Software Licence Terms and Conditions
We provide the software product identified on our Site at the time of your purchase (Software), as set out in more detail on our website (https://carokahn.com).
In these Terms, when we say you or your, we mean you as an individual if you are accepting these Terms for yourself. If you are accepting these Terms on behalf of an entity (such as your employer) and you are authorised to do so, then you or your means that entity. When we say we, us, or our, we mean CaroKahn Ltd, a company registered in England and Wales with company number 15435407.
Our contact details:
Phone number: 07738894137
Geographical address: 86-90, Paul Street, London, England EC2A 4NE, United Kingdom
Email address: gerald.west@carokahn.com
These terms and conditions (Terms) form our contract with you, and set out our obligations as a service provider and your obligations as a customer. We will provide the Software to you in accordance with these Terms and all applicable law.
Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.
Your right to change your mind
The following applies only where your use of the Software is as a ‘consumer’ under the Consumer Rights Act 2015:
· Except as set out below, you have the right to cancel your purchase of the Software, and receive a full refund of the fees, without giving any reason, any time up to 14 days after the day you accept these Terms (Cancellation Period).
· When you don't have the right to change your mind: We agree not to provide the Software to you during the Cancellation Period, unless you make an express request for us to do so. You acknowledge and agree that after you have accepted these Terms, if you instruct us to provide you with the Software (including by downloading or first accessing the Software) during the Cancellation Period, this will be taken to be an express request by you, and you will lose your right to cancel.
· Tell us you want to cancel these Terms: If you want to cancel or terminate these Terms in accordance with this clause, you should contact us using the contact details set out at the start of these Terms.
· When your refund will be made: We will refund you 14 days of you telling us you have changed your mind.
1. Engagement and Term
1.1 These Terms apply from the time you purchase the Software (whether by download or by being granted access) and continue for the duration of your use of the Software (Term).
1.2 We will make the Software available to you (whether for download or by granting access, as applicable) immediately upon payment of the relevant fee. Where the Software is provided as a download, you are responsible for downloading and retaining a backup copy. We are not responsible if you lose access to your downloaded copy.
1.3 The Software requires specific system requirements as set out on our Site. You are responsible for ensuring your device meets these requirements.
1.4 This purchase of the Software does not include any right to updates, upgrades, or technical support. We may release updates from time to time, which will be subject to these Terms. You may purchase maintenance or support packages as part of the Paid Services (defined below).
1.5 We may transition the Software to a software as a service model. If we transition the Software to a software as a service model, you acknowledge and agree that we will no longer provide new or updated versions of the Software. Your use of the Software will be at your own risk and we have no obligation to maintain or provide error corrections of the Software.
2. Account
2.1 You may sign up for an Account in order to purchase the Software or Paid Services.
2.2 If you have an Account with us for the purpose of purchasing the Software or Paid Services, you agree to:
(a) keep your information up-to-date (and ensure it remains true, accurate and complete);
(b) keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
(c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.
3. Fees
3.1 You must pay all amounts due under these Terms in accordance with these Terms or as set out on our Site (as applicable), including the licence fee for the Software (whether one-off or recurring, as specified) as set out on our Site at the time of purchase, and, if applicable, any Services you choose to purchase from us, as set out on our Site (Paid Services).
3.2 Details of our Paid Services such as support and maintenance packages, including features, limitations and fees are set out on our Site. All Paid Services must be paid for at the time you order.
3.3 Our payments methods will be set out at the time you purchase the Software or Paid Services. If you choose to pay your fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out at the time you make payment).
3.4 You must not pay, or attempt to pay, any fees due under these Terms by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.
3.5 If any fees due under these Terms or as a result of your use of the Software or Paid Services are not paid on time, we may:
(a) if relevant for the Paid Services, suspend your access to the Paid Services; and
(b) if relevant for the Paid Services, charge interest at a rate equal to the Bank of England’s base rate, from time to time, plus 4% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the payment terms.
3.6 You are responsible for paying any levies or taxes associated with your use of the Software or Paid Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).
3.7 For non-business customers, we will display the price including all fees, taxes and additional amounts to be paid.
4. Licence
4.1 Upon payment of the applicable fee for the Software, we grant you a non-exclusive, non-transferable licence to use the Software in accordance with these Terms for the duration specified on our Site (or, where no duration is specified, on a perpetual basis) (Licence). This Licence permits you to:
(a) download, install or access the Software on the number of devices or user accounts specified on our Site (or, where not specified, on one device that you own or control); and
(b) as relevant, use the Software for either your internal business purposes or personal use.
4.2 This Licence does not permit you to, and you must not:
(a) distribute, sublicense, rent, lease or lend the Software to any third party;
(b) share the Software file with any other person or entity;
(c) use the Software for service bureau purposes or allow third parties to use the Software.
4.3 We retain all ownership rights in the Software. You acquire no ownership rights, only a licence to use as set out in these Terms.
4.4 When you purchase our Paid Services, we grant you the right to access the purchased Paid Services until the earlier of the specified duration of access, these Terms are terminated or you cancel the specific Paid Service. These rights cannot be passed on or transferred to any other person.
4.5 You must not:
(a) access or use the Software in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
(b) use any unauthorised or modified version of the Software, including for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Software; and
(c) use the Software in any way that involves distribution, sharing, renting, leasing, sublicensing or otherwise making the Software available to any third party.
4.6 We reserve the right, upon reasonable notice, to audit your use of the Software to ensure compliance with these Terms. If an audit reveals unauthorised use or distribution, you agree to pay us the relevant fee for each unauthorised copy, plus our reasonable costs of conducting the audit.
5. Consumer Cancellation Right
5.1 This clause 5 applies to the extent that you purchase Software and Paid Services from us as a “consumer”, as defined in the Consumer Rights Act 2015. You expressly agree to this information being provided in digital form, rather than on paper.
5.2 Subject to clause 5.3, you may cancel the Software and Paid Services within 14 days of your acceptance of these Terms (Cancellation Period).
5.4 If you exercise your right to cancel the Paid Services under this clause 5, you will be liable to pay to us an amount for the relevant Paid Services supplied up to when you inform us that you intend to cancel the Services, which will be proportionate to the full fees for the relevant Paid Services for the Term.
5.5 If you want to cancel the Software or Paid Services, you should email us using the contact details at the start of these Terms, and you may use the Model Cancellation Form below:
To CaroKahn Ltd, 86-90, Paul Street, London, England EC2A 4NE, United Kingdom (Email: support@carokahn.com),
I/We hereby give notice that I/We cancel my/our contract for the supply of the following services:
_______________________________________________________________________________.
Ordered on/received on: ___________________________.
Name: ___________________________. Address: _________________________________________________.
Signature: ___________________________.
Date: _________________.
5.6 Subject to clause 5.3, where you have paid any fees upfront and have cancelled the Software or Paid Services in accordance with this clause 5, we will provide you with a refund of the amount paid to us within 14 days of you telling us that you have changed your mind.
6. Intellectual Property and Data
6.1 We own all intellectual property rights in the Software, including the source code, object code, algorithms, user interface and documentation. This includes how the Software looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Software.
6.2 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.
Your Data
6.3 The specific data handling arrangements for the Software (including whether it operates locally on your device or processes data remotely) are described on our Site. You are solely responsible for:
(a) backing up any data you create using the Software;
(b) the security and confidentiality of data processed through the Software; and
(c) ensuring your use of the Software complies with applicable data protection laws.
6.4 You are responsible for (meaning we are not liable for):
(a) the integrity of Your Data on your systems, networks or any device controlled by you; and
(b) backing up Your Data.
6.5 Where the Software allows you to import or export data, you are solely responsible for the accuracy and integrity of any data you import or export, and we are not liable for any data loss, corruption or errors that may occur during this process.
6.6 This clause 6 will survive the termination or expiry of these Terms.
7. Confidential Information and Personal Data
7.1 You may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
7.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
7.3 Our privacy policy (available on the Site) sets out what information we collect in connection with your purchase and use of the Software, including any data we may process on your behalf where the Software operates remotely.
7.4 This clause 7 will survive the termination or expiry of these Terms.
8. Liability
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
8.2 Subject to the clauses above, to the maximum extent permitted by law, we will not be liable for any Liability caused or contributed to by, arising from or in connection with:
(a) your computing environment (for example, your device, operating system, browser and computing environment); or
(a) any use of the Software by a person or entity other than you.
8.3 Subject to the clauses above, but despite anything else to the contrary in these Terms, to the maximum extent permitted by law:
(a) if you are not a ‘consumer’ as defined in the Consumer Rights Act 2015, neither Party will be liable for Consequential Loss;
(b) if you are a ‘consumer’ as defined in the Consumer Rights Act 2015, and you use the Software and Paid Services for any commercial, business or re-sale purpose, we will have no Liability to you for any loss of profit, loss of business, loss of data, business interruption, or loss of business opportunity;
(c) a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
(d) our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any fees paid by you to us in respect of the supply of the relevant Software or Paid Services to which the Liability relates.
8.4 This clause 8 will survive the termination or expiry of these Terms.
9. Termination
9.1 We may terminate these Terms (meaning you will cease using the Software and delete all copies) if:
(a) you fail to pay your fees when they are due;
(b) you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
(c) you breach these Terms and that breach cannot be remedied;
(d) you experience an insolvency event (including bankruptcy, receivership, administration, liquidation, or entering into creditors’ schemes of arrangement).
9.2 You may terminate these Terms if:
(a) we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
(b) we breach these Terms and that breach cannot be remedied.
9.3 You may cease using the Software at any time, including by deleting all copies in your possession or control. If you cease using the Software, this does not entitle you to a refund of the any fees paid for the Software.
9.4 Termination of these Terms will not affect any other rights or liabilities that we or you may have.
9.5 This clause 9 will survive the termination or expiry of these Terms.
10. General
10.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
10.2 Complaints and Feedback: We are always looking to improve our services and products. If you have any feedback or a complaint, please notify us on our contact details set out in these Terms and we will take reasonable steps to address any concerns you have.
10.3 Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.
10.4 Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting a representative of the other Party within 14 days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by The Centre for Effective Dispute Resolution.
10.5 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations, if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.
10.6 Governing law: These Terms are governed by the laws of England and Wales and both parties submit to the exclusive jurisdiction of the courts operating in England and Wales.
10.7 Illegal Requests: We reserve the right to refuse any request for or in relation to the Software or Paid Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.
10.8 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
10.9 Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.
10.10 Privacy: We collect and process personal data in connection with your purchase of the Software in accordance with our privacy policy (available on our website) and applicable data protection laws.
10.11 Publicity: You agree that we may, with your written consent, advertise or publicise the fact you are a customer of ours, for example on the Site or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.
11. Definitions
In these Terms:
Account means an account accessible to the individual or entity who purchases the Software or Paid Services.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
Site means our website at https://carokahn.com (including any associated store or product pages) or such other URL as we may notify you of from time to time.
Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when using the Software or stored by your use of the Software.