FREE Evaluation Software
TERMS and CONDITIONS
1. Definitions
(i) 'The Licensee' means the party on whose computer or network the software is to be run.
(ii) 'The Licensor' means PEAR Computing Systems Limited
(iii) 'PEAR' means PEAR Computing Systems Limited
(iv) 'The Software' means CallREG and its related documentation
2. Delivery
(i) Delivery shall be made during PEAR's normal working hours to the address shown on the front of the
contract. PEAR shall make all reasonable attempts to adhere to the delivery schedule agreed with the
Licensee.
3. Method of Supply
(i) PEAR undertakes to provide the Licensee with (a) one copy of the latest release of the CallREG
software system and (b) any such updates to the Software as may be done during the life of this contract,
in executable form on the Licensee's own media, providing that such media have been approved by
PEAR. PEAR may make a separate charge for any media supplied by PEAR at the Licensee's request.
(ii) This contract does not entitle the Licensee to access to source code. However PEAR may, at its sole
discretion, supply the source code of all or part of the CallREG Software. Such source code shall not be
deemed to be part of the software supplied by PEAR under this Contract and may not be used by the
Licensee without the express written permission of PEAR but shall otherwise be subject to the Terms and
Conditions in this document.
4. Licence to use the Software
4 A. Full Licensed Version .
(i) The Licensee, having paid the initial Licence fee, is granted a non-exclusive, non-transferable Licence
to one copy of the CallREG software to run on a single workstation or a multi-station network.
(ii) The Licence shall commence on the date of installation and shall be deemed automatically renewed on
the anniversary of that date a further payment of 10% of the total licence fee as stated in
4(i) unless terminated by PEAR for breach of the terms of this Licence or terminated by the Licensee by
serving three (3) months notice to that effect to expire on the anniversary date. PEAR undertakes to
provide the Licensee with three (3) month's written notice of any intention to raise the annual Licence Fee.
4 B. Evaluation Version .
(i) The Licensee, having paid the initial Licence fee, is granted a non-exclusive, non-transferable Licence
to one copy of the CallREG software to run on a single workstation or a multi- station network.
(ii) The Licence shall commence on the date of installation and shall be licensed for use on a single workstation for a period of 30 days without licence charge.
Both Versions
(iii) While the Software is supplied on an 'as is' basis PEAR undertakes, under the terms of this agreement
and at its own cost, to make any such amendments as are necessary to correct any fault which results in
the Software failing to discharge the tasks described in the Sales Documentation or demonstrated to the
Licensee.
(iv) No warranties are expressed or implied regarding the CallREG system other than those contained within
this document nor is any responsibility accepted for losses of any sort which arise from its use.
(v) The Licensee warrants that the Software and all its copies shall remain under its control and that the
Licensee will take all reasonable precautions to safeguard the software against unauthorised copying.
5. Title and Copyright
(i) No title or rights of ownership, copyright or other intellectual property in the Software have been, are
hereby, or will be transferred to the Licensee.
(ii) Except in accordance with the express written authority of PEAR the Licensee will not provide or
otherwise make available the Software and/or related documentation or any part thereof to any other
person, firm, company or organisation for any reason.
(iii) The Licensee shall not delete any proprietary marks on the Software.
(iv) PEAR may not assign their rights in this Licence without the written consent of the Licensee; such
consent not to be unreasonably withheld.
6. Patent and Copyright Infringement
(i) PEAR indemnifies the Licensee against all actions, claims, demands, costs, charges and expenses
arising from or incurred by any infringement of copyright or patent in respect of the system or any part
thereof, provided that such infringement is not caused or contributed to by any act of the Licensee other
than use of the Software in accordance with the provisions of this agreement.
7. Substitution and Modification
(i) PEAR reserves the right to make improvements, substitutions or modifications in the specification of any
part or parts of the Software, provided that such improvements, substitutions or modifications will not
materially affect the performance of the Software to the Licensee's detriment. If any such improvements,
modifications or substitutions remove any functionality that the Licensee currently utilises, or affects the
performance of the software, the Licensee reserves the right not to accept the upgrade and PEAR
Computing Systems will continue to support and maintain the current version of the software supplied to the
Licensee.
(ii) Any changes that are made to the CallREG Software with the written permission of PEAR must be
[under (3.ii) above] notified to PEAR who may, without payment to the Licensee, adopt them and offer them
to other Licensees. Source documentation may be made available to Licensees wishing to effect
enhancements. This does not preclude a Licensee from approaching PEAR with a view to PEAR, at its
own expense, effecting an amendment conceived by the Licensee. Responsibility for any amendment not
adopted by PEAR nor written by them rests with the Licensee. All Copyrights in amendments adopted by
PEAR are vested in PEAR.
8. Copying
(i) The Licensee shall not attempt to make or cause or permit to be made any copy or copies of the
Software or its documentation save for back-up purposes and such copies are confined to the system
detailed in [4.(i)] above.
9. Confidentiality
(i) All trade or professional secrets or any other information supplied by either party to the other, including
details of the Licensees clients, shall be kept confidential such supply shall not imply any transfer of
property.
10. Employees
(i) Without the prior consent in writing of the other neither party shall, for the duration of this contract, solicit,
procure, or attempt to procure the employment of any person employed in the delivery, installation or
maintenance of the Software.
(ii) Notwithstanding any degree of supervision exercised by either party over employees of the other, in no
circumstances shall the relationship of employer and employee be deemed to arise between either party
and any employee of the other.
11. Right of Termination
(i) The Software remains the sole property of PEAR and may be reclaimed by PEAR, following any breach
of the terms of this Licence. However PEAR is obliged to write to the Licensee giving the grounds for the
alleged breach and give at least one months notice of its intention to invoke this clause.
(ii) On termination of the Licence to use the Software the Licensee shall be obliged to satisfy PEAR that it
has erased the Software and all copies or any part from its magnetic media and that it has no ability to
reproduce the Software in any way, and shall be further obliged to return to PEAR forthwith all related
documentation and all copies, books, records, papers or any other tangible thing in its possession
belonging to PEAR. This specifically excludes any back-ups that contain other Licensee data and or
programs, but the Licensee will remove the software if a restore of that back-up takes place.
(iii) Termination shall be without prejudice to any accrued rights and outstanding obligations of the parties to
each other at the date of termination, including the confidentiality obligations of both parties.
(iv) If Pear Computing Systems breach the terms of this Licence, the Licensee has the right to terminate the
Licence by giving one month's notice of its intention to invoke this clause. On termination of the Licence
for this reason, it shall be deemed that Pear Computing Systems is no longer able to support the Licensee
and clause 5 (iv) shall apply and a pro rata refund of the Licence fee given to the Licensee.
12. Payment Terms
(i) All invoices raised by PEAR in connection with this licence are due and payable within 30 days of
invoice date.
