Licence Agreement

For use of the Housebrands Toolkit ‘WhyMe?’

This Licence Agreement is between Housebrands Toolkits Ltd (‘we or us’) and the individual or company to whom Housebrands Toolkits Ltd has agreed to supply the Online Programme (‘you’). The following terms and conditions govern your use of the Online Programme supplied by Housebrands Toolkits Ltd (the ‘Online Programme’) and the materials and content available therein (‘Materials’):

Licence; restrictions on use
1. Subject to any Supplemental Terms which may apply for Specific Materials, you are granted a non-exclusive, non-transferable, limited licence to access and use the Online Programme and Materials made available to you for the purposes only of defining your organisation’s brand. This licence is subject to the following limitations:
  1. The right to electronically display Materials retrieved from the Online Programme is limited to the display of such Materials primarily to one person at a time, subject to the Supplemental Terms for Specific Materials
  2. The right to obtain a printout of Materials is limited to a printout of the completed worksheets relating to your organisation only
  3. The right to retrieve and store machine-readable copies of Materials is limited to the retrieval of your completed worksheets (solely pertaining to your organisation)
  4. The licence will be valid for three calendar months from date of purchase.
2. To the extent expressly permitted by applicable copyright law and not further limited or prohibited by the Supplemental Terms for Specific Materials, you may make copies of Authorised Printouts and distribute Authorised Printouts and copies for use within your organisation only.
3. Except as specifically provided in Sections 1.1 and 1.2, you are otherwise prohibited from downloading, storing, reproducing, transmitting, displaying, printing, copying, distributing, or using Materials retrieved from the Online Programme. You may not print or download Materials without using the printing or downloading commands of the Online Programme. All access to and use of the Online Programme via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Online Programme is strictly prohibited. Use of the Online Programme is permitted only via manually conducted, discrete, individual search and retrieval activities.
4. All right, title, and interest (including all copyrights and other intellectual property rights) in the Online Programme and Materials (in both print and machine-readable forms) belong to us (Housebrands Toolkits Ltd). You acquire no ownership of copyright or other intellectual property rights or proprietary interest in the Online Programme, Materials, or copies thereof.
5. Except as specifically provided herein, you may not use the Online Programme or Materials retrieved from the Online Programme in any fashion that infringes the copyright or proprietary interests therein.
6. You may not remove or obscure the copyright notice or other notices contained in Materials retrieved from the Online Programme.
Access to services
1. Only your employees and support personnel authorised by both us and you shall be entitled to access and use the Online Programme and Materials (“Authorised Users”).
2. Except for use incidental to occasional, short-term travel, you may not use an identification number to access the Online Programme and Materials from outside the country for which it was issued.
3. Your identification number(s) may be restricted from accessing certain Materials otherwise available in the Online programme.
4. Materials and features may be added to or withdrawn from the Online Programme and the Online Programme otherwise changed without notice.
5. You must ensure that each person having access to the Online Programme and Materials:
  1. is an Authorised User; and
  2. is using those Online Programme and Materials only in accordance with these General Terms and Conditions and the Additional Terms.
Limited warranty
1. We represent and warrant that we have the right and authority to make the Online Programme and Materials available pursuant to these General Terms and Conditions.
2. Except as otherwise provided in section 2.1, the online programme and materials are provided on an “as is”, “as available” basis and we make no express warranties under this agreement, including without limitation that the online programme and materials are or will be complete or free from errors or that information will continue to be available to us to enable us to keep the online programme and materials up-to-date.
Limitation of liability
1. To the maximum extent permitted by law, a Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Online Programme or any Materials available or not included therein, (b) the unavailability or interruption to the supply of the Online Programme or any features thereof or any Materials, (c) Subscriber’s use or misuse of the Online Programme or Materials (regardless of whether you received any assistance from a Covered Party in using or misusing the Online Programme), (d) your use of any equipment in connection with the Online Programme, (e) the content of Materials, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, or (g) any negligence of a Covered Party or its employees, contractors or agents in connection with the performance of our obligations under this agreement.
2. ‘Covered Party’ means (a) us, our affiliates, and any officer, director, employee, subcontractor, agent, successor, or affiliate; and (b) each third party supplier of Materials, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or third party supplier of Materials or any of their affiliates.
3. Our liability to you for breach of any condition or warranty implied under any law which cannot be lawfully modified or excluded by this agreement shall, to the extent permitted by law, be limited at our option to supplying the Online Programme or Materials again or paying for their re-supply. Nothing in this Agreement is intended to exclude liability for death or personal injury resulting from any negligence by us.
4. Our liability to you for loss or damage of any kind (including loss or damage caused by negligence) is reduced to the extent that you caused or contributed to that loss or damage.
5. Subject to clause 4.3, the aggregate liability of the covered parties in connection with any other claim arising out of or relating to the online programme or materials shall not exceed the amount of your actual direct damages. Your right to monetary damages in that amount shall be in lieu of all other remedies which you may have against any covered party.
6. Subject to clause 4.3, the covered parties shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, legal fees) in any way due to, resulting from, or arising in connection with the online programme, materials, or the failure of any covered party to perform its obligations, regardless of any negligence of any covered party.
7. Any password / ID number issued by us to an Authorised User is personal and confidential to that Authorised User. If we suspect that any password / ID is being used by an Unauthorised User or a different Authorised User to the person to whom it was issued, that password / ID may be cancelled.
Miscellaneous
1. This Agreement is for the period specified in the price plan.
2. Neither Party will disclose to any third-party details of this Agreement or any of the negotiations undertaken in relation to this Agreement without the prior written consent of the other.
3. You may not assign your rights or delegate your duties under these General Terms and Conditions or any Additional Terms without our prior written consent.
4. These General Terms and Conditions and the Additional Terms shall be governed by and construed in accordance with the laws of England.
5. We will use personal information collected about Authorised Users for the purposes of (a) providing access to and use of the Online Programme to Authorised Users, (b) providing customer support, billing and other similar activities related to the Online Programme, and (c) keeping Authorised Users informed about products, services, offers and upcoming events and to improve our services.
6. In accordance with the Data Protection Act 1998, we will provide and export personal information about Authorised Users to other members of our company group, for the purposes of (a) providing access to and use of the Online Programme to Authorised Users, and (b) providing customer support, billing and other similar activities related to the Online Programme.
7. Save for the owners of any intellectual property supplied by Housebrands Toolkit Ltd, no third parties shall acquire any rights under this Agreement and the provisions of the Contracts (Rights of Third Parties) Act 1999 are excluded.