End User Licence Agreement

Please read and agree to the End User License Agreement before you download Shopfitter Software.

BY DOWNLOADING THIS SOFTWARE YOU AGREE TO THE TERMS OF THE LICENCE AGREEMENT.

Please remember that in agreeing to the End User License Agreement you have accepted that Shopfitter Ltd will invoice you £1, US $1, €1 per order or £0.50, US 50¢, €0.50 for orders under GBP £10.00, US $10.00, €10 and that you will pay the invoice by the stated due date, the maximum monthly invoice will be £100 US $200, €150 even if you make 1000s of sales each month.

To download Shopfitter please enter your details and click on the button below.

NOTICE: THIS SOFTWARE IS LICENSED TO YOU SUBJECT TO THE TERMS AND CONDITIONS OF THE FOLLOWING LEGALLY BINDING LICENCE AGREEMENT.  PLEASE READ THE AGREEMENT CAREFULLY BEFORE DOWNLOADING THE SOFTWARE.  BY EXERCISING THE DOWNLOAD OPTION YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT SO AGREE YOU SHOULD DISCONTINUE DOWNLOADING OF THE SOFTWARE AND DELETE ANY COPIES OF THE SOFTWARE IN YOUR POSSESSION.

SHOPFITTER LIMITED
SOFTWARE LICENCE AGREEMENT

1	OWNERSHIP AND LICENCE GRANT
1.1	Shopfitter Limited ("Licensor") retains ownership of the copy of the software which you download from the Licensor's website and all other copies that you are authorised by this Agreement to make ("the Software") including without limitation all copyright and other intellectual property rights, anywhere in the world, in the Software.
1.2	Licensor grants you the non-exclusive licence to install, store, access, display, run and use the Software to establish your own internet based e-commerce site only and not to  provide a bureau or other service for third parties.
1.3	You may install and use the Software only on a single computer at any one time, or on one internet server hosting your website provided that the Software is used only by you or your employees as provided in Clause 1.2 above.  The Licensor may be willing to act as Internet service provider for you, the terms and conditions of which shall be subject to separate agreement.
1.4	You may copy the Software as reasonably necessary for back-up and archival purposes, provided that each is kept in your possession, and that you reproduce the Licensor's copyright notice on each copy.  You may not otherwise copy, modify, merge, disassemble or decompile the Software for any reason except and to the extent expressly permitted by applicable law.
1.5	This licence is personal to you, and you may not sub-licence, rent, lend or lease the Software to anyone else.
1.6	You acknowledge that in order for the Software to operate and perform in accordance with the user guide found on the Licensor's website (the "User Guide") the Licensor's order server has to be able to track all orders placed using the Software and an order tracking device is comprised within the Software.  The Licensor's order server will record each order placed upon you by each of your customers using the Software.  The Licensor shall advise you by e-mail of each such order recorded. You acknowledge that your collection and use of customer data is governed by the Data Protection Act 1998, and that you are therefore responsible for compliance with terms of this Act at all times.
1.7	You agree that, subject to providing evidence to the contrary, the records of the Licensor's order server shall be deemed to be an accurate record of orders placed upon you by your customers using the Software.  Notwithstanding the foregoing if an order is not recorded by the Licensor order server  for any reason, save as otherwise expressly set out herein, THE LICENSOR SHALL HAVE NO LIABILITY TO YOU IN RESPECT OF ANY ORDERS NOT RECEIVED BY YOU.
1.8	The Licensor shall not have access to any data regarding the orders placed by your customers or data concerning your customers themselves, save as you may authorise by separate agreement.
1.9	The Licensor shall provide support services in relation to the use and operation of the Software as advertised and on the terms and conditions set out on the Licensor's website from time to time.
2	FEES
2.1	In consideration of the grant of this Licence you agree to pay to the Licensor £1 per order (£0.50 for orders under £10) for goods or services placed upon you by your customers using the Software within 30 days of invoice therefor from Licensor, notwithstanding that any such order is subsequently withdrawn, not completed or the customer fails to pay you for the goods or services supplied.
2.2	The Licensor shall be entitled to increase the price payable under Clause 2.1 above at any time during the period of this Licence Agreement provided that no more than one increase shall be made in any period of 12 months and the Licensor shall give you not less than one months' notice of any such increase taking effect.
2.3	The payments due hereunder are stated exclusive of any Value Added Tax that may be payable thereon by you in addition to the sums stated herein.
2.4	You agree that the Licensor may suspend the operation of the Software and the processing of orders for goods or services if you fail to pay any sum due on its due date for payment, provided that the Licensor shall first give you not less than 7 days' notice in writing of its intention to suspend the operation of the Software IF YOU FAIL TO PAY THE FEES AS SET OUT ABOVE THE LICENSOR SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE 4 BELOW.
3	WARRANTY AND LIMITATION
3.1	If you discover a material error in the Software which substantially affects your use of the Software and you notify the Licensor of such error within 90 days from the date on which you download the Software, your sole and exclusive remedies will be to de-install the Software and either cease to use it or to download a further copy of the Software which shall be subject to the terms and conditions set out herein.
3.2	THE LICENSOR WILL USE REASONABLE ENDEAVOURS TO REMEDY ANY ERRORS IN THE  SOFTWARE WHICH ARE NOTIFIED TO IT. THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSOR WILL HAVE NO OBLIGATION TO YOU FOR DEFECTS WHICH RESULT, IN WHOLE OR IN PART, FROM YOUR FAULT OR NEGLIGENCE OR THAT OF ANYONE CLAIMING THROUGH YOU OR ON YOUR BEHALF, OR FROM MODIFICATIONS MADE TO THE SOFTWARE OTHER THAN BY LICENSOR OR WITH LICENSOR'S APPROVAL, OR IMPROPER OR UNAUTHORISED USE OF THE SOFTWARE (INCLUDING THE COMBINATION, OPERATION OR USE OF THE SOFTWARE WITH EQUIPMENT, DATA, SOFTWARE OR OTHER PRODUCTS NOT SUPPLIED BY LICENSOR OR APPROVED BY LICENSOR FOR OPERATION OR USE WITH THE SOFTWARE), OR USE OF THE SOFTWARE IN A MANNER FOR WHICH IT WAS NOT DESIGNED, OR BY CAUSES EXTERNAL TO THE SOFTWARE.
3.3	TO THE EXTENT PERMITTED BY LAW, LICENSOR EXCLUDES ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND OTHER TERMS NOT EXPRESSLY STATED IN THIS AGREEMENT INCLUDING THE CONDITIONS IMPLIED BY LAW OF SATISFACTORY QUALITY AND FITNESS FOR PURPOSES.
3.4	Subject to paragraph 3.5, Licensor's liability to you or any third party, whether in contract, delict, tort (including negligence) or otherwise, shall not exceed the aggregate fees paid by you in accordance with Clause 2.1 above in the calendar year to which the relevant claim relates.  Subject to paragraph 3.5, in no event will Licensor be liable to you for any indirect or consequential damages or losses, or any loss of profit or loss of data.
3.5	Nothing in this Agreement shall have the effect of excluding or limiting Licensor's liability for fraud or for death or personal injury caused by Licensor's negligence, or any other liability if and to the extent that the same may not be excluded or limited as a matter of law.
3.6	You agree that you shall comply and shall procure that each of your employees shall in using the Software comply in all respects and at all times with the Data Protection Act 1998 and any successor thereto.
4	TERMINATION
4.1	This licence and your right to use the Software automatically terminates if you:
4.1.1	commit a material breach of this Agreement and fail to remedy the same after receiving not less than 14 days' notice so to do from the Licensor;
4.1.2	become bankrupt or insolvent or have a liquidator or receiver appointed over any of your assets; or
4.1.3	transfer or permit access to the Software to another party other than in accordance with this Agreement.
4.2	On termination of this Agreement, you shall destroy all copies of the Software and accompanying documentation in your possession or control and cease immediately to use the Software.
5	CONFIDENTIAL INFORMATION
5.1	All information, data, drawings, specifications, documentation, software listings, source or object code which the Licensor may have imparted and may from time to time impart to you relating to the Software (other than the ideas and principles which underlie the Software) is proprietary and confidential.  The Licensee hereby agrees that it shall use the same solely in accordance with the provisions of this Agreement and that it shall not at any time during or after expiry or termination of this Agreement, disclose the same, whether directly or indirectly, to any third party without the Licensor's prior written consent.
5.2	Subject only to the specific, limited provisions of Clause 5.1 above, you further agree that you shall not yourself or through any subsidiary, agent or third party use such confidential information to copy, reproduce, translate, adapt, vary, modify, decompile, disassemble or reverse engineer the Software nor shall you sell, lease, license, sub-license or otherwise deal with the Software or any part or parts or variations, modifications, copies, releases, versions or enhancements thereof or have any software or other program written or developed for yourself based on any confidential information supplied to you by the Licensor.
5.3	The foregoing provisions shall not prevent the disclosure or use by you of any information, which is or hereafter becomes, through no fault of the Licensor, public knowledge or, to the extent permitted by law.
6	FORCE MAJEURE
The Licensor shall be under no liability to you in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of any matter outside the reasonable control of the Licensor, including any power interruptions or failures of or interruptions to any communications equipment, software or hardware.
7	ASSIGNMENT
You shall not assign or otherwise transfer all or any part of the Software or this Agreement without the prior written consent of the Licensor.
8	WAIVER
Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of that party's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice that party's rights to take subsequent action.
9	HEADINGS
The headings of the terms and conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Agreement.
10	COMMUNICATIONS
Shopfitter contacts users to advise of system status and developments, you may opt out of our mailing list using the links provided in our communications, or, if these have been omitted for any reason, send an e-mail to removes@shopfitter.com. Shopfitter does it's utmost to ensure that unsolicited e-mail is not sent by us, however we rely on you to inform us of your wish to stop receiving our updates. In agreeing to this license you accept that you will not request any shopfitter.com e-mail address or IP address be added to a spam blacklist held by your, or any other, ISP.
11	GENERAL
11.1	This Agreement will be governed by and construed in accordance with the laws of Scotland whose courts shall have non-exclusive jurisdiction over all disputes which may arise between us.
11.2	The unenforceability or invalidity of any party of this Agreement will not affect the enforceability or validity of any remaining party.

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