SPEDI Software Terms & Conditions

Apos Solutions Limited (The Licensor) may supply software products and services to its customers (The Purchaser) who may supply these products together with other hardware, software and services to its customers (The User). When the software is sold it must be a condition of the sale that these terms and conditions apply.

1. Supply
• 1.1 The Licensor hereby grants the User a nonexclusive License to use the software products supplied subject to applicable, terms, conditions and licence agreements.
• 1.2 The User has no right to and shall not manufacture, translate, reverse engineer, decompile, modify or use in any manner any Products.
• 1.3 The Licensor reserves the right to cease support of any Products supplied upon ninety (90) days prior written notice to the Purchaser.
• 1.4 If the Purchaser does not pay the Support fees, then the Purchaser and the User will not be entitled to any Updates or Upgrades of the Products or to seek advice or correction of any problem from the Licensor in order to maintain the supplied software.

2. The Licensor Intellectual Property Rights

• 2.1 Ownership of any Intellectual Property Rights in or to the Products, the Trademarks and Documentation and any training or other related materials shall remain with the Licensor and this Agreement shall not be construed as transferring any interest in them to the User.
• 2.2 The User shall promptly notify the Licensor should it become aware of any actual or potential infringement of the Licensor’s Intellectual Property Rights in the Products or the Trademarks.
• 2.3 The Licensor undertakes at its own expense to defend the User or, at its option, settle any claim or action brought against the User alleging that the product infringes the UK Intellectual Property Rights of a third party (“Infringement Claim”) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the User as a result of or in connection with any such Infringement Claim.

3. Price, Orders and Payment

• 3.1 Software is licensed on the basis of a one-off payment for a perpetual licence for each copy of the software.
• 3.2 The Licensor shall be entitled to increase the Support Fees and fees for Services at any time. These will be notified to the Purchaser at least three months prior to the change.

4. Maintenance Services

• 4.1 The Purchaser is responsible for providing First-Level Support to its Users by the provision of suitably trained and knowledgeable staff. The Licensor need only respond to enquiries from the designated personnel of the Purchaser. Any direct request to the Licensor for support services by Users will be referred to designated Purchaser’s personnel.
• 4.2 The Licensor shall provide the Purchaser with Second-Level Support for the Products purchased and paid for by the Purchaser.
• 4.3 The Licensor may provide other Services to the Purchaser if agreed, and these Services will be subject to the terms and conditions of this Agreement.

5. Warranty

• 5.1 The Licensor does not warrant or represent that the Products will be error free but if the master disk of the Products is demonstrated to the Licensor within ninety (90) days from the date of delivery to the Purchaser to be substantially inconsistent with the Documentation the Licensor will use all reasonable endeavours to correct such error or malfunction or (at its opinion) replace such copy of the Products.
• 5.2 Although the Licensor does not warrant that the Products supplied hereunder shall be free from all known viruses it has used commercially reasonable efforts to check for the most commonly known viruses prior to packaging but the User is solely responsible for virus scanning the Products.
• 5.3 The Licensor warrants that Support will be provided with reasonable skill and care and that any Services will be provided with reasonable skill and care.
• 5.4 To the fullest extent permitted by law the Licensor makes no other warranties to the User and excludes any and all implied terms of any kind, express implied or statutory, including without limitation warranties of merchantability, or fitness for a particular purpose.

6. Limitation of Liability

• 6.1 In no event will the Licensor be liable to the Purchaser or User for any direct or indirect lost profits, lost data, equipment down time, loss of business, goodwill, revenue or anticipated savings or for any incidental, consequential or special loss or damage arising out of this or related to this Agreement even if advised of the possibility of such damages.
• 6.2 In no event will the Licensor’s liability for any and all claims arising out of or in connection with this Agreement whether in contract, tort, negligence, breach of statutory duty or otherwise exceed.
• 6.3 The limitations in this Agreement shall not apply to claims arising from death or personal injury caused by negligence and to claims arising from fraud or to any other liability which may not be excluded by law.

7. Miscellaneous

• 7.1 These Terms and Conditions set forth the entire agreement and understandings between the Parties hereto and supersede any and all prior and contemporaneous, oral or written representations, communications, understandings, and agreements between the Parties with respect to its subject matter.
• 7.2 It is expressly agreed that the relationship between the Parties shall be that of independent contractors. Under no circumstances shall the relationship between the Parties constitute a joint venture or agency of any kind.

8. Force Majeure

• 8.1 The Licensor shall not be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to: fires strikes (of its own or other employees) insurrection or riot embargoes container shortages wrecks or delays in transportation inability to obtain supplies and raw materials requirements or regulations of any civil or military authority.

9. Laws

• 9.1 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of England.

Terms & Conditions regarding the SPEDI Website

• The content of the pages of this website is for your general information and use only. It is subject to change without notice.
• Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
• Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
• This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
• All trade marks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.
• Unauthorized use of this website may give rise to a claim for damages and/or be a criminal offence.
• From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
• Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.