V1.1 RB
PLEASE READ CAREFULLY BEFORE USING THE PORTAL AND THE WEBSITE: 

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and [•] a company registered in [England and Wales with registered address •] and with registered number [•] (Licensor, us or we) for:

• an online portal which provides access to our enterprise resource planning systems which is found on this website (Portal); 
• online materials and documents found on this website (Documents). 

We license use of the Portal and Documents to you on the basis of this Licence. We do not sell the Portal or Documents to you. We and/or our licensors (including but not limited to Draycir) remain the owners of the Portal and Documents at all times.

IMPORTANT NOTICE TO ALL USERS: 

• BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 4 AND CONDITION 5.
• IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE PORTAL AND DOCUMENTS TO YOU AND YOU MUST DISCONTINUE THE PROCESS NOW BY CLICKING ON THE "CANCEL" BUTTON BELOW.  IN THIS CASE YOU MAY NOT ACCESS ANY PORTAL OR DOCUMENTS FROM THIS WEBSITE.

You should print a copy of this Licence for future reference.

1. GRANT AND SCOPE OF LICENCE

1.1 In consideration of you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Portal and the Documents on the terms of this Licence.

(a) Portal for you to review stock and undertake order processing and other related activities in the normal course of your internal business.
(b) use any Documents in support of the permitted purpose at 1.2(a) above and make or print a reasonable number of copies of the Documents as are reasonably necessary for its lawful use.

You acknowledge that your use of the Portal is in a professional capacity and will not make any use of the Portal as a consumer. 

1.3 We agree to:

(a) Comply with the Data Protection Act 1988; and
(b) Use reasonable endeavours to maintain data security, by using encrypted browsers and appropriate anti-hacking software.

2. RESPONSIBILITIES

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

(a) not to use the Portal in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Portal or any operating system;
(b) not to infringe our intellectual property rights or those of any third party (including but not limited to Draycir) in relation to your use of the Portal, including by the submission of any material (to the extent that such use is not licensed by these terms);
(c) not to transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Portal;
(d) not to use the Portal in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
(e) not to collect or harvest any information or data from the Portal or our systems or attempt to decipher any transmissions to or from the servers running the Portal;
(f) not to copy the Portal or Documents except where such copying is incidental to normal use of the Portal, or where it is necessary for the purpose of back-up or operational security;
(g) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Portal or Documents;
(h) not to make alterations to, or modifications of, the whole or any part of the Portal, nor permit the Portal or any part of it to be combined with, or become incorporated in, any other programs;
(i) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Portal; 
(j) to keep the Portal and your access thereto, secure using appropriate security measures; 
(k) to include our copyright notice on all entire and partial copies you make of the Portal on any medium;
(l) not to provide or otherwise make available the Portal in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us; and
(m) to comply with all applicable technology control or export laws and regulations. 

2.2 You, and we, acknowledge that for the purposes of the Data Protection Act 1998 and the General Data Protection Regulation (“Data Protection Legislation”, you are the Data Controller (as defined in the Data Protection Legislation) and we are the Data Processor (as defined in the Data Protection Legislation) in respect of any Personal Data (as defined in the Data Protection Legislation).  We shall process the Personal Data only in accordance with your instructions from time to time and shall not process the Personal Data for any purpose other than those expressly authorised by you.

2.3 The Portal may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).  You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 You acknowledge that all intellectual property rights in the Portal and the Documents anywhere in the world belong to us and/or our licensors (including but not limited to Draycir), that rights in the Portal are licensed (not sold) to you, and that you have no rights in, or to, the Portal or the Documents other than the right to use them in accordance with the terms of this Licence.  You acknowledge that you have no right to have access to the Portal in source code form.

4. LIMITATION OF LIABILITY

4.1 You acknowledge that the Portal 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 Portal meet your requirements.

4.2 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss or corruption of data or information;
(e) loss of business opportunity, goodwill or reputation; or
(f) any indirect or consequential loss or damage.

4.3 The Portal is provided free of charge and on an as is basis.  Subject to clause 4.4, we shall not have any liability to you whatsoever, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence

4.4 Nothing in this Licence shall limit or exclude our liability for:

(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability that cannot be excluded or limited by English law.

4.5 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Portal and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us.  Any condition, warranty, representation or other term concerning the supply of the Portal and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

4.6 You agree to indemnify us and hold us harmless against all damages, losses and expenses arising as a result of any action or claim arising from, or connected to your use of the Portal, which is and/or has been, other than in accordance with the terms of this Licence.

5. TERMINATION

5.1 We may terminate this Licence immediately by written notice to you:

(a) if you commit a material;
(b) if you commit a 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; or 
(c) our agreement with Draycir in respect of the Portal and/or associated software thereto is terminated.

5.2 Upon termination for any reason:

(a) all rights granted to you under this Licence shall cease;
(b) you must immediately cease all activities authorised by this Licence; and
(c) you must immediately pay to us any sums due to us under this Licence; and
(d) you must immediately destroy or return to us (at our option) all copies of the  Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

6. OTHER IMPORTANT TERMS

6.1 You shall not:

(a) sub-license, assign or novate the benefit or burden of this Licence in whole or in part;
(b) allow the Portal to become the subject of any charge, lien or encumbrance; and 
(c) deal in any other manner with any or all of its rights and obligations under this Licence,

without our prior written consent.

6.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the Portal.  If you have to contact us, please use the registered address above.  Any notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail,that such e-mail was sent to the specified e-mail address of the addressee.

6.3 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an event outside our control. An event outside our control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.  If an event outside our control takes place that affects the performance of our obligations under this Licence:

(a) our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the event outside our control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the event outside our control.

6.4 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

6.5 If you are a business customer, this Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this in this Licence or any document expressly referred to in it.

6.6 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 

6.7 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 

6.8 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.