END USER LICENCE AGREEMENT
Pager Power Online Reports and Data (Product)
This licence agreement (Licence) is a legal agreement between the organisation named
on the invoice created as part of the order process via the website online.pagerpower.co.uk
(Licensee or you) and Pager Power Limited, company number 3487347, whose registered
office is at New Mill, Bakers Court, Great Cornard, Sudbury, Suffolk, CO10 0GG (Licensor
or we), concerning your use of the Product.
1 GRANT AND SCOPE OF LICENCE
1.1 In consideration of payment of the licence fee paid by you, the Licensor hereby
grants to you a non-exclusive, non-transferable licence to use the Product on the
terms of this Licence.
1.2 You may download the Product, print up to 3 copies and use them:
(a) only for your internal business purposes; and
(b) only for the Permitted Use.
2 PERMITTED USE
2.1 You may use the product to:
(a) support the initial assessment of feasibility of wind farm developments; or
(b) support the identification of areas that may be more suitable for wind farm
developments; or
(c) help determine the impact structures you plan to develop may have on a third
party airfield’s physical safeguarding criteria;
3 LICENSEE'S UNDERTAKINGS
3.1 You undertake:
(a) not to copy the Product either in electronic or hard copy form except where
such copying is reasonably incidental to the Permitted Use;
(b) not to vary or modify any text, logos or markings within the Product other than
within t hose fields which are designed to allow modification by you;
(c) to include the copyright notice of the Licensor on all entire and partial copies
you make of the Product on any medium;
(d) not to resell, sub-license or otherwise make any commercial use of the Product
(or any part of it) other than as provided in condition 1.2;
(e) not to disclose or make available the Product (or any part of it) to any person
not within your organisation and the Permitted Use;
(f) to keep all copies of the Product (and any part of it) secure so as to prevent
such unauthorised disclosure occurring accidentally;
3.2 You must permit the Licensor and its representatives, at all reasonable times
and on reasonable advance notice, to inspect and have access to any premises at
which any copy of the Product is being kept or used, and to the computer equipment
located there, so the Licensor can ensure you are complying with the terms of this
Licence.
4 INTELLECTUAL PROPERTY RIGHTS
4.1 You acknowledge that all intellectual property rights in the Product and its
content throughout the world (whether registered or unregistered and including without
limitation copyright and any rights in designs) belong to the Licensor, that rights
in the Product and its content are licensed (not sold) to you, and that you have
no rights in, or to, the Product and its content other than the right to use the
same in accordance with the terms of this Licence.
5 LICENSOR'S LIABILITY
5.1 Nothing in this Licence shall limit or exclude the liability of either party
for death or personal injury resulting from negligence or any other matter for which
it is not possible to limit liability at law.
5.2 Subject to condition 5.1, the Licensor's liability for losses suffered by you
arising out of or in connection with the Product, whether arising in contract, tort
(including without limitation negligence), misrepresentation or as a result of infringement
of third party intellectual property rights or otherwise, shall be limited as follows:
(a) the Licensor's maximum aggregate liability shall be limited to a sum equal to
the licence fee paid by you;
(b) the Licensor shall have no liability for loss of income, loss of business profits
or contracts, business interruption, loss of the use of money or anticipated savings,
loss of information, loss of opportunity or goodwill or reputation, loss of or damage
to or corruption of data, or any indirect or consequential loss or damage of any
kind, in each case howsoever arising.
5.3 Subject to condition 5.1, the Licensor's liability for infringement of third
party intellectual property rights shall be limited to breaches of rights subsisting
in the UK.
5.4 This Licence sets out the full extent of the Licensor's obligations and liabilities
in respect of the Product and its content. In particular, there are no conditions,
warranties, representations or other terms, express or implied, that are binding
on the Licensor except as specifically stated in this Licence. Any conditions, warranties,
representations or other terms concerning the Product or its content which might
otherwise be implied into or incorporated in this Licence, or any collateral contract,
whether by statute, common law or otherwise, are excluded to the fullest extent
permitted by law.
6 TERMINATION
6.1 The Licensor may terminate this Licence immediately on written notice to you
if:
(a) you commit a material or persistent breach of this Licence which you fail to
remedy (if remediable) within 14 days after the service on you of written notice
requiring you to do so;
(b) a petition for a bankruptcy order to be made against you has been presented
to the court; or
(c) the Licensee (where it is a company) becomes insolvent or unable to pay its
debts (within the meaning of section 123 of the Insolvency Act 1986), enters into
liquidation, whether voluntary or compulsory (other than for reasons of bona fide
amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver
or administrator manager, trustee, liquidator or similar officer appointed over
the whole or any part of its assets, makes any composition or arrangement with its
creditors or takes or suffers any similar action in consequence of its debt, or
becomes unable to pay its debts (within the meaning of section 123 of the Insolvency
Act 1986).
6.2 Upon termination for any reason:
(a) all rights granted to you under this Licence shall cease;
(b) you must cease all activities authorised by this Licence; and
(c) you must immediately destroy all electronic and hard copies of the Product then
in your possession, custody or control and certify to the Licensor in writing that
you have done so.
7 TRANSFER OF RIGHTS AND OBLIGATIONS
7.1 This Licence is binding on you and us and on our respective successors and assigns.
7.2 You may not transfer, assign, charge or otherwise dispose of this Licence, or
any of your rights or obligations arising under it, without our prior written consent.
7.3 We may transfer, assign, charge, sub-contract or otherwise dispose of this Licence,
or any of our rights or obligations arising under it, at any time during the term
of the Licence.
8 NOTICES
All notices given by you to the Licensor must be given to Pager Power Limited at
New Mill, Bakers Court, Great Cornard, Sudbury, Suffolk, CO10 0GG. The Licensor
may give notice to you at either the e-mail or postal address you provided when
purchasing the Product using the website online.pagerpower.co.uk. Notice will be
deemed received and properly served 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.
9 WAIVER
9.1 If we fail, at any time during the term of this Licence, to insist upon strict
performance of any of your obligations under this Licence, or if we fail to exercise
any of the rights or remedies to which we are entitled under this Licence, this
shall not constitute a waiver of such rights or remedies and shall not relieve you
from compliance with such obligations.
9.2 A waiver by us of any default shall not constitute a waiver of any subsequent
default.
9.3 No waiver by us of any term of this Licence shall be effective unless it is
expressly stated to be a waiver and is communicated to you in writing.
10 SEVERABILITY
If any of the terms of this Licence are determined by any competent authority to
be invalid, unlawful or unenforceable to any extent, such term, condition or provision
will to that extent be severed from the remaining terms, conditions and provisions
which will continue to be valid to the fullest extent permitted by law.
11 ENTIRE AGREEMENT
This Licence together with the online form completed by you and accepted by us together
represent the entire agreement between us and you in relation to the licensing of
the Product and supersede any prior agreement, understanding or arrangement between
us, whether oral or in writing.
12 VARIATIONS
This Licence and the online form completed by you and accepted by us may not be
varied other than with the agreement of both parties in writing (which, in the case
of a variation to the terms of this Licence, shall not include email).
13 LAW AND JURISDICTION
This Licence, its subject matter or its formation (including non-contractual disputes
or claims) shall be governed by and construed in accordance with English law and
submitted to the exclusive jurisdiction of the English courts.