(a) The Customer must (where practicable) run suitable anti-virus software. dBSea Ltd will also use virus detection software, however dBSea Ltd does not guarantee that any of the Customer’s files stored in the Software will be virus-free.
(b) The Customer acknowledges and agrees that dBSea Ltd will have access to, and will be able to view, such files and the Customer Data on them.
(c) The Customer must ensure that the files do not contain any content which infringes another person's Intellectual Property or which is contrary to any applicable laws. In the event that the Customer breaches this clause, without limiting any of dBSea Ltd’s other rights or remedies, dBSea Ltd may remove the relevant files or content from the Software.
12.2 Licence for dBSea Ltd: The Customer grants to dBSea Ltd and dBSea Ltd’s contractors and service providers a non-exclusive, worldwide, perpetual, sub-licensable licence to use, store, modify and copy the Customer Data:
(a) in order to provide the Software to the Customer and to exercise or enforce any of dBSea Ltd’s rights and remedies under these Licence Terms; and
(b) in an anonymised form for the purposes of being aggregated with other data (including data of or relating to other Software users).
12.3 Aggregated Data: As between the Customer and dBSea Ltd, dBSea Ltd own all Intellectual Property arising from its creation of Aggregated Data and in Aggregated Data.
13. SUSPENSION
13.1 Suspension of Access to Software: dBSea Ltd may suspend the Customer, or any or all of the Customer’s Authorised Users', access to the Software if:
(a) any fees or charges payable by the Customer under these Licence Terms are at least 10 Business Days overdue for payment; or
(b) the Customer has committed a material breach of these Licence Terms,
and the Customer has failed to pay those fees or charges in full (together with any applicable default interest) or remedy that material breach to dBSea Ltd’s satisfaction within 5 Business Days of receiving a notice from dBSea Ltd specifying the relevant non-payment or breach and advising dBSea Ltd’s intention to suspend access to the Software.
13.2 Lifting of Suspension: If dBSea Ltd suspends the Customer’s, or the Customer’s Authorised Users', access to the Software under clause 13.1, dBSea Ltd will lift that suspension and allow access again once the relevant non-payment has been made in full (together with any applicable default interest) or the breach has been remedied to dBSea Ltd’s satisfaction.
14. TERM AND TERMINATION
14.1 Term of Licence: The licence granted under these Licence Terms will commence on the Commencement Date and, unless terminated earlier in accordance with clause 14.2 or clause 14.3, will continue as follows:
(a) For a Trial Licence, the Licence will continue for the fixed duration specified in the relevant dBSea Quote (or if no such duration is specified, 30 days from the Commencement Date);
(b) For a Subscription Licence, the Licence will continue for the duration specified in the relevant dBSea Quote (or if no such duration is specified, 12 months from the Commencement Date); and
(c) For all other Licence Types, the licence will continue until either party gives notice of termination in accordance with clause 14.2 or clause 14.3 (the Term).
14.2 Termination Without Cause: Either party may terminate the licence granted under these Licence Terms by giving not less than two months’ prior written notice to the other party.
14.3 Termination for Cause: Either party (the First Party) may terminate the licence granted under these Licence Terms at any time and with immediate effect by written notice to the other party (the Second Party) if the Second Party:
(a) Material Breach: is in material breach of any of its obligations under these Licence Terms, and has failed to remedy the breach within 30 days of receiving written notice from the First Party to remedy the breach; or
(b) Insolvency: suffers an Insolvency Event.
14.4 Consequences of Termination: On termination of the licence granted under these Licence Terms:
(a) Customer to Cease Using Software: The Customer must cease to access, and discontinue all use, of the Software;
(b) Documentation: The Customer must destroy any copies of the Documentation in its possession or control;
(c) Outstanding Fees: The Customer will pay any outstanding Licence Fees, Upgrade Fees or other amounts payable under these Licence Terms within 7 days of termination;
(d) Customer Data: dBSea Ltd will provide reasonable assistance to facilitate the orderly transfer of the Customer Data then under dBSea Ltd’s possession or control to the Customer in a manner and in a format determined by dBSea Ltd acting reasonably;
(e) Licences: all licences under these Licence Terms will terminate automatically unless expressly provided otherwise;
(f) Rights and Remedies: the termination will be without prejudice to either party's rights and remedies in respect of any breach of these Licence Terms by the other party, where the breach occurred before the termination; and
(g) Survival: the provisions of clauses 8, 9, 11, 12.3, 14.4 and 16, together with those other provisions of these Licence Terms that expressly or by implication are intended to come into force or continue in force on or after its expiry or termination, will remain in full force and effect.
15. AMENDMENTS
15.1 Amendments by Notification: dBSea Ltd may from time to time amend these Licence Terms (at its absolute discretion, subject only to clause 15.1(c)) by providing notice of the amendments by email, on the Site and/or incorporated as part of any Update (each a form of Notification). Any such amendments:
(a) may be provided in the form of an updated version of these Licence Terms;
(b) will take effect on the date specified in dBSea Ltd’s Notification or (where dBSea Ltd has provided an updated version of these Licence Terms) on the effective date specified at the start of the updated version of these Licence Terms (which date must, in either case, be at least 10 Business Days after dBSea Ltd’s Notification); and
(c) must not provide, or have the effect of providing, that dBSea Ltd no longer has any obligations to provide the Software to the Customer.
15.2 Amendments by Agreement: Any other amendments to these Licence Terms must be agreed by both parties in writing.
16. GENERAL
16.1 Assignment: The Customer may not assign or otherwise transfer any of its rights or obligations under these Licence Terms to any other person without dBSea Ltd’s prior written consent. dBSea Ltd may assign or transfer any or all of its rights or obligations under these Licence Terms at its sole discretion.
16.2 Subcontracting: dBSea Ltd may appoint subcontractors to perform any of dBSea Ltd’s obligations under these Licence Terms. dBSea Ltd will remain primarily liable to the Customer for any breaches of these Licence Terms by its subcontractors.
16.3 Force Majeure: Neither the Customer or dBSea Ltd (First Party) will be liable for any act, omission or failure by the First Party under these Licence Terms if that act, omission or failure results directly from an event or circumstances beyond the reasonable control of the First Party, provided that:
(a) whenever the First Party becomes aware that such a result has occurred or is likely to occur, the First Party will notify the other accordingly; and
(b) the First Party will continue to use its best endeavours to perform its obligations as required under these Licence Terms.
16.4 Third Party Rights: A person who is not a party to these Licence Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Licence Terms, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
16.5 Governing Law and Jurisdiction: These Licence Terms and any dispute or claim arising out of or in connection with these Licence Terms or its subject matter or formation (including non-contractual disputes or claims) are governed by the laws of England. The Customer and dBSea Ltd submit to the non-exclusive jurisdiction of the English courts in respect of all matters relating to these Licence Terms or its subject matter or formation (including non-contractual disputes or claims).
16.6 Entire Agreement: These Licence Terms and the documents and information referred to in the dBSea Quote and these Licence Terms record the entire understanding and agreement between the Customer and dBSea Ltd relating to the matters dealt with in the dBSea Quote and these Licence Terms, and supersede all previous understandings or agreements (whether written, oral or both) relating to these matters.
16.7 Notices: Any notices required under these Licence Terms must be in writing and delivered by hand or email to:
(a) In the case of notices to dBSea Ltd, 7 Osborne Promenade, Warrenpoint, Co. Down, BT34 3NQ, shane.carr@irwincarr.com].
(b) In the case of notices to the Customer, the Customer’s address last known to dBSea Ltd.
Any notice sent by one party to the other party will be deemed to have been received by the other party if delivered by hand, at the time of delivery or if delivered by email, at the time of transmission (provided the sender does not receive an automated delivery failure notification), provided that any notice delivered by hand or transmitted by email after 5.00 pm on a Business Day, or at any time on a non-Business Day, will be deemed received at 9.00 am on the next Business Day (being, in each case, the time of day at the intended place of receipt of that notice).
16.8 Remedies: The rights, powers and remedies provided under these Licence Terms are cumulative and are in addition to any rights, powers or remedies provided by law.
16.9 Waiver and Severability: Any waiver by the Customer or dBSea Ltd of any rights or remedies under these Licence Terms will be effective only if recorded in writing. No failure to enforce any provision of these Licence Terms at any time by either the Customer or dBSea Ltd will in any way affect, limit or waive the Customer’s or dBSea Ltd’s right to subsequently require strict compliance with these Licence Terms. If any term (or part of a term) of these Licence Terms is invalid, illegal or unenforceable, the rest of these Licence Terms will remain in effect.
Downloads
Clicking the below links implies that you have agreed to the above License Terms
The zip file contains the .msi and is made available for users who are restricted from directly downloading msi files.
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