1.1 The free trial ("Trial") of a selected module of our Umbel system ("Product") is offered by umbel Answers Limited ("we" or "us" as appropriate) and is governed by these terms and conditions. We are registered in England and Wales under company number 6078939 and with our registered office at Innovation Centre 2, Floor 2, Keele Science and Business Park, Keele, Staffordshire ST5 5NH.
2.1 We grant to you a non-exclusive licence for the Product as detailed in clauses 2.2 and 2.3 ("the Licence")
2.2 In relation to the scope of use of the Product you shall:
2.2.1 only use the Product for the purpose of training in the normal course of your business and for evaluation of the suitability of Umbel for your training needs
2.2.2 not allow the use of the Product by any person other than a named licensee as notified to us by you during or for the benefit of anyone other than your employees or at any other location than that which was notified to us
2.2.3 not (and shall not permit any third party to) sell, hire, lend, copy, adapt, republish, disseminate or upload the Product in whole or in part
2.2.4 not remove any identifying marks from the Product (including but not limited to any of our logos or trade names)
2.2.5 not print any part of the Product except as explicitly directed
2.2.6 not use the Product or any part of it for any commercial gain
2.3 In relation to assignment and sublicensing you have no right to sub-licence or to assign the benefit or burden of the Licence in whole or in part
2.4 You shall permit us to inspect and have access to any premises, and to the computer equipment located there, at or on which the Product is being kept or used, and any records kept pursuant to the Licence, for the purposes of ensuring that you are complying with the terms of the Licence, provided that we provide reasonable advance notice to you of such inspections, which shall take place at reasonable times
3.1 We do not warrant:
3.1.1 that the use of the Product will be uninterrupted or error-free
3.1.2 that the Product shall be suitable for any particular purpose and you acknowledge that, whilst all reasonable care is taken in the preparation of the Product, it is not designed for any specific purpose and is only a general training tool and that further reading and/or training may be required by you in relation to any subject covered as part of the Product and you further acknowledge that we shall have no liability to you in relation to any action taken by you in reliance on any information provided in the Product or any part of it
3.2 You accept responsibility for the selection of the Product to achieve your intended results
3.3 We accept no liability for any loss of income or revenue, loss of business, loss of profits of contracts, loss of anticipated savings, loss of data, waste of management or office time or for any indirect or consequential loss or damage of any kind however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable
3.4 The exclusions in this clause 3 shall apply to the fullest extent permissible at law, but we do not exclude liability for death or personal injury caused by our negligence, our officers, employees, contractors or agents for fraud, breach of the obligations implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods Act 1982, or any other liability which may not be excluded by law
4.1 You acknowledge that all Intellectual Property Rights in the Product (except those belonging to third parties which we have credited) belong and shall belong to us and you shall have no rights in or to the Product other than the right to use it in accordance with the terms of the Licence
4.2 We undertake at our own expense to defend you or, at our option, settle any claim or action brought against you alleging that the possession or use of the Product (or any part thereof) in accordance with the terms of the Licence 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 you as a result of or in connection with any such Infringement Claim. For the avoidance of doubt, this clause 4.2 shall not apply where the Infringement Claim in question is attributable to possession or use of the Product (or any part thereof) by you other than in accordance with the terms of the Licence
4.3 Clause 4.2 is conditional on:
4.3.1 you notifying us in writing, as soon as reasonably practicable, of any Infringement Claim of which you have notice
4.3.2 you not making any admission as to liability or compromise or agreeing to any settlement of any Infringement Claim without our prior written consent
4.3.3 us having, at our own expense, the conduct of or the right to settle all negotiations and litigation arising from any Infringement Claim and you giving us all reasonable assistance in connection with those negotiations and such litigation at our request and expense
4.4 For the purpose of the Licence and this clause 4 Intellectual Property Rights means all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world
5.1 Either party may terminate the Trial at any time on written notice to the other
5.2 Termination by either party in accordance with the rights contained in this clause 5 shall be without prejudice to any other rights or remedies of that party accrued prior to termination
5.3 On termination for any reason:
5.3.1 all rights granted to you under the Licence shall cease
5.3.2 you shall cease all activities authorised by the Licence
5.3.3 you shall immediately destroy or return to us (at our option) all hard copies of the Product then in your possession and, in the case of destruction, certify to us that it has done so
6.1 You acknowledge that the Product and each part of it is confidential information and shall not disclose to any third party such information other than under the terms of the Licence
6.2 The provisions of this clause 6 shall remain in full force and effect notwithstanding termination of the Trial
7.1 All notices given by you to us must be given to the Managing Director at Innovation Centre 2, Floor 2, Keele Science and Business Park, Keele, Staffordshire, ST5 5NH. We may give notice to you at either the e-mail or postal address you provide to us. Notice will be deemed received and properly served immediately when posted on our website, 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
8.1 We have the right to revise and amend these terms and conditions and our policies from time to time and we shall notify you of such changes by email. In the event that you do not respond to that email within 7 days of receipt we shall consider the amendment accepted by you
9.1 These terms are governed by English law. Any dispute arising from, or related to, the Trial shall be subject to the non-exclusive jurisdiction of the courts of England and Wales
