Terms and Conditions
Virtual Venture Limited is the Licensor. Virtual Venture Limited's customer is the Licensee.
(a) The Licensor grants the Licensee the non-exclusive right to use the Software subject to the terms and conditions of this agreement.
(a) The Licensee may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network.
(b) Unless otherwise provided herein, the Licensee shall not rent, lease, or sublicense the Software.
(c) Unless otherwise provided herein, the Licensee shall not modify the Software or create derivative works based upon the Software.
(d) The Licensee shall not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.
(e) The Licensee shall not use the Software to develop any product having the same primary function as the Software.
(f) In the event that the Licensee fails to comply with this agreement, the Licensor may terminate the licence and the Licensee must destroy all copies of the Software.
(g) The licence is for a maximum of one Website to be implemented with the Software. A maximum of one domain name may be pointed at this Website.
(a) There shall be an Initial Licence Charge.
(b) The Licensee shall pay the Licensor an Ongoing Licence Charge the right to use the Software. Payment of the Ongoing Licence fee will commence one year after the First Draft website can be accessed using the domain name selected by the Licensee in accordance with 'Charges (a)'.
(c) All charges will be subject to an annual review and may be increased by up to 2% above the published figure for the UK rate of inflation.
(a) All expenses incurred, by the Licensor shall be reimbursed by the Licensee. This includes mileage charges currently charged at fifty pence per mile.
(a) 50% of the Initial Licence Charge shall be made upon signing of this contract. The remaining 50% to be paid within 30 days afterFirst Draft website can be accessed using the domain name selected by the Licensee.
(b) The first monthly payment shall be made one year after the First Draft website can be accessed using the domain name selected by the Licensee.
(c) Monthly payments shall be made by standing order.
(a) This agreement will remain in force until such time that it is terminated, either by Licensor or Licensee, subject to the termination terms of this Agreement.
Telephone Advice and Support Service
(a) The Licensor shall provide a telephone support and advice service, relating to the use of the Software, from Monday to Friday between the hours 9.00 a.m. and 5.00 p.m.
(b) The Licensor shall not provide this service on UK public holidays.
(c) The telephone and advice service will only be provided to the Licensee's adequately trained staff.
(d) The telephone support and advice service may be withdrawn, at the discretion of the Licensor, should the Licensor deem that the Licensee's staff or agents accessing the services have not been adequately trained. Should this situation arise the Licensor may insist the Licensee's staff or agents undertake training provided by the Licensors. Such training will be provided at additional cost to the Licensee.
Customisation of Website Style
(a) The Licensor shall customise the Website Style to the Licensee's requirements.
(b) The customisation of the Website Style may be limited by the capabilities of the Software.
(c) The Licensor does not agree to customise the Website Style of the Website Management System.
(a) One training session of up to three hours duration shall be provided as part of this agreement.
(b) The training shall take place at the Licensee's premises.
(c) The Licensee shall provide a suitable training environment.
(d) A maximum of four of the Licensee's staff will be trained in any one session.
(e) Should the Licensee cancel the training session, with less than 24 hours notice, then a cancellation charge of £200 plus expenses will apply.
Domain Name Ownership
(b) Any domain names registered by the Licensor on behalf of the Licensee shall be registered in the name of the Licensee.
Domain Name Registration Costs and Hosting
(a) The Licensee shall pay all domain name registration renewal costs.
(b) The Licensee agrees to provide the Licensor with any information necessary to transfer domain names, registered by the Licensee prior to this Agreement coming into force, to the preferred hosting service supplier of the Licensor.
Supply of the Software
(a) The Software shall be regarded as supplied once the Licensee's First Draft website can be accessed via the World Wide Web and the Licensee has been provided with credentials to manage the website.
Maintenance of the Content on the Website
(a) Unless otherwise provided herein, the Licensee shall maintain all content on their website.
(b) The Licensee agrees not to place Adult Content on the website.
(a) The Licensor agrees to provide the Licensee with upgrades to the Software at no extra charge.
(b) Upgrades shall include correction of errors in the Software.
(c) Enhancements and additional functionality may also be provided with upgrades at the discretion of the Licensor.
(d) Should the provision of additional functionality incur third party costs, then such costs shall be payable by the Licensee.
Intellectual Property Rights and Copyright
(a) The Licensor and its suppliers retain all rights, title and interest, including all copyright and intellectual property rights, in and to, the Software (as an independent work and as an underlying work serving as a basis for any application the Licensee may develop), and all copies thereof.
(b) The Licensee retains copyright on all images and text that the Licensee provides, to be used with the Software.
(c) The Licensee may take copies of web pages on the website, except for those in the Website Management System, and the Licensee owns copyright to these pages in their raw HTML form.
(a) Should payment be overdue by 30 days or more then the license shall be deemed terminated.
(b) The Licensee may terminate this agreement by providing one months written notification to the Licensor at the Licensor's registered offices.
(c) The Licensor may terminate this agreement by providing one months written notification to the Licensee at the Licensee's registered offices.
Limitation of Liability
(a) Neither the Licensor or its suppliers shall be liable to you or any third party for any indirect, special, incidental, punitive, cover or consequential damages (including, but not limited to, damages for the inability to use equipment or access data, loss of business, loss of profits, business interruption or the like), arising out of the use of, or inability to use, the Software and based on any theory of liability including breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if the Licensor or its representatives have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose.
(b) The Licensor's total liability to the Licensee for actual damages for any cause whatsoever will be limited to the lesser of £500 or the monthly charge paid by the Licensee for using the Software that caused such damage.
(c) The foregoing limitations on liability are intended to apply to the warranties and disclaimers above and all other aspects of this agreement. Third Party Software The Software may contain third party Software that requires notices and/or additional terms and conditions. By accepting this agreement, you are also accepting the additional terms and conditions, if any, set forth therein. Force Majeure Neither party shall be liable for, nor shall either party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any natural calamity, act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, disruption or outage of communications, power or other utility, failure to perform by any supplier or other third party, or other cause which could not have been prevented with reasonable care.
(a) 'Software' means only the Licensor Software program(s) and third party Software programs, in each case, supplied by Licensor herewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation. Any updates to such Software that the Licensee is entitled to receive and that has been supplied to the Licensee by the Licensor shall also mean Software for purposes of this agreement.
(b) 'Website' means a collection of web pages that have a distinct visual appearance and content as perceived by a human and that it is accessible from the World Wide Web by one or more domain names. In terms of this contract the identifying characteristic of a 'Website' is that it has a unique site number that will be allocated by the Licensor and provided to the Licensee.
(c) 'First Draft Website' means the visual appearance and content provided by the Licensor after a first attempt has been made by the Licensor to stylise the website to the Licensee's requirements.
(d) 'Website Management System' means the web pages in the Software that is used to manage the website. These web pages can be identified by the text 'Virtual Charity', 'Virtual Venture' or other Virtual Venture product name and accompanying logo that is visible on each web page used to manage the website.
(e) 'Website Style' means the colours and imagery perceived by those accessing the Website.
(f) 'Adult Content' means any material that contains nudity, explicit violent or sexual material or depictions of violent or sexual acts, or would otherwise be reasonably considered to be unsuitable for young people.