1.1. The Company: Synergy Accounts Ltd, its successors and assigns
1.2. The Licensee: The signatory to this agreement or the corporate body on whose behalf this agreement is signed
1.3. The Software: Any and all versions of the Accounting and Business Management software, its components and modules, along with any and all documentation and any other related intellectual
property, at this time collectively known as Synergy Accounts, regardless of any name under which any of the foregoing may be marketed from time to time.
1.4. Components: Any constituent part or parts of The Software including but not limited to user licences, features, modules, components, support contracts or instances, or any other product or service which may be offered by The Company from time to time and which is made available for inclusion under the terms of a rental agreement.
1.5. The Term: The initial period to which this agreement relates. Unless otherwise agreed in writing by the parties the initial term shall be 24 months.
2.1. This agreement sets out the terms under which The Company is prepared to license its property to the undersigned on a monthly subscription basis. By signing the agreement or by paying any subscription payment or by using the software whether or not this agreement has been signed The Licensee acknowledges and agrees to the following provisions:
3.1. This Agreement applies to any and all versions of The Software and its Components made available to The Licensee with or without any charge or fee.
4.1. The amount of the subscription will be agreed with The Licensee and will comprise one or more fees for the use of The Software and any additional Components requested by The Licensee from time to time. The amount of the subscription will be confirmed with The Licensee in writing whether by physical or electronic means and will apply only once The Licensee has accepted that the subscription amount is fair and reasonable for The Software and any ancillary services to be provided.
5.1. In exchange for an agreed subscription payment The Licensee shall have the right to non-exclusive use of The Software its Components and its documentation in accordance with this agreement and with any End User Licence Agreement (EULA) that may apply to The Software or any of its Components for The Term as set out in this agreement and for any ongoing period where the subscription payment falls due or continues to be made until the agreement is terminated by one of the parties. The Customer may install and use The Software only in accordance with the terms outlined in any EULA, which will supersede this agreement in the event of a clash of terms.
5.2. The Licensee may only use The Software on the number of computers licensed at any one time. The software is licensed on a per machine basis and each machine must have its own licence file
installed. The Licensee accepts and understands that each software license will be tied to an individual computer using a Hardware Identification Key (HID). Licences can be transferred between machines using a tool provided by The Company that confirms the revocation of one license and the installation of another. The Licensee understands and acknowledges that The Software will cease to function if it is installed on an unlicensed computer.
5.3. THE ACTUAL SOFTWARE PROGRAM, ITS COMPONENTS AND MODULES, ALONG WITH ANY AND ALL DOCUMENTATION AND INTELLECTUAL PROPERTY THAT MAY BE MADE AVAILABLE TO THE LICENSEE, REMAIN THE PROPERTY OF THE COMPANY AT ALL TIMES.
5.4. Specifically, the Licensee may not sell, lease, rent, or otherwise distribute any license to The Software including any manuals and documentation, to another person or entity at any price.
5.5. The Licensee may make a backup copy of The Software for the Licensee’s own use. Making copies for any other purpose is specifically forbidden. The Software is protected by international copyright laws. It is illegal to give copies of all or any part of The Software including any manuals and documentation to another person, or to duplicate The Software by any other means, including electronic transmission. The posting of any part of The Software or its Components onto any publicly available medium is strictly forbidden.
5.6. The Software may contain trade secrets and in order to protect any such trade secrets the Licensee may not decompile, reverse engineer, disassemble, or otherwise render the software into any human accessible form. The Licensee may not modify, adapt, translate, rent, lease, or create derivative works based upon The Software or any part thereof.
6.1. If The Licensee fails to make any subscription payments or its account becomes delinquent in any other manner or is in material breach of this Agreement or any other agreement signed with The Company, access to The Software may be suspended until such matters are resolved. To resolve any such matters, The Licensee must contact the Customer Service Department of The Company during normal business hours.
7.1. ALL subscription payments by The Licensee to The Company are final and non-refundable. The Licensee is responsible for paying the subscription each month, regardless of whether or not The Licensee uses the software during the period.
8.1. The Company does not permit Licensees to enter into a separate software rental agreement for the expansion of an existing installation.
8.2. In the event that The Licensee wishes to expand their license to use The Software for example to add extra users, features, modules or components or any other product or service which may be offered by The Company from time to time and which is made available by The Company for inclusion under the terms of this rental agreement then The Term will automatically reset to the original period measured from the date that the license is so extended. For example, if after 6 months on a 24 month agreement The Licensee adds extra users the term of the license will automatically extend to 24 months from the date that the new users are added.
8.3. The Licensee shall alternatively have the option to pay in full for any additional features, modules, components or other products or services keeping them completely outside the terms of this agreement.
8.4. The Licensee understands and acknowledges that the system together with any Components that may be available separately operates as a whole and that therefore if this agreement is terminated any Components purchased separately will also cease to function. The Licensee shall have no remedy in respect of their inability to use such components since that is an entirely foreseeable result of said termination and it is not possible to use system Components on their own.
9.1. Unless otherwise agreed in writing by all concerned parties, payment will be taken each month by Direct Debit from the bank account of The Licensee until notified otherwise by the Licensee. The Licensee must sign or otherwise authorise a Direct Debit Mandate to allow The Company to request payment from the bank account of The Licensee, but will be fully protected by the terms of the Direct Debit Guarantee.
9.2. The amount of each payment will be agreed with the Licensee and will reflect the number and type of licence(s) purchased by The Licensee. If The Licensee makes changes to the products and services it takes under this agreement, the change in the amount of the Direct Debit will take effect from the next subscription date and continue until termination of this agreement.
9.3. The Company reserves the right to deny to The Licensee any training or technical support and to suspend access to The Software whether by technological or other means until such time as The Licensee fulfils any and all outstanding payment obligations to The Company. If The Licensee has not made a payment for an outstanding balance by the tenth (10th) day of the month following the month in which the payments were due, The Company reserves the right to set The Licensee’s account to inactive and refer the account to a collection agency. The collection agency will attempt to collect from The Licensee all past due amounts in addition to statutory interest and compensation and any additional fees imposed by the collection agency.
9.4. In the event that The Company is forced to take legal action to collect any sums due under this agreement, the Licensee agrees that The Company shall be entitled to recover its reasonable legal fees in addition to any other amounts owed by The Licensee.
10.1. The Company may terminate this agreement forthwith without The Licensee having any remedy if The Licensee is in material breach of this agreement or any EULA accepted whilst
installing The Software or any Components of The Software, commits any form of crime, becomes insolvent or enters into an agreement with any of its creditors.
10.2. The Licensee may terminate this agreement only after The Term has ended or on payment by the Licensee of all subscription payments due until the end of The Term save that if The Company commits a material breach of this agreement and does not remedy it within 90 days of being notified of said breach The Licensee may apply to terminate this agreement without charge.
10.3. Termination shall be by written notice to either party.
10.4. Upon termination of this agreement The Licensee must:
10.4.1. Cease to use The Software and any Components
10.4.2. Delete all installed and stored versions of The Software on any media
10.4.3. Confirm in writing to The Company that this has been done
10.5. Upon termination The Company has the right to implement and execute automatic routines to stop unlicensed use of The Software. If for any reason The Company is unable to stop such usage and The Customer continues to use The Software after the termination of this agreement The Company shall be entitled to invoice The Licensee for an amount equivalent to the full rental value of The Software as shown in the then current price list of The Company for each month or part thereof from termination until The Licensee permanently ceases to use The Software.
10.6. Upon termination any data created with The Software by The Licensee remains the property of The Licensee. Any data created by The Company or by The Software without the intervention of The Licensee remains the property of The Company. Any data created by any third party that retains intellectual property rights over the data remains the property of the third party.
10.7. If The Licensee wishes to have the benefit of data belonging to The Company after the termination of this agreement The Company may at its sole discretion agree a fee with The Licensee for the release of any such data.
10.8. If The Licensee wishes to have the benefit of data belonging to a third party after the termination of this agreement, The Company will at its sole discretion attempt to negotiate an agreement with that third party on behalf of The Licensee for the release of the rights to their data. The Licensee understands and acknowledges that whilst every reasonable effort will be made The Company may not be able to obtain such an agreement.
10.9. The Licensee understands and acknowledges that if The Licensee wishes The Company to provide technical expertise to assist with the export of data from The Software or conversion of such data into a new format following termination of this agreement this will be a chargeable service the fee for such work to be agreed with The Licensee and paid for in full before the service is undertaken.
11.1. The Company may assign this agreement in which event The Company shall be released from all further duties and liabilities which from the point of assignment shall accrue to the assignee. In effect, the assignee will become The Company for the purposes of this agreement.
11.2. The Licensee may not assign this Agreement to any other person or entity without the specific written authorisation of The Company, such authorisation not to be unreasonably withheld.
12.1. The Company accepts no responsibility for any loss, consequential or otherwise, arising from the use or inability to use any of its software. The Company makes no representation as to the suitability of the software product for any purpose, except that it will perform substantially as described. The sole and exclusive remedy of the purchaser shall be the replacement of any faulty media.
13.1. No act, delay, omission or course of dealing between The Licensee and The Company shall constitute a waiver of any of the rights or remedies of The Company under this agreement. A waiver by The Company of any rights or remedies under the terms of this agreement or with respect to any obligation on any occasion will not be a bar to the exercise of any right or remedy on any subsequent occasion. All rights and remedies of The Company under this agreement are cumulative and may be exercised singly or concurrently. The exercise of any one or more rights or remedies will not constitute a waiver of any other.
14.1. Should any provision of this agreement become invalid or unenforceable or should the agreement be deemed subject to an omission, the remaining provisions shall be valid and enforceable. In the event of an invalid provision, a valid provision is presumed to be agreed upon by the parties, which comes economically closest to the one actually agreed upon; the same shall apply in the case of an omission.
15.1. This agreement shall be construed in accordance with English Law and any legal action related to this agreement shall be undertaken through an English Court of Law.