Charles Taylor Technical

By downloading the KRRIS software from this website, you will be deemed to have agreed to the terms and conditions set out below :

KRRIS Software Licensing Agreement By downloading the KRRIS software from this website, you will be deemed to have agreed to the terms and conditions set out below. AGREEMENT In consideration of the mutual promises set out below Charles Taylor Consulting Services Limited ("CTC") and the Licensee agree that the terms and conditions of this Agreement shall govern the Licensee’s use of the KRRIS software as defined below. 1. Definitions 1.1. "Licensee" means any person (including any corporate body) which downloads the KRRIS software from this website. 1.2. KRRIS software means the Microsoft Excel based proprietary risk rating system and any subsequent version(s) of such software that CTC may make available from time to time. 2. Grant of licence 2.1. Subject to the terms and conditions of this Agreement, CTC grants to the Licensee a non-exclusive, non-transferable licence to copy and use the KRRIS software for its own personal use or that of its employees. 2.2. This licence is expressly conditional upon the Licensee complying with all of the following requirements: a) The Licensee must not reproduce, sub-licence, distribute or dispose of the KRRIS software in whole or in part other than with the express written permission of CTC. b) The Licensee must not amend, reverse engineer or otherwise disassemble the KRRIS software. c) The licensee must not use any other name for the KRRIS software and must not promote, describe, represent or otherwise use the KRRIS software otherwise than as a product of CTC. d) The Licensee must at all material times hold a valid licence to use Microsoft Excel. 2.3. The Licensee acknowledges that the CTC software is proprietary to CTC and that CTC retains all rights, title and interest in the KRRIS software, including without limitation all copyrights and other proprietary rights. 3. Right to terminate 3.1. The Licensee may terminate this Agreement at any time by written notice to CTC. 3.2. In the event of any breach of this Agreement by the Licensee, CTC may give the Licensee notice in writing requiring the Licensee to remedy such breach. If after 30 days the Licensee shall not have remedied such breach, CTC may terminate this Agreement by written notice to the Licensee, whereupon this licence and all rights granted to the Licensee hereunder shall immediately cease. 3.3. No delay, omission or failure to exercise any right or remedy provided for in this Agreement shall be deemed a waiver thereof, nor shall it be deemed to be a waiver of any other or subsequent breach. 3.4. Upon termination of this Agreement, all licences to use the KRRIS software shall terminate and the Licensee must discontinue all use of the KRRIS software and must destroy or delete (with certification of the destruction or deletion) all copies of the KRRIS software. 4. Liability 4.1. The KRRIS software and other materials contained in this site are provided for general information purposes only and do not constitute professional advice, nor an offer to supply professional advice. Accordingly, CTC gives no warranties, express or implied, regarding the KRRIS software or its use and operation alone or in combination with other programs. 4.2. In no event will CTC be liable for special, incidental, indirect or consequential damages in contract, tort or otherwise arising from or relating to the use of the KRRIS software by the Licensee or by any other party. 4.3. The Licensee shall indemnify, defend and hold harmless CTC from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees and other professional fees) arising out of or in connection with the use by the Licensee of the KRRIS software. 4.4. Any statutory rights conferred upon a consumer by English law are unaffected by the above provisions. 5. Relationship of the parties Neither party may represent or bind the other party in any way and nothing stated in this Agreement shall be construed as creating a joint venture or partnership or the relationship of employer and employee, franchisor and franchisee or principal and agent. 6. Assignment This agreement shall be binding on the assigns, heirs and successors of the parties, except that it may not be assigned by any means by the Licensee without the prior written consent of CTC. 7. Any notice required under this Agreement shall be deemed to be received: a) When delivered personally; b) By facsimile; c) Five days after having been sent by registered mail or d) Via electronic mail. All communication shall be sent to the parties’ physical or electronic addresses as recorded on this website. The Licensee shall inform CTC in writing of any change in the Licensee’s physical or electronic address. 8. Law and jurisdiction This agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute between the parties relating to this Agreement shall be referred to the exclusive jurisdiction of the English High Court of Justice. 9. Severability If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to give effect to the intention of this Agreement and the remainder of this Agreement shall continue in full force and effect. 10. Entire agreement This Agreement constitutes the entire agreement between the parties concerning the use of the KRRIS software licensed hereunder. Any waiver or amendment of any provision of this Agreement shall be effective only if recorded in writing and signed by authorised representatives of both parties.