Abbeycomp End User

License Agreement.

THIS END-USER LICENCE AGREEMENT (the "Agreement") is made between Abbeycomp IT Solutions Limited ("Abbeycomp") (UK company registration number 4533260), with registered offices at 86 Gloucester Place, London W1U 6HP, United Kingdom. and you, the customer named in the Order Confirmation ("you") for the internet services described in the Order Confirmation. By using the services you acknowledge that you have read, understand and agree to be bound by the terms and conditions of this Agreement.

1. DEFINITIONS
"Agreement" means this end-user licence agreement, Order Confirmation and any accompanying Schedules.
"Charges" means the charges payable by you to us for the provision of the Services as set out in the Order Confirmation or any revised changes notified to you together with all applicable taxes and any interest due.
"Connection Date" means the date the Services are made available to you (whether or not you are using them).
"Documentation" means any documentation provided to you by Abbeycomp and/or its supplier(s) and/or third parties (whether electronic or printed) which accompanies the services and/or licensed products for the purpose of enabling you to use the services and products within this Agreement.
"Enhancement" or "Upgrade" means the addition to the Equipment memory, co-processors, optional cards, manufacturers modifications and/or any other changes to the technical specifications or configuration of the Equipment.
"Equipment" means any equipment owned by you which we and/or our third party provider agree can be located in our or your own premises.
"Helpdesk" means the helpdesk support to be provided by us or our third party provider as notified to you from time to time.
'Licence Term' means the licence term set out in Clause 2.1 of this End-User Licence Agreement.
'Licensed Products' means all or each (as the context so allows) of those programs which are provided to you for the purpose of enabling you to use the services and products within this Agreement; and any of the Upgrades and Updates to those programs.
"Maintenance" means standard technical support or enhanced technical support.
"Minimum Period" means, in respect of each of the Services, the minimum period of 12 calendar months (or if longer the number of calendar months specified in any corresponding Order Form) for which the Agreement for each of the Services will run commencing on the Connection Date.
"Network" means the network operated by us or our third party provider and/or our or their associates for the time being.
"Order Form" means the Order Form (including any schedules) between ourselves and you for the provision of the Services.
"Server" means a Computer upon which the Licensed Product is installed AND from which other Computers receive or retrieve data PROVIDED THAT a Computer is not a Server where it is a single Computer from which other Computers receive or retrieve data AND such data is solely generated by the Licensed Product.
'Server License' means the maximum number of Servers (if any) that are permitted under the Schedule to run the Licensed Product at any time.
"Services" means any one or more of the Services described in this Agreement and/or Order Confirmation.
"Service Failures" means any failure, error or defect in the provision of the Services by us or our third party provider but excludes failures, errors or defects arising from, caused by or contributed to by your acts or omissions or third parties acting on your behalf including other providers of telecommunications, computers or other equipment or Services including Internet services or any failure, error or defect arising as a result of causes beyond our reasonable control.
"Software" means software including all associated documentation provided by us or a Third Party to you for the purposes of enabling you to use the products and Services within this Agreement.
"Start Date" means the date upon which you either sign this Agreement or, if you have ordered the Services over the telephone or via the Internet, the date upon which you set up your Agreement.
'Support Fee' means the sums payable by You in consideration of the provision by Abbeycomp of enhanced support services, if applicable.
"Website" means the website located at www.abbeycomp.co.uk or such other website as may be notified by us from time to time.
"Third Party Provider" means the provider of any network, services or system that we may use to provide our Services.
"Third Party ProviderÕs Terms" means in relation to any of the Services means the terms and conditions which you are required to accept from any Third Party Provider from time to time.
'Update' means an update to the library of rules and/or identities made available to You by Abbeycomp and/or third parties; and/or other updates to the software filters, including but not limited to an update to the IP address reputation libraries made available to You by Abbeycomp and/or third parties.
'Upgrade' means any enhancement or improvement to the functionality of the Licensed Product or service (excluding Updates) made available to You by Abbeycomp and/or third parties at its sole discretion from time to time but excluding any software and/or updates marketed and licensed by Abbeycomp and/or third parties as a new version or new release of the Licensed Product.
'User' means an employee, consultant or other individual who uses a Computer which benefits from the Service and/or Licensed Product licensed to You and 'Users' shall be construed accordingly.
'User Licenses' means the maximum number of Users, or Computers (if applicable in accordance with the licence exception set forth in Clause 3.3.1), as specified in the Schedule that are permitted to benefit from the Licensed Products.
"Virus" means a piece of code usually (but not necessarily) disguised as something else that causes some unexpected and, for the victim, usually undesirable event and which is designed so that it may automatically spread to other computer users; the term "virus" shall also be deemed to include reference to worms, trojan horses and other nuisance causing or otherwise harmful applets.
"Working Day" means a day which is not a Saturday, a Sunday or a bank or public holiday in England, Wales, Scotland or Ireland (depending on where notice is being served).
"Working Hours" means 09:00-17:00 in the United Kingdom local time Monday to Friday (excluding bank or public holidays in England) or such other hours as may be notified by us to you from time to time. 

2. RIGHTS AND RESTRICTIONS

2.1 License Term. This Agreement is effective from the Connection Date and shall remain in force until the end of the Minimum Period. This Agreement shall continue in perpetuity unless terminated as provided in Clause 15. Your obligations under this Agreement in respect of the intellectual property and confidential information of Abbeycomp shall survive any expiry or termination of this Agreement.

2.2 Any dates given in this Agreement regarding Abbeycomp's and/or third parties' provision of the Services to you are estimates. Abbeycomp will not be liable for any failure to meet the Connection Date or any other date in relation to the provision of the Services to you.

2.3 In consideration of the payment of the Charges by you, Abbeycomp hereby agrees to provide the Services and grants to You a non-exclusive right to use the Licensed Products connected to the provision of the Services for the Licence Term subject to the terms and conditions contained within this Agreement.

2.4 We may use Third Party Providers for the purposes of providing the Services to you and you hereby agree to accept the Third Party ProviderÕs Terms. We may select and at any time change any Third Party Provider.

2.5 Whilst we provide the Services to you, you authorise us to act on your behalf in all dealings with any Third Party Provider in connection with any matter that enables us to provide or to continue to provide you with the Services (including the giving of all notices, nominations and other authorisations).

2.6 You are not permitted to:

2.6.1 use the Services and/or Licensed Products for the provision of any service for the benefit of any other person ;

2.6.2 reverse engineer, disassemble or decompile the Licensed Products or any portion thereof or otherwise attempt to derive or determine the source code or the logic therein except to the extent and for the express purposes authorised by applicable law;

2.6.3 transmit or provide access to the Services and/or Licensed Products save as provided in this Agreement;

2.6.4 use Software other than the Licensed Products;

2.6.5 sub-license, rent, sell, lease, distribute, transfer or otherwise make available the Services and/or the Licensed Products to any other person save as provided under this Agreement;

2.6.6 use the Services and/or Licensed Products for the purposes of competing with Abbeycomp.

2.6.7 use the Services for transmission of computer viruses; for transmission of any material which is defamatory, offending, abusive, obscene or menacing, or for the posting of such material to bulletin boards or news groups; in a manner which constitutes violation or infringement of the rights of any person, firm or company (including but not limited to intellectual property rights).

2.7 You acknowledge that we are unable to exercise control over the content of any information passing over our or any Third Party Provider's network and that we do not monitor or exercise any editorial control over information passing over such networks. You further acknowledge that we hereby exclude all liability in respect of any transmission or reception of information of whatever kind, or the accuracy of the contents thereof, or the scrambling of any information or data.

2.8 You may use our or our Third Party Provider's network to access other networks world-wide and you agree to conform to our and/or our Third party Provider's policies relating to the acceptable use of our network and any such other networks. In addition, you undertake to conform to any published Internet protocols and standards. In the event that communications by you do not conform to these standards, or if you make profligate use of our and/or our Third Party Provider's network(s) to the detriment of us or our customers, we reserve the right to restrict passage to your communications until you comply with such standards or protocols or provides undertakings acceptable to us in respect of your future use. Improper use and/or failure to comply will result in immediate termination of the Services as per clause 15.2.

3. COPYRIGHT AND OWNERSHIP

The software and the documentation including all know-how, concepts, logic and specifications are the proprietary products of Abbeycomp and/or its licensors and/or third party provider and are protected by copyright and other intellectual property rights. No right, license or interest in our or our third party provider's logos or trademarks is granted to you under this Agreement and you hereby agree not to remove any product identification or notices of proprietary restrictions.


4. SERVICES

4.1 Where Circuit Provision services are provided:

4.1.1 The volume of traffic routed to and from you may be sampled by us or our third party provider every 5 minutes, 24 Hours per day, Monday to Friday.

4.1.2 The "Upgrade Level" relating to ÔburstableÕ bandwidth services is deemed to have been reached if over a period of five consecutive sample days the user exceeds the existing speed capacity requested and/or provided in more than 50% of the samples in either direction.

4.1.3 If upon receipt of written notification from us that the "Upgrade Level" has been reached, and that the user continues to use the Service at the "Upgrade Level" for another five consecutive sample days taken over a two month period, then the user shall be obliged to purchase the next higher level of capacity offered by the supplier for such Services.

4.2 Where MailController services are provided:

4.2.1 You are responsible for the content of all e-mails including attachments we scan on your behalf. We cannot accept any responsibility whatsoever for any viruses or spam sent or received by you. We do not warrant, represent or guarantee in any way whatsoever that the software will ensure that no viruses or spam are contained in e-mails sent by or to you or that the Service will be uninterrupted or error-free.

4.2.2 Virus-infected and spam e-mails, which are stored on our or our third party provider's quarantine servers, will be deleted after a period of 30 days. All other e-mails may be selectively stored in part or in full for the purposes of statistical comparison and held up to a maximum of 30 days. Should you deliver or forward a virus infected or spam e-mail to you from the quarantine, this will be done at your risk and we will take no responsibility whatsoever for any loss, corruption or failure of any data or systems. We will under no circumstances transmit virus infected or spam e-mails from quarantine to third parties on your behalf.

4.3 Where WebController services are provided:

4.3.1 the configuration of the Service is entirely in your control.

4.3.2 If at any time provision of the Service to you would compromise the security of the Service due, without limitation, to hacking, denial of service attacks, flooding or other malicious activities originating from or directed at your network, we and/or our third party provider reserve the right to suspend all or part of the Service immediately and until the problem has been resolved. In such an event, we will promptly inform you and work with you to resolve such issues in order to reinstate the Service at the earliest possible opportunity.

4.3.3 You must have the necessary authority, rights or permissions (whether by domain registration or otherwise) to use all domains registered to the Service.

4.4 You acknowledge and agree that Abbeycomp may directly and remotely communicate with you for the purposes of, without limitation, verifying Your credentials, issuing reports and alerts such as automated support requests and alert messages, and to provide Maintenance.

4.5 We do not guarantee that the Services will be continuously available to you or free from Service Failures. We do not guarantee the delivery or receipt of any electronic mail message or news article or any other data item, though we will use reasonable efforts to ensure such delivery or receipt.

4.6 Where you believe that you are experiencing a Service Failure you must immediately report this to us via e-mail to info@abbeycomp.co.uk, providing sufficient information to enable us to arrange for the investigation of the problem.

4.7 Where time is spent investigating a fault(s) that is being continuously reported by you and the conclusion each time is that there has been no Service Failure, we reserve the right to charge you for all reasonable costs and expenses incurred in investigating the alleged fault and you agree to pay such charges. Details of these charges are available on request.

4.8 In the case of failure of these added value services it is expected that you will have taken steps to implement contingency plans to protect your business from the effects of these value added services not functioning to specification or not being available.

4.9 Where hosting services are provided to you, you agree that any Customer Equipment hosted by us shall be treated as security for the payment by you for equipment and Services provided to you under this agreement.

4.10 Where we manage the renewal of a domain with the appropriate domain licensing authority on your behalf, we will notify you of the requirement to renew and you will be obliged to tell us if you wish to renew. Where you renew the domain directly with the appropriate domain licensing authority we will not be held responsible for Services associated with that domain including the continued availability of the domain. All domain names in the .uk namespace are also subject to NominetÕs Terms and Conditions which can be found at http://www.nominet.org.uk/go/terms.

5. MAINTENANCE

5.1 This Agreement entitles You to receive maintenance for the Licence Term. You agree to provide Abbeycomp and/or our Third Party Provider, at no charge:
5.1.1 full and free access to your site and equipment, and
5.1.2 working space and adequate facilities including electrical outlets within a reasonable distance from your equipment for the provision of maintenance services.
5.2 Abbeycomp's obligation to provide maintenance and/or other services is conditional upon your proper use and care of all Equipment and compliance with any terms and conditions attaching to third party software and licences. Abbeycomp shall not be obliged to furnish maintenance and/or other services if:
5.2.1 any Equipment has been subjected to unusual physical or electrical stress;

5.2.2 adjustment, repair or parts replacement is required because of accidents, neglect, misuse, improper programming, failure of electrical power, air conditioning, humidity control, transportation or causes other than normal use;

5.2.3 the Equipment is maintained or repaired or if attempts to repair or service the Equipment are made by other than Abbeycomp's personnel without the prior approval of Abbeycomp (such approval not to be unreasonably withheld);

5.2.4 the Equipment is either removed from its initial installation location or is reinstalled without the approval of Abbeycomp; or
5.2.5 the Equipment is more than [4] years old
5.2.6 the Equipment or any (essential) part thereof, in Abbeycomp's reasonable opinion, has reached the end of its useful life.
5.2.7 You have added or substituted equipment without AbbeycompÕs consent.
If maintenance and/or other service(s) is/are required as a result of the causes stated above and Abbeycomp agrees to effect such service(s), such service(s) will be made at AbbeycompÕs then prevailing non-contract service rates.

5.3 Maintenance service shall not include:

5.3.1 installation or maintenance of software;

5.3.2 operating supplies or accessories including media such as tapes and disc packs, paint or refinishing the Equipment, or furnishing materials for this purpose; and

5.3.2 electrical work external to the Equipment or maintenance or alterations, attachments or other devices not specifically noted as part of this agreement.

5.3.4Virus removal, Data recovery or Operator Training.

5.4Where Abbeycomp arranges to provide Hardware Maintenance, the following terms and conditions will apply:

5.4.1 All work carried out is to be acknowledged by the signature of a duly authorised representative of yours.

5.4.2 In the event of this Agreement being entered into at any time subsequent to the sale or delivery of equipment to you by us or where you have installed equipment yourselves then we reserve the right to undertake or arrange for an inspection and satisfactory report by an engineer on our behalf on the condition of the equipment.
a. Where you have installed the equipment any subsequent fault calls that are the result of incorrect set-up and configuration of the equipment will not be covered by this Agreement and any remedial work will be subject to the rates in force at that time;
b. If the inspection reveals, in the sole opinion of our engineer, that the equipment is in need of repair then we shall notify you and, if you require, we or our third party provider shall carry out such repair work. Such inspection and repair work to be charged to you at the rate in force by us and any parts supplied shall be charged based on the then current manufacturing prices.

5.4.3 The Maintenance Service to be provided under this Contract consists of corrective maintenance in respect of faulty materials and includes all repairs, which may be reasonably necessary and the supply and fitting of replacement parts. Those replacement parts may be refurbished or reconditioned parts. An engineer will attend the Site within any of the times specified by us, within the response period as stated on the attached schedule, after a request made to us has been received in respect of a Customer Equipment fault. When replacement parts are fitted the parts removed are our property. We also have the right to use equipment of a similar or higher specification no matter what manufacturer if exact spares are unavailable for any reason at the time of a maintenance call. Such equipment will be considered to be loan equipment pending the repair or exact replacement of the original equipment and we retain all ownership rights until assigned to you.

5.4.5 We will not be responsible for the repair or replacement of any consumable items.

5.4.6 Upgrades and Enhancements

a. Where Upgrades or Enhancements are made to the Customer Equipment by us they shall be deemed to be included in the definition of "Customer Equipment" and shall become subject to the terms of this Contract for the unexpired term of the Contract from the date of the Upgrade or Enhancement.
b. The Charges may be increased to such sums, as we shall require taking into account the Upgrade or Enhancement referred to above.
c. You will notify us in writing forthwith of any Enhancement or Upgrade made to the Customer Equipment that is installed by any third party.
d. Upgrades and Enhancements made to the Customer Equipment shall be included within the definition of "Customer Equipment" and shall become subject to the terms of this Contract upon a satisfactory report by an engineer of yours on the effect of the Upgrade or Enhancement on the Customer Equipment.

5.4.7 The inspection and report referred to in Clause 5.4.2 shall be charged to you by us at the rate from time to time in force and shall be in addition to the sum referred to in Clause 5.4.6b.

6. PAYMENT

6.1 Unless otherwise specifically agreed, payment for the Services and/or Licensed Products must be received in full by Abbeycomp (upon your order), on the Connection Date of the Services ordered by you and thereafter as specified in the Order Confirmation, or as otherwise specified by Abbeycomp. Where Services and/or the Licensed Products are supplied on credit, payment must be received by Abbeycomp no later than thirty [30] days from the date of Abbeycomp's invoice.

6.2 The time of payment shall be of the essence of the Contract. Where Abbeycomp fails to receive payment in full by the due date, Abbeycomp shall have sufficient cause to suspend any supply of the Services and/or Licensed Products, terminate this Agreement and/or levy interest for late payment. Interest will be charged on a daily basis at the current statutory rate from the invoice date until payment.

6.3 Where you effects payment by credit or debit card you agrees to pay the card company charges and all handling charges incurred by Abbeycomp for the transaction.

6.4 Where Abbeycomp supplies the Services and/or Licensed Products in instalments, each instalment shall be treated as a separate delivery and invoices will be raised for payment on delivery of each instalment.

6.5 Payment of other charges 
You agree to pay all other charges reasonably incurred not later than [30] days after AbbeycompÕs invoice in respect of them. All charges are exclusive of (a) Value Added Tax and /or similar charges; (b) transport and delivery costs, insurance and the ProviderÕs handling charges, where applicable. All such taxes, costs and charges shall be paid by you.

6.6 If in our reasonable opinion maintenance service is required as the result of any misuse of the Services and/or Licensed Products or misuse, neglect of, or accident to the equipment or other third party hardware related problems, we reserve the right to apply an additional charge.

6.7 We reserve the right to apply an additional charge for a maintenance call to a system that has been moved to a new location and not installed by Abbeycomp and/or any Third Party Providers if it is reasonably determined that the problem was caused by the transportation or re-installation of the system. The applicable charge will be equivalent to our current rates in force at that time.

6.8 We reserve the right to revise the Charges for the Services and/or Licensed products and/or to remove any restrictions at any time by posting the relevant changes on the Abbeycomp Website at www.abbeycomp.co.uk. The revised Charges will apply to all Services provided after the effective date of the notice of change. 

7. CREDIT LIMIT/SECURITY PAYMENT

7.1We may at our sole discretion and at any time during the lifetime of this Agreement require a security deposit or prepayment by you or the giving of a directors' guarantee on your behalf where Services are to be provided to you which have not been paid for in full in advance.

7.2 We may at our sole discretion and at any time during the lifetime of this Agreement impose a Credit Limit on your account. Any Credit Limit imposed can be amended without prior notice. If you exceed such Credit Limit we may demand immediate payment of the Charges and/or we or any Third Party Provider may suspend the Services.

7.3 If at any time we require you to pay a security deposit, pre-payment or directors guarantee under clause 7.1 above we and/or any Third Party Provider may (i) suspend provision of the Services until we receive such payment or guarantee and/or (ii) at any time apply the security deposit or pre-payment (once paid) or enforce the directors guarantee to meet any cost, loss or liability incurred as a result of any failure by you to comply with these terms or to pay any amount owing by you to us. 

8. VARIATIONS

The terms and conditions of this Agreement may vary by posting the variation on the Abbeycomp Website. Where reasonably practicable we will give you prior notice of variation. Variations will be effected where valid reasons exist, for example to reflect changing arrangements with any Third Party Provider or changing legal, regulatory or business requirements. You agree that, by your continued use the Services and/or Licensed Products after any variation(s) to these terms and conditions you will be bound by the terms and conditions as varied.

9. BACK-UP 

You shall be responsible for keeping adequate back-up copies of all data and programs held or used by you. In addition you shall be responsible for the security of your use of the Services including, but not limited to, protecting all passwords, employing appropriate security devices, including virus checking software, and having disaster recovery processes in place. Abbeycomp shall not be responsible for any loss or retrieval of data. Additional labour incurred in attempting to recover files at your request will be charged at Abbeycomp's Charges (Abnormal Hours).

10. COPY PROGRAMS

You shall obtain, keep and make available to Abbeycomp machine readable copies of all programmes, data files and operating systems relating to Services and/or Licensed Products and equipment. Abbeycomp shall not be liable for your inability to use its machine readable data.

11. WARRANTIES AND INDEMNITY


11.1 You warrant that your use of the Services and/or Licensed Products is and will continue to be in accordance with all applicable laws and regulations.

11.2 You shall at Your own expense hold harmless, defend and fully and effectively indemnify Abbeycomp against any claims, proceedings, damages, costs, expenses or other liability whatsoever arising out of, resulting from or relating to the provision of the Services and/or Licensed Products to you.

11.3 You agree to indemnify us against damage to our or third party property, personal injury, business interruption, claims from third parties and all other risks which may arise from your act or failure to act.

11.4 Where you are issued with a password to access the Services you must take all reasonable steps to keep such password private and confidential and ensure that it does not become known to other persons. If the password becomes known to any other person, you must immediately inform us. We may change your password from time to time at our discretion without prior notice and we will inform you of such change.

12. DISCLAIMER OF WARRANTIES

12.1 Abbeycomp and any of its third-party providers, licensors and suppliers and the contributors of certain included software make no warranties, conditions, undertakings or representations of any kind, either express or implied, statutory or otherwise in relation to the product including without limitation any implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement or arising from course of dealing, usage or trade.

12.2 Without limitation to the foregoing, Abbeycomp does not warrant that the Services and/or Licensed Products will meet your requirements or that the operation of the Services and/or Licensed Products will be error free or uninterrupted or that defects in the Services and/or Licensed Products will be corrected. Abbeycomp does not warrant that the Services and/or Licensed Products will detect and/or correctly identify and/or disinfect all threats, applications (whether malicious or otherwise) or other components.

12.3 Abbeycomp does not warrant or represent that you are entitled to block any third party applications and expressly disclaims liability for any suggestions made by Abbeycomp (including without limitation by its employees, consultants and sub-contractors) in connection with your use of the Services and/or Licensed Products.

13. LIMITATION OF LIABILITY

13.1 You use the Services and/or Licensed Products at your own risk. to the maximum extent permitted by applicable law, in no event shall Abbeycomp or any of its third-party Providers, licensors, suppliers or the contributors of certain included software be liable to you for or to those claiming through you for any direct, indirect, consequential, incidental or special damage or loss of any kind including, but not limited to, loss of profits, loss of contracts, business interruptions, loss of or corruption of data however caused and whether arising under contract or tort, including negligence, even if Abbeycomp has been advised of the possibility of such damages.

13.2 if any limitation, exclusion, disclaimer or other provision contained in this end-user licence agreement is held to be invalid for any reason by a court of competent jurisdiction and Abbeycomp becomes liable thereby for loss or damage that may lawfully be limited, such liability whether in contract, tort or otherwise, will not exceed the lower of the fee paid by you and Abbeycomp's list price for the product.

14. SUSPENSION OF PERFORMANCE

14.1 Failure of Abbeycomp to receive payment in full from you within the due date shall constitute sufficient cause for Abbeycomp to suspend or terminate Services under this Agreement.
14. Abbeycomp may suspend the Services under this Agreement where
14.2.1 technical limitations exist or arise which make the provision of the Services impossible or materially limit the functionality or performance of the Services;
14.2.2.it is necessary for operational reasons such as upgrades to the Services or regular or emergency maintenance;
14.2.3 we and/or our Third Party Provider are obliged to comply with any contract, order, instruction or request of a competent governmental regulatory or other authority;

15. TERMINATION

15.1 By notice 
Either party may terminate this Agreement by not less than [3] months' notice in writing to the other expiring not earlier than the end of the Licence Term and thereafter either party may terminate this Agreement for further terms by giving the other one month's notice.
15.2 For cause
This Agreement may be terminated with immediate effect and without prior notice:

15.2.1if either party fails to perform its obligations under this Agreement and fails to remedy such failure within [21] days after written notice requiring it to be remedied.

15.2.2 by Abbeycomp if you fail to pay any sums due to us or if you become bankrupt, insolvent or subject to any form of insolvency application and/or procedure or otherwise make any assignment of your business for the benefit of creditors;

15.3 In the event of termination in accordance with this clause during the Licence Term you will be liable to pay any charges which would apply to the unexpired portion of the Licence Term. In the event of termination by us in accordance with clause 15.2.2, you will forfeit any charges paid in advance for the unexpired part of the year.
15.4 Abbeycomp reserves the right to claim a lien on any of your property in your possession if you are in debt to Abbeycomp.
15.5 The confidentiality obligations under Clause 19 shall survive the termination of this Agreement.

16. FORCE MAJEURE 

Neither party shall be liable to the other for any delay or failure in the performance of any of its obligations under the Contract caused by factors outside its control, including any acts of God, fire, terrorism, explosion, accident, industrial dispute or any cause beyond its reasonable control.

17. OPTIONAL DATA SHARING

17.1 If You do not choose to allow: (i) sharing of data with Abbeycomp in order to improve protection and/or application control; or (ii) remote assistance, you must expressly inform Abbeycomp in writing and this Clause 17 will consequently not apply to you.

17.2 You hereby acknowledge and agree to allow sharing of data with Abbeycomp and/or third parties and authorise Abbeycomp to provide remote assistance, You agree to implement optional functions which allow the Licensed Products to provide Abbeycomp with various data. While Abbeycomp does not intend that such data include proprietary, confidential or user-identifiable data, by agreeing you hereby acknowledge that it may be possible for such data to include proprietary, confidential or user-identifiable data and you represent to Abbeycomp that you have obtained all necessary permissions to share such data with Abbeycomp.

18. EXPORT CONTROL REQUIREMENTS

You hereby agree that you will use, disclose and/or transport the Services and/or Licensed Products in accordance with any applicable export control laws and regulations and that you are solely responsible for fulfilling any applicable governmental requirements in connection with your use, disclosure and/or transport of the Services and/or Licensed Products and relating to any transfer. You agree to indemnify and hold Abbeycomp harmless from and against any claim, loss, liability or damage suffered or incurred by Abbeycomp resulting from or related to your violation of this paragraph.

19. CONFIDENTIALITY

19.1 The Software may include confidential information that is secret and valuable to Abbeycomp and/or its third party providers and/or licensors. You are not entitled to use or disclose that confidential information other than strictly in accordance with the terms of this Agreement. Abbeycomp reserves the right to disclose details of the Agreement to third parties for publicity and promotional purposes and:-

19.1.2 You expressly give Abbeycomp permission to include and publish Your name and logo on lists of Abbeycomp's customers for the Services and/or Licensed Products; and

19.1.2 You agree that Abbeycomp may send emails to You to provide information and goods and services to You and to let You know about other services and/or products in which You may be interested.

19.2 If You do not wish to give Abbeycomp permission under Clause 19.1.1 and/or 19.1.2, You must notify Abbeycomp by the date no later than seven days after the Licence Start Date specifying that permission is not granted.

19.3 Notwithstanding the foregoing, Abbeycomp will only process personal information in accordance with the provisions of the Data Protection Act 1998.

19.4 The content of all e-mails scanned on your behalf by the software is confidential and we will use reasonable endeavours to keep confidential information received by it from you or for you in connection with the Service. However, we reserve the right to disclose such information (to the extent we consider reasonably necessary) for the purposes of:

19.4.1 maintaining and improving the performance and the integrity of the software and our and/or our third party provider's systems;

19.4.2 observing, studying and/or testing the functioning of the Service;

19.4.3 complying with all regulatory, legislative or contractual requirements; and

19.4.4 making available to our licensors of the software any information passing through our systems which may be of interest to our licensors solely for the purpose of further developing and enhancing the software;

and we reserve the right to retain copies of information entering our systems as may be necessary from time to time for each purpose.

20. GENERAL

20.1 You agree that Abbeycomp may use any technical information provided by You, including without limitation information provided under the terms of the Optional Data Sharing in Clause 17, for its business purposes, including without limitation for product support and development.

20.2 Abbeycomp may at its sole discretion assign, subcontract or transfer any of its rights or obligations hereunder or any part thereof to any of its subsidiaries, resellers, distributors, dealers or third parties, as applicable.

20.3 You may not assign, sub-licence or otherwise transfer this Agreement or any of your rights or obligations arising under it or any part thereof without our prior written consent.

20.4 Abbeycomp may amend the terms and conditions of this Agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL www.abbeycomp.co.uk, which amended terms and conditions shall be binding upon You.

20.5 Failure by Abbeycomp to enforce any particular term of this Agreement shall not be construed as a waiver of any of its rights under it.

20.6 The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder.

20.7 If You and Abbeycomp have signed a separate written licence agreement covering the use of the Services and/or Licensed Products, the terms of such signed agreement shall take precedence over any conflicting terms of this Agreement. Otherwise this Agreement and any Schedule hereto constitute the entire agreement between the parties in relation to the Services and/or Licensed Products and its licensing and supersedes any other oral or written communications, agreements or representations with respect to the Services and/or Licensed Products, save for any oral or written communications, agreements or representations made fraudulently.

20.8 This Agreement shall be governed by English law and the parties consent to the non-exclusive jurisdiction of the English courts.

21. NOTICES

Any notices required or allowed under this Agreement must be in writing to Abbeycomp and should be addressed, and if mailed, postage paid, by recorded delivery, to The Finance Director, Abbeycomp IT Solutions, 86 Gloucester Place, London W1U 6HP, United Kingdom.

License Agreement