Excel in Business - A La Carte

ProductsA La Carte

Licensing

Our A La Carte product range is designed to offer unrivalled return on investment after the following commercial factors have been considered:

All licensing is per Customer and not per User as is the norm. We believe per User pricing is restrictive, expensive and is difficult to plan for future expansion. Unlimited usage per Customer allows the benefits of our A La Carte software to be experienced across your organization.
Our pricing is based on an annual model in a way we believe it will cost you more to provide Management Reporting without A La Carte than it would be to use it!
Our implementations are usually fixed price unless your requirements are very volatile and subject to continual change. This allows you to easily budget how much an agreed installation will cost upfront.

The licensing does however have the following factors which you should consider before making a purchase:

The A La Carte licensing is annually based, which means if you cancel the next year’s renewal payment by giving a minimum of 90 days notice, then you must deinstall the software and return it to your Business Partner or Excel in Business.
Whilst the software is unrestricted usage, meaning you can install it and use it on as many PCs as you like providing such users are direct employees of your organization, you must still have any underlying 3rd Party software licensed accordingly e.g Microsoft SQL Server Client Access Licenses (CALs).

The full license agreement is provided below. Accepting the agreement and installing the software signifies your agreement to the terms and conditions contained within it.

Excel in Business Limited - License Agreement for A La Carte

You signify you accept this agreement by doing any of the following:

1. Agreeing to purchase the software after being sent this agreement prior to purchase; or

2. Signing and returning a paper copy of it to us; or

3. Agreeing to it electronically by indicating your acceptance when prompted during the installation process; or

4. Having the product installed on one or more computers owned by your organization either by your own staff, by staff of Excel in Business or by staff of one of Excel in Business’s approved Business Partners.

You should read all of this agreement carefully before you agree to do any of these things.

This license agreement ("Agreement") permits you to use the software, in computer executable/object code only, which accompanies this Agreement ("Software") and the associated documentation, packaging and other related materials supplied by us (together "Documentation"), so long as you have paid the applicable annual license fee. Ownership of the Software remains with Excel in Business Limited at all times. Your right to use the Software and Documentation is subject to the terms set out in this license agreement.

In particular please note that:

- this Agreement permits you to use the Software, and any updates to it that you receive from us in accordance with this Agreement, for a period of 12 months (One Year) from the date of purchase of the Software.

- you may continue to use the Software for successive One Year periods thereafter providing you pay our relevant annual renewal charge by each anniversary of the purchase date.

- if you wish to terminate the agreement to use the software for the 2^nd or any subsequent year, you must provide Excel in Business with notice via email, letter or fax within a minimum of 90 days cancellation notice prior to the anniversary renewal date. Failure to notify Excel in Business within this cancellation period requires payment of a further annual fee.

- if you decide not to renew usage after any annual period has expired within the cancellation terms of this agreement, you agree to uninstall the software and discontinue usage of the software as soon as the annual period expires. If usage is continued in any way after an annual period has expired and no payment has been made by you to renew usage, a full year’s annual payment will be charged as a minimum payment upon discovery of such occurrence. If the software has been used for multiple years after a non renewal period, then an annual payment multiplied by the number of years of non payment of annual fees will be applied. In addition, Excel in Business reserves the right although not the obligation to seek further damages through the courts, should non payment be based on willful neglect of contractual obligations.

Providing the annual fee has been paid, you are entitled to receive without additional cost :

- new versions of the Software;

- web fault logging and e-mail support relating to your Use of the Software in accordance with this Agreement; and

- access to our periodic downloadable updates and on-line information about the Software;

clause 2.8 contains information about how we will charge you if after One Year you decide to continue to use the Software, clauses 4 and 5 contain our commitment regarding Software quality and details about how we restrict our liability and clause 6.1 informs you of how we will use any personal information which you provide us with. You should ensure that you read and understand these clauses especially.

If you do not agree to be bound by the terms of this Agreement, you must not agree to purchase and install the software.

1. IN THIS AGREEMENT:

1.1 "Use" means to load, execute, store, transmit, display, (for the purposes of loading, execution, storage, transmission or display) or otherwise access or utilise the Software for your legitimate business purposes; and

1.2 "us", "we" and "our" means Excel in Business Limited and "you" and "your" mean the person, business or company which paid the license fee to use the Software.

1.3 (a) the headings are for convenience only and shall not affect its construction or interpretation; (b) "including" and "includes" shall be understood to mean "including without limitation" and "includes without limitation" respectively and (c) words of a technical nature shall be construed in accordance with the relevant meaning commonly attributed to them in the computer software industry in the U.K.

2. OUR LICENCE TO YOU AND OUR PROVISION OF SUPPORT AND UPDATES

2.1 In consideration of your acceptance of the terms of this Agreement and subject to you paying the applicable annual licence fee in accordance with the agreed payment terms, we grant you a non-exclusive, non-assignable right ("Licence") to Use the Software and any updates and upgrades to it which we provide you with in accordance with clause 2.8, for One Year at a time, annually renewable by payment of the license fee. At all times you must Use the Software in accordance with this clause 2.

2.2 The Software may be installed and Used for two weeks before it must be registered with us and activated using an activation key. Usually the activation key will be installed upon first time installation of the software. The Software will alert you of the need for this activation key which you can obtain from us, free of charge. In order to produce such an activation key we will require certain information from you. You acknowledge that without such information we cannot provide the necessary activation key.

2.3 You may install and Use the Software as follows:

2.3.1 We have granted you an “Unlimited User License” within a geographic area that can be specified on the software order form. Where a geographic area is not specifically documented on the order form, then geographic area will default to Worldwide. You may then Use the Software within the geographic area on any and all computers belonging to your organisation when used solely in conjunction with your business or business activities, by employees or direct associates of your organisation. Direct associates are defined as users who may not be employees of your organisation but have a legitimate need to access the Software in conjunction with your business e.g non executive directors, investors etc

2.4 You may transfer each licensed copy of the Software from one computer to another owned by you, provided usage is in accordance at all times with 2.3.1.

2.5 If you wish to Use the Software otherwise than as permitted by this Agreement, you should obtain our prior written consent and pay any appropriate license fee prior to commencing any such Use, when we will provide you the relevant activation key.

2.6 Except as permitted under this Agreement you shall not and shall not allow anyone else to:

2.6.1 Use, copy, transfer, sell, sub-license, lease, mortgage, rent, loan, publish, distribute or otherwise use or make the Software (or any part of it) or the Documentation available to any other person, whether or not for commercial gain;

2.6.2 Use the Software (or any part of it) or use it in any other way for the provision of any computer bureau, remote hosting or application service provision/ASP services or in any other configuration that permits you or a third party to use the Software other than in accordance with the provisions of a valid licence agreement with us.

2.6.3 other than to the extent permitted by law, alter, adapt, merge, modify, translate, reverse engineer or de-compile, disassemble, create derivative works of the Software (or any part of it), except with our prior written consent;

2.6.4 remove, change or obscure any of our or any third party proprietary notices, labels or marks incorporated in the Software or the Documentation; nor

2.6.5 use or copy (irrespective of the extent of copying) the whole or any part of the Software's graphic user interface, operating logic or underlying database structure and database fields for incorporation into or the development of any software or other product or technology.

2.7 You acknowledge that you only own the media on which the Software is supplied and that we retain ownership of the intellectual property rights in and to the Software and the Documentation and any copies and amendments made to them, regardless of who made them or their form. Where the Software is supplied via electronic download, you are permitted to copy the installation files to CD, DVD or any other physical media to ease the installation process, providing you accept that the media on which the files are copied is your sole responsibility and that we are not responsible for any issues, disruptions, errors in operation or disabling programs or viruses caused by you copying the Software on to such media. Excel in Business is only obligated to provide you with the Software in downloadable form, so any physical media supplied will be at the sole discretion of Excel in Business.

2.8 For one year from the date of purchase, we shall provide you with technical advice, assistance and support in the Use of the Software by web support and e-mail during our normal business hours and give you access to our downloadable on-line updates of the Software and on-line information about it. Unless you terminate the annual agreement within the provisions and timescales documented herein, either Excel in Business or one of Excel in Business’s approved Business Partners will promptly invoice you for annual renewal payments. From time to time we may amend the terms relating to our provision of support and on line materials.

3. HOW TO TERMINATE THIS LICENCE

3.1 We may terminate the License without refund:

3.1.1 if you fail to make any payment due under this Agreement or any other contract with us when due, and we have given you a written reminder of at least ten working days which has expired; or

3.1.2 immediately if you have not complied with the terms of any finance arrangement you have made with us or a third party for the payment of the license fee for the Software, or if such arrangement has for any reason ended before you made all the necessary payments.

3.2 Your License to Use the Software will terminate automatically if you fail to comply with any term of this Agreement, you cease to exist, become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or other receiver appointed, or if any similar circumstances happen to you, in any location.

3.3 Within ten working days of the termination of the License for any reason you shall uninstall the Software and return it and the Documentation to us (including any copies you have made of the Software (or any part of it)) and provide a signed statement by your duly authorised representative, to confirm compliance with this clause 3.3. Where the Software has been supplied by electronic download, you agree to uninstall the Software, delete and destroy all media that contains the Software installation files and provide a signed statement by your duly authorised representative, to confirm compliance with this clause 3.3.

4. OUR PROMISES TO YOU

4.1 We warrant that the Software, when used in accordance with the Documentation, will substantially provide the functions and facilities and will perform substantially as described in the Documentation, for one year from the date we provide you with an activation key in accordance with clause 2.2. If you notify us in writing during that time that the Software does not conform to this warranty, and we are able to replicate and verify such non-conformance, we may issue a fix, patch or update to correct that non-conformance.

4.2 We warrant that we shall use our reasonable skill and care to provide you with the support and on-line access as described in clause 2.8. If we did not provide such support or on-line materials in conformance with this warranty, we will provide you with the relevant support again or re-publish the relevant on-line material, as appropriate.

4.3 We warrant that any media on which the Software is supplied to you (including any and all files supplied through electronic download) will be free from defects under normal conditions of use, for one year from the date we provide you with an activation key in accordance with clause 2.2. If it was supplied to you on a physical medium (i.e. you did not download it) and does not conform to this warranty, you may return the media to us, together with a copy of your proof of payment of the license fee, and on receipt we will send you a replacement for the defective media, as soon as possible. This warranty will not apply if any defect is caused by you or any person controlled by you through: accident, abuse, poor storage or handling. If the Software was downloaded and does not conform to this warranty, we will issue you with a further download to rectify any issues.

4.4 The warranties set out in this clause 4: (a) will not apply if any non-conformance is caused by or relates to any act prohibited by clause 2.6 and (b) are instead of all other warranties, representations or conditions, express or implied, statutory or otherwise, including any implied warranties of satisfactory quality and fitness for a particular purpose.

4.5 Subject to clause 5.1, but otherwise irrespective of any other term of this Agreement, we do not warrant: (a) that the Software will meet your requirements; (b) that its Use or other operation will be uninterrupted or error free or (c) make any representation regarding the Use or other operation of the Software or the results of such operation in terms of correctness, accuracy, reliability or otherwise.

4.6 Subject to clause 5.1, no oral or written communications by or on our behalf shall create a warranty or in any way increase the scope of the warranties we have given.

4.7 Our entire liability and your exclusive remedy under the warranties given in this clause 4 will be as set out in this clause 4.

5. DISCLAIMER AND LIMITATION OF LIABILITY

5.1 Nothing in this Agreement shall exclude or limit our liability for (a) fraud; (b) death or personal injury arising out of our negligence or (c) any warranty about title or uninterrupted possession implied by statute.

5.2 Subject to clause 5.1, in no event will we (or any company which controls us, is under our control or is controlled by the same company which controls us) be liable for:

5.2.1 lost income, lost profits or lost business, wasted time, anticipated savings, lost goodwill, third party costs and charges, any business interruption or loss of or corruption of data, in each case whether caused directly or indirectly; or

5.2.2 any indirect, consequential, incidental or special damage, in the case of each of clauses 5.2.1 and 5.2.2 however caused and whether arising under contract, tort including negligence, statute or otherwise, even if we knew of such potential liability.

5.3 Subject to clauses 5.1 and 5.2, our (or any company which controls us, is under our control or is controlled by the same company which controls us) maximum aggregate liability shall not exceed the amount of license fees actually paid by you to use the Software under this Agreement.

5.4 Our limitation of liability has been calculated to reflect the license fee you paid to use the Software and also that it is not within our control how and for what purposes you install, Use and/or operate the Software.

6. GENERAL

6.1 If you provide us with any personal data (i.e. which identifies living individuals) we will use it to perform our obligations in this Agreement and as required by law. We may also use it to: contact you via your nominated personnel about other relevant products and services which we offer, conduct customer satisfaction research and contact you via your personnel about relevant products and services offered by carefully selected third parties. If at any time you do not want us to use it as described in the second sentence, please contact us. We may contact you by post, telephone, e-mail or via our website. Please contact us if at any time you do not want us to use any personal data, or contact you, in this way

6.2 Any business partner, reseller, distributor or dealer (including any of our authorised business partners) from which you have purchased a license of the Software is expressly not appointed or authorised by us as our servant or agent. No such person has any authority, either express or implied, to enter into any contract or provide any representation, warranty or guarantee with or to you on our behalf, or otherwise to bind us in any way whatsoever. We will not be responsible for any non-Excel in Business products or any services provided to you by such persons.

6.3 We shall not be liable to you for any circumstances arising outside our reasonable control.

6.4 Our failure to enforce any particular term of this Agreement shall not be construed as a waiver of any of our rights under it.

6.5 If any part of this Agreement is held by a court of competent jurisdiction to be unreasonable for any reason whatsoever, the validity of the remainder of the terms will not be affected.

6.6 This Agreement constitutes the entire agreement between you and us in relation to the Software, the Documentation and the License and supersedes any other oral or written communications or representations with respect to the Software and the Documentation.

6.7 Except as described in clause 5, nothing in this Agreement confers on any third party any right or benefit under the Contracts (Rights of Third Parties) Act 1999. This Agreement may be varied without the consent of the third party beneficiaries described in clause 5.

6.8 This Agreement shall be governed by and construed in accordance with the law of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.