Software Licence Terms

The SPM Assets company identified on the Registration Form (SPM Assets) grants to you, the client named in the Registration Form (you), a non-exclusive, non-transferable licence to allow your Named Users to access and use the software products specified in the Registration Form (the Software) on the following terms (these Terms).

1. Definitions

In these Terms:
Business Day means Monday to Friday, excluding public holidays;
Charges means the amounts to be paid for the Licence and the Services and any other charges set out in the Registration Form;
Client Data means all data you make available to SPM Assets or you maintain through use of the Software, or new data produced from the Software’s analytical functions;
Commencement Date means the date SPM Assets first provides you with access to the Software;
Documentation means operating or user manuals and associated materials provided by SPM Assets in respect of the Software;
Initial Term means the minimum licence period defined in the Registration Form;
Intellectual Property Rights means any patent, trademark, service mark, copyright, moral rights, right in a design, know-how, confidential information and all or any other intellectual or industrial property rights whether or not registered.
Licence means your right to access and use the Software.
Named User means individual persons identified by you as licensed users of the Software, up to the number set out in the Registration Form. A competitor of SPM Assets may not be a Named User;
Normal Business Hours means 8.30am to 5pm on Business Days;
Services means the hosting and other services set out on the Website;
Software means the software modules listed in the Registration Form, as updated by any subsequent release, but specifically excludes any third-party software;
Website means the website from which SPM Assets makes the Software available, the current address for which is in the Registration Form.

2. Term and Access

2.1   Your licence to access and use the Software (the Licence) commences on the date specified in your Registration Form and will continue until terminated in accordance with these Terms.

2.2   In order to access and use the Software, you must:

(a) have an internet connection at least equivalent to the options identified in the Registration Form; and
(b) provide SPM Assets with the names of the Named Users, limited to the number specified in the Registration Form, who will be granted access to the Software; and
(c) pay the Charges.

2.3   SPM Assets will provide the initial login name and password for each Named User to enable the Named User to access the Software. You may change the Named Users on giving notice to SPM Assets.

2.4 You must use the Software in accordance with the operating procedures set out in the “Help” section of the Software.

3. User obligations

3.1   You will:

(a) not attempt to circumvent or disable the Software;
(b) not copy, translate, adapt or modify the Software except as expressly permitted by these Terms;
(c) not attempt to decompile, reverse engineer or attempt to derive the source code for the Software;
(d) not disclose or dispose of the Software to any third party except as expressly permitted by these Terms;
(e) allow only Named Users to use the Software;
(f) not develop or distribute any product that would compete with the Software or that imitates any ideas, features, or functions of the Software;
(g) not copy any Documentation, except for your own back-up purposes;
(h) not undermine the security and integrity of SPM Assets’ systems or where the Software is hosted by a third party, that third party’s computing systems and networks;
(i) not impair the functionality of the Software, Website or any other systems used to deliver the Software or impair any other user’s ability to use the Software or the Website;
(j) not input into the Software or Website any files that may damage any other person’s computing device or software, content that may be offensive or inappropriate, or material or any data (including Client Data) in violation of any law;
(k) keep confidential the login details assigned to each Named User.

3.2   You will:

(a) use the Software at your own risk, subject to these Terms and the warranties in clause 8;
(b) be responsible for your internet connection, device configuration and implementation of the Software;
(c) be responsible for determining that the Software meets your needs;
(d) promptly provide SPM Assets with information and access to your systems so that SPM Assets can perform the services.

4. SPM Assets Services

4.1    SPM Assets will provide the Services on the terms set out at the Website.

4.2   SPM Assets will train your designated personnel in the use and operation of the Website and the Software, such training to be provided at SPM Assets’ then-current hourly rates.

4.3   SPM Assets will:

(a) make the Website and Software available 24 hours a day except for maintenance windows outside Normal Business Hours;
(b) where possible, give you advance notice of any maintenance activity;
(c) provide support for the Software during Normal Business Hours;
(d) provide a hosted environment that provides 99.9% availability for the Software and the Website during Normal Business Hours.

5. Charges and payment

5.1   You will pay the Charges to SPM Assets in accordance with clauses 5.3 to 5.6.

5.2   SPM Assets may amend the Charges annually with effect from each anniversary of the Commencement Date. Amendments in total Charges greater than 5% will be advised 3 months in advance and agreed prior to implementation.

5.3   All Charges and other fees exclude GST, which you will pay SPM Assets at the applicable rate on the due date for payment of the amount to which the GST relates.

5.4   SPM Assets will submit invoices to you at the beginning of each payment period specified in the Registration Form.

5.5   You will pay each invoice within 20 Business Days of the invoice date, without set-off or deduction.

5.6   If you fail to pay an invoice after 10 Business Days’ notice of non-payment, the amount set out in that invoice will be subject to interest of 1.0% per month.

6. Intellectual Property Rights and Client Data

6.1   You own all Intellectual Property Rights in the Client Data, but SPM Assets may:

(a) use the Client Data to perform its obligations under these Terms; and
(b) aggregate the Client Data for benchmarking, statistical and analytical purposes on an anonymous basis.

6.2   SPM Assets or its licensors own all Intellectual Property Rights in the Software and the Documentation.

6.3   You own and have sole responsibility for the Client Data, and for ensuring that SPM Assets has the right to use the Client Data. SPM Assets will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data.

6.4   SPM Assets will store and use Client Data in accordance with SPM Assets' Privacy Policy and Security Policy, which are available for viewing at the Website.

7. Confidentiality

7.1   Each party (a “Recipient”) will keep confidential all information obtained from the other which is marked confidential or is by its nature clearly confidential and, except as permitted under clause 7.2 or 7.3, will not disclose it to a third party without the written consent of the other party.

7.2   The Recipient may disclose confidential information to those of its employees, agents and contractors who are directly involved in fulfilling the Recipient’s obligations under these Terms and will ensure that those persons comply with this clause 7.

7.3   Clause 7.1 will not apply to information that:

(a) was independently available to the Recipient from a third party having the right to disclose it;
(b) is the public domain through no fault of the Recipient or any other person to whom it discloses the information; or
(c) the Recipient is obliged by law to disclose.

8. Liability and indemnities

8.1   SPM Assets will indemnify you against any liability, loss, damage or expense arising directly from a claim that your use of the Software or the Documentation infringes the Intellectual Property Rights of a third party.

8.2   Clause 8.1 will not apply to the extent an infringement results from use of the Software for a purpose not specifically permitted by these Terms or otherwise authorised in writing by SPM Assets (including the purposes provided by these Terms or the Website)
8.3   SPM Assets warrants that:

(a) subject to clause 8.4, the Software will operate substantially in accordance with the Documentation; and
(b) the Documentation is true, accurate and complete in all material respects; and
(c) so far as SPM Assets is aware, the use of the Software in accordance with these Terms complies with all applicable laws of the jurisdiction identified in the Registration Form; and
(d) the Software, and your use of the Software in accordance with these Terms will not infringe the Intellectual Property rights of any third party; and
(e) SPM Assets has taken reasonable precautions to ensure that the Software is free of viruses, bugs or defects and will operate without undue or unreasonable interruption; and
(f) the Services will be of a professional quality conforming to generally accepted industry standards and will be performed in compliance with applicable laws of the jurisdiction identified in the Registration Form and with reasonable care and professionalism.

As SPM Assets sole responsibility and your sole remedy for breach of warranty in this clause SPM Assets will, at its own cost, repair or replace the Software or re-perform the affected Services that breach the above warranties.

8.4   SPM Assets does not warrant that:

(a) the Software is error free, can be used without interruption or will meet all of your needs; or
(b) access to the Website will be uninterrupted; or
(c) the Website is free from anyone accessing SPM Assets’ systems without SPM Assets’ consent.

8.5   You warrant that:

(a) you comply with all laws applicable to personal information in the Client Data;
(b) SPM Assets’ use of the Client Data will not breach any third-party rights;
(c) you are acquiring the Licence for business purposes.

8.6   Except as expressly provided in these Terms, all representations or warranties (statutory, express or implied) except any that may not be lawfully excluded, are expressly excluded.

8.7   SPM Assets’ total liability to you for all claims for damages in connection with these Terms will not exceed in aggregate the Charges paid in the 6 months preceding the date on which the relevant claim arose, less any payments previously made by SPM Assets to you under these Terms. However, the indemnity in clause 8.1 is not subject to the liability cap in this clause 8.7.

8.8   In no circumstances will either party be liable for any loss of profits or for any consequential, special, indirect or incidental loss or damages, however caused, arising out these Terms, the Software or the use of the Software.

9 Termination

9.1    Either party may terminate these terms and the Licence by giving the other party 60 Business Days’ notice, provided that such notice will only be effective on or following expiry of the Initial Term.

9.2   SPM Assets may terminate the Licence immediately on giving you written notice if you:

(a) breach these Terms and fail to remedy the breach (if remediable) within 10 days’ notice of the breach; or
(b) become insolvent.

9.3   If SPM Assets terminates the Licence, SPM Assets may:

(a) if terminated under clause 9.2, retain any money paid to it, even though the period in respect of which it was paid has not ended;
(b) prevent you from accessing the Software;

9.4   On termination of the Licence you must, at your own expense, and at SPM Assets’ option, deliver or destroy:

(a) any notes made in relation to the Software or any part of it; and
(b) all Documentation.

9.5   When the Licence is terminated and at your request, all Client Data will be supplied by SPM Assets to you in CSV format. SPM Assets may charge for its services under this clause.

9.6   Clauses 6, 7 and 8 will survive termination of the Licence.

10 Miscellaneous

10.1    Any notice to be given under these Terms must be in writing and sent to the principal place of business of the intended recipient or to any other address notified by either party to the other from time to time. A notice sent by email will be deemed to be received when transmitted to the recipient’s correct email address. Any other notice will be deemed to be received when left at the recipient’s specified address or on the third day following posting.

10.2   You may not assign, transfer or sub-license any of your rights under these Terms without SPM Assets’ prior written consent. A change in the legal or beneficial ownership or control of your entity will be deemed to be an assignment.

10.3   We will notify you when there are material changes to the Terms and provide opportunity for feedback before these changes become part of our Terms. Your continued use of the Software will constitute acceptance of the amended Terms.

10.4   These Terms are governed by the jurisdiction identified in the Registration Form.