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 or user (“You”).

 

By installing, accessing, or using the software or services provided under this Agreement, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement.

 

1. DEFINITIONS

 

Licensed Software: Any software, programs, updates, or upgrades provided by Abbeycomp.

 

Documentation: Materials provided by Abbeycomp explaining how to use the Licensed Software.

 

User: Any individual authorized by You to use the Licensed Software.

 

Third Party Provider: Any third-party whose software, services, or components are included with or used in conjunction with the Licensed Software.

 

Update / Upgrade: Any improvements, enhancements, or corrections to the Licensed Software provided at Abbeycomp’s discretion.

 

Start Date: The date You first use the Licensed Software.

 

2. GRANT OF LICENCE

 

2.1 Licence: Abbeycomp grants You a non-exclusive, non-transferable licence to use the Licensed Software solely for internal business purposes.

 

2.2 Scope: You must use the Licensed Software only in accordance with this Agreement and the Documentation.

 

2.3 Third Party Components: Use of any third-party components is governed by their licence terms, which You agree to comply with.

 

2.4 Updates and Upgrades: Abbeycomp may automatically provide Updates or Upgrades. You agree to install such Updates as required.

 

3. RESTRICTIONS

 

You may not, without Abbeycomp’s prior written consent:

 

Copy, modify, or create derivative works of the Licensed Software.

 

Reverse engineer, decompile, or attempt to extract source code.

 

Sublicense, rent, sell, lease, or distribute the Licensed Software.

 

Use the Licensed Software to provide services to third parties or compete with Abbeycomp.

 

Transmit viruses or malicious code.

 

4. INTELLECTUAL PROPERTY

 

4.1 Abbeycomp and its licensors retain all IP rights in the Licensed Software and Documentation.

 

4.2 You acknowledge that no ownership rights are transferred under this Agreement.

 

4.3 You must not remove or alter copyright, trademark, or proprietary notices.

 

5. CONFIDENTIALITY

 

5.1 The Licensed Software and related information may contain confidential information of Abbeycomp.

 

5.2 You agree to maintain confidentiality and not disclose such information except as permitted under this Agreement.

 

5.3 These obligations survive termination.

 

6. PRIVACY AND DATA

 

6.1 Abbeycomp may collect and process technical and usage data from the Licensed Software for performance, security, and improvement purposes.

 

6.2 Personal data will be handled in accordance with UK GDPR and Abbeycomp’s privacy policy.

 

6.3 You represent that you have obtained all necessary permissions to share any data with Abbeycomp.

 

7. WARRANTIES AND DISCLAIMERS

 

7.1 Abbeycomp warrants that it has the right to grant the licence and that the Licensed Software will substantially perform as described in the Documentation.

 

7.2 To the maximum extent permitted by law, Abbeycomp makes no other warranties, express or implied, including but not limited to merchantability, fitness for a particular purpose, or non-infringement.

 

7.3 Abbeycomp does not guarantee error-free, uninterrupted operation.

 

8. LIMITATION OF LIABILITY

 

8.1 You use the Licensed Software at your own risk.

 

8.2 To the maximum extent permitted by law, Abbeycomp shall not be liable for any indirect, incidental, consequential, or special damages, including loss of profits, data, or business interruption.

 

8.3 Abbeycomp’s total aggregate liability to You for any claim arising under this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the amount of one month’s licence fee for the Licensed Software.

 

9. TERM AND TERMINATION

 

9.1 This Agreement commences on the Start Date and continues until terminated.

 

9.2 Abbeycomp may terminate immediately for cause, including breach of this Agreement or failure to pay fees.

 

9.3 Upon termination, You must cease all use and destroy or return all copies of the Licensed Software and Documentation.

 

9.4 Confidentiality and IP obligations survive termination.

 

10. EXPORT CONTROL

 

You agree to comply with all applicable export laws and regulations.

 

11. GOVERNING LAW

 

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

 

The parties submit to the non-exclusive jurisdiction of the English courts.

 

12. NOTICES

 

Any notices must be in writing and sent to:

Abbeycomp IT Solutions Limited

86 Gloucester Place

London W1U 6HP

United Kingdom