Terms and Conditions of Use
These are the terms and conditions on which we permit you to access our free demonstration version of the IRIS Time & Budgets ('ITB') hosted software ('Software'). Please read these terms and conditions carefully. By using the Software, you agree to be bound by these terms and conditions. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THIS WEBSITE. We may change these terms and conditions at any time by updating this page. You should visit these terms and conditions each time you visit the Website to review the current terms and conditions.
The definitions in this clause apply in these Terms and Conditions.
Information: information owned by us and obtained by you relating to the Software.
Objective: evaluation of the Software by you for use in your business.
System means your computer system which you use to access the Software via the Website.
Trial Period: the evaluation period limited as set out on this Website.
Website: the website via which the Software is accessed.
2.1 We hereby grant you a personal, non-transferable, non-exclusive licence for up to 5 named users to use the Software via the Website during the Trial Period solely for the purposes of the Objective. You acknowledge and agree that the Software will, or may, automatically 'time out' (that is to say, cease to operate) at the end of the Trial Period if you have not at that time accepted a full licence of the Software.
2.2 You may not make any copies of the Software, except such copies as may be made automatically as a result of the use of the Software via the Website and may not make any back-up or archival copies.
2.3 During the Trial Period this licence may be terminated immediately by us giving notice by email if you are in breach of any of your obligations under this agreement. The licence may be terminated by you during the Trial Period upon seven days' written notice or upon acceptance by you of a full licence for the Software.
2.4 Save for death and personal injury caused by our negligence, we shall have no liability of any kind to you in respect of the Software or Information.
2.5 No representations, conditions, warranties or other terms of any kind are given in respect of the Software or the Information, and all statutory warranties and conditions are excluded to the fullest extent permitted by law.
2.6 Upon termination or expiry of the Trial Period you will no longer have access to the Software or any data input. If, within 30 days of termination or expiry, you request a copy of data input, we will supply this to you via email in .csv format. All data will be deleted 30 days after expiry of the Trial Period and we will be unable to supply copies after this time.
3. NON-DISCLOSURE AGREEMENT
3.1 In consideration of the disclosure by us to you of the Software and the Information for the purpose of the Objective, you undertake to respect and preserve the confidentiality of the Information for a period of ten years after the date of such disclosure (subject to clause 3.3 below). You shall not without our prior written consent:
(a) communicate or otherwise make available the Information to any third party; or
(b) use the Information itself for any commercial, industrial or other purpose other than the Objective; or
(c) copy, adapt, or otherwise reproduce the Information save as strictly necessary for the purposes of the Objective.
3.2 You may disclose the Software and Information or any part thereof, with our prior consent, to any of your employees or clients who needs access to the Software and the Information in connection with the Objective. In such an event, you agree to ensure, prior to such disclosure, that the employee or client in question is made aware of the confidential nature of the Software and Information and understands that he/she is bound by conditions of secrecy no less strict than those set out here. You agree to monitor the use of the Software and Information by these employees and clients and to enforce their obligations of confidence at our request.
3.3 The obligations contained in this clause 3 shall not apply, or shall cease to apply, to such part of the Information as you can show to our reasonable satisfaction:
(a) has become public knowledge other than through your fault or the fault of an employee or director of yours to whom it has been disclosed in accordance with clause 3.2 above; or
(b) was already known to you prior to disclosure to it by us; or
(c) has been received from a third party who neither acquired it in confidence from us, nor owed us a duty of confidence in respect of it.
3.4 If you decide not to accept a full licence of the Software, or otherwise at any time at our request, you shall return to us all copies of all or any part of the Information which have been provided to you pursuant to these terms and conditions, together with all materials produced by you which contain, or could reveal, all or any part of the Information, and any summaries (in whatever form) prepared by you of Information disclosed by us.
4. PROPERTY RIGHTS
4.1 The Software, Information and all related documentation are proprietary to us. You acknowledge that any disclosure pursuant to these terms and conditions shall not confer on you any intellectual property or other rights in relation to the Software or the Information.
4.2 Ownership of all complete or partial copies of the Software and related documentation shall at all times remain with us. You agree to mark any printouts from the Software which you may make in any tangible medium with a notice that such copy belongs to us.
5.1 You confirm that you are authorised to enter into this agreement on behalf of the business you represent either as a sole trader or officer and to bind that business to these terms and conditions.
5.2 No variation of this these terms and conditions shall be effective unless it is in writing and signed by or on behalf of both parties.
5.3 'Writing' or 'written' includes faxes but not email or any other form of electronic communication except where expressly provided to the contrary.
5.4 These terms and conditions shall be interpreted and construed in accordance with English law. However, we may enforce your obligation of confidence in the courts of any jurisdiction having competence to issue an injunction directly enforceable against you.