Last updated: August 2020

This Software Licence, together with the General Terms and Conditions, apply to your use of 51D Software.

The General Terms and Conditions contain provisions which limit our liability to you. The General Terms and Conditions also contain definitions used in this Software Licence.

1 Definitions

The definitions and rules of interpretation in this clause 1 apply to these Software Licence terms. Any capitalised expressions that are not defined in these Software Licence terms will have the meaning given to them in our General Terms and Conditions.

2 Grant of Licence

2.1 You may use Basic Software upon the terms of the licence with which it is made available to the public.

2.2 Upon payment of Fees in accordance with the terms of this Licence, we grant you a non-exclusive, non-transferable licence to use Enhanced Software to:

2.2.1 Use Enhanced Software in accordance with these terms, and not further or otherwise;

2.2.2 install and use a single copy of the Enhanced Software on one computer which is (1) owned by you, or (2) used exclusively by a single Developer;

2.2.3 use Enhanced Software for your internal business purposes only and not in competition or potential with us or any of our services;

2.2.4 transfer the Enhanced Software from one computer to another provided it is used on only one computer at any one time; and

2.2.5 make a reasonable number of copies of the Enhanced Software for back-up purposes.

2.3 You are not entitled to amend Enhanced Software other than in accordance with your statutory rights, and then only after providing us with relevant particulars of the changes to be made upon 14 days' notice in writing.

3 Installation and Acceptance

3.1 You are responsible for ensuring that the equipment on which you deploy the Enhanced Software meets any minimum software configuration or hardware performance requirements.

3.2 You agree that you are deemed to accept the terms of this Licence upon installation of Enhanced Software.

4 Licence Key

4.1 The Licence Key issued to you for Enhanced Software is issued exclusively to you and for your use only. You shall not distribute or disclose any Licence Key issued to you to any third party. Licence Keys may be embedded into the compiled code of the 51D Software (see https://51degrees.com/Developers/Documentation/APIs/NETV32/Web-Apps/Automatic-Updates%20for guidance). You remain liable to us for any misuse or unauthorised use of the Licence Key by any person whether or not you comply with our published guidance.

4.2 51D Software contains functionality allowing us to query any web-based installations to confirm which Licence Key that Derived Program is using. You agree that you will not and will ensure that Customers will not attempt to block or otherwise interfere with that functionality.

5 Third-Party Software

Third party software may be packaged with Enhanced Software for your convenience only. Third party software is licensed on separate terms. You are responsible for complying with the terms of all third party licences.

6 Warranties

6.1 Other than as provided for above, you will not permit any third party to use Enhanced Software. You will not use Enhanced Software on behalf of or for the benefit of any third party in any way whatsoever, including, without limitation, using Enhanced Software for the purpose of operating a bureau service.

6.2 For the avoidance of doubt, the obligations in clause 6.1 shall apply in addition to your obligations in clauses 2 and 5 of the General Terms and Conditions.

6.3 During the period of ninety days from the date you enter into this Licence (“the Warranty Period”), the Enhanced Software as supplied to you by us will, when used in accordance with its Documentation, perform substantially in accordance with its capabilities described in the Documentation. If it does not, we refer to that as a “Defect”.

6.4 Provided that you notify us in writing of a Defect during the Warranty Period, and you have complied with all of the terms of this Licence, we will, at our sole option, either repair or replace the Enhanced Software so as to conform with its Documentation. You will make available all information and resources (including access to your infrastructure, if reasonably required) that may be necessary to assist us in resolving the Defect, including sufficient information to enable us to recreate the Defect. In the event that a warranty claim is made and it eventuates that the alleged Defect was caused by you or your suppliers, the time taken to attend to such rectification may be changed by us in accordance with the Support and Maintenance Terms.