This End-User Licence Agreement (EULA) is a legal agreement made between the user/licensee (You/Your) and Kabing Limited ( KL). It sets out the terms and conditions upon which We license our Web application for use.
PLEASE READ THE CONTENTS OF THIS EULA CAREFULLY. YOU AGREE TO BE BOUND BY THE TERMS OFTHIS EULA BY USING OR UPDATING THE WEB APPLICATION.
IF YOU DO NOT AGREE WITH THE TERMS OF THIS EULA, DO NOT PROCEED WITH USING THIS WEB APPLICATION.
In addition to the terms defined in the Terms and Conditions, the following definitions shall have the following meanings:
“Documentation” means all and any user guides and operating or other similar manuals and/or documentation, provided inhard copy or soft copy, necessary to enable the Customer to make full and proper use of the System or the Service;
“Terms and Conditions” means the Terms and Conditions of Sale that define the purchase of the Product or Service, as advertised on the YouCanDoProbate Website;
1 GENERAL GRANT OF LICENCE
1.1 In consideration of Your agreement to abide by the terms of this EULA, subject to Section 2 or 3 below (as applicable toYou) and Section 7, KL grants You a worldwide, royalty-free, non-exclusive licence to use the Web application in object code form. This includes but is not limited to:
1.1.1 making use of any portion of the Web application;
1.1.2 preparing Probate application using Forms PA1P, PA1A, PA11, PA14, PA15 IHT205 and IHT 217;
1.2 Where specified, this EULA will detail specific rights or limitations that are dependent upon the type of user that You are hereby identified to being either:
You have purchased a licence for a Product that is intended to be used by an individual, a trustee or executor in a trust or estate, all of whom intend to complete their own Probate returns and not charge for such on a fee-earning or other commercial basis.
1.3 In all circumstances, this EULA does not give third parties (i.e. a person or business that is not You) any rights touse the Web application. If You are unsure of Your anticipated deployment of the Web application, please discuss this with KL first before using the Web application.
1.4 With respect to electronic and other documentation, You may make any number of copies (either in hard copy or in electronic form) provided that such copies are for Your own use and are not republished, redistributed or resold for the benefits of third parties.
2 TERM OF LICENCE
2.1 The Web application is built to assist with the preparation of Forms PA1P, PA1A, IHT205 and IHT217.
2.2 Access to the functions provided are for a period of 12 months. Any other period of licence is granted only at KL’s discretion.
2.3 The Terms and Conditions of Sale under which KL sells its Products can be found on the KL website www.youcandoprobate.co.uk/terms
3 RIGHTS AND LIMITATIONS
3.1 Except as expressly set out in this EULA You undertake:
3.1.1 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Web application;
3.1.2 not to permit or allow the Web application to be used by a third party, i.e. a party that is not You,; and
3.1.3 not to disassemble, decompile, reverse engineer, wrap or create derivative works based on the whole or any part ofthe Web application; and
3.1.4 not to attempt to circumvent any mechanisms put in place that would avoid the Web application’s anti-piracy orlicensing measures or to alter the number of concurrent users able to access the Web application and/or its database; and
3.1.5 not to incorporate the Web application into training materials to be delivered to a third party (i.e. a party that isnot You or, in the case of Practice Users, is not Your employee).
3.2 Provided that You are a subject of the EU or UK, consumers are granted a general right to be able to resell a Web application licence to a third party provided that certain conditions are met. The nature of the Web application is such thatthese conditions cannot be met, namely that the Web application provides You with the ability to complete Probate forms as noted above, which are consumed through Your use of the Web application. A licence being resold under EU law must beresold in a full and unconsumed state. The Web application does not and cannot provide a facility for You to be able to split and therefore resell any unused tax returns. You therefore have no right to resell the Web application to a third party.
4 INTELLECTUAL PROPERTY RIGHTS AND COPYRIGHT
Everything we have out into our services and web application is owned by us, unless otherwise stated and excluding content owned by others. This includes rights in the design, compilation, and look and feel of our services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us.
5 TERMINATION OF LICENCE
5.1 KL may terminate this EULA immediately by written notice to You if:
5.1.1 You commit a material or persistent breach of this EULA; or
5.1.2 a petition for a bankruptcy order to be made against You has been presented to the court;
5.1.3 You suspend, or threaten to suspend, payment of Your debts or are unable to pay Your debts as they fall due orYou admit inability to pay Your debts or are deemed unable to pay Your debts within the meaning of section 123 of theInsolvency Act 1986; or
5.1.4 You commence negotiations with all or any class of Your creditors with a view to
rescheduling any of Your debts, or makes a proposal for or enter into any compromise or arrangement with Yourcreditors other than for the sole purpose of a scheme for Your solvent amalgamation with one or more othercompanies or Your solvent reconstruction; or
5.1.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with Yourwinding up other than for the sole purpose of a scheme for Your solvent amalgamation with one or more othercompanies or Your solvent reconstruction; or
5.1.6 an application is made to court, or an order is made, for the appointment of an administrator, or if anotice of intention to appoint an administrator is given or if an administrator is appointed, over You; or
5.1.7 the holder of a qualifying floating charge over Your assets has become entitled to appoint or has appointed anadministrative receiver; or
5.1.8 a person becomes entitled to appoint a receiver over Your assets or a receiver is appointed over Your assets; or
5.1.9 a creditor or encumbrancer of Yours attaches or takes possession of, or a distress, execution, sequestration orother such process is levied or enforced on or sued against, the whole or any part of Your assets and such attachmentor process is not discharged within 14 (fourteen) days; or
5.1.10 any event occurs, or proceeding is taken, with respect to You in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (5.1.2) to subsection (5.1.9) (inclusive); or
5.1.11 You suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of Your business.
5.2 Upon termination of the EULA by KL for reasons given in Section 8.1 above:
5.2.1 all rights granted to You under this EULA shall cease; and
5.2.2 all rights granted to KL under this EULA shall survive the termination and shall continue to beenforceable; and
5.2.3 You will cease all activities authorised by this EULA; and
5.3 Upon termination for any other reason (for example, if a credit card payment results in denied funds):
5.3.1 all rights granted to You under this EULA shall; and
5.3.2 all rights granted to KL under this EULA shall survive the termination and shall continue to beenforceable.
6.1 From time to time, KL may update the Web application, which may include updates to data sets built into the web application.
6.2 In order that You can receive any updates, You shall ensure that Your computer hardware has access to the Internet. KL will not deliver updates using any other methods other than via the Internet.
6.3 All updates will be delivered to You automatically upon their release. Where such an update requires the acceptance of a revised EULA, You will be required to agree to such EULA to use the update.
7 INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES, AND ACKNOWLEDGMENT, AND INDEMNITY
7.1 To the extent that You are a Consumer:
7.1.1 KL warrants for a period of 12 (twelve) months from purchase that the Web application provides the functionalities as advertised on its website and in any Product documentation (the “agreed upon functionalities”), when used on the recommended hardware configuration and when deployed in the manner provided by the Web application’sinstaller; and
7.1.2 non-substantial variation from the agreed upon functionalities will not establish any warranty rights; and
7.1.3 this warranty does not apply to the Web application when used in any trial mode (if provided) or to the extent thatthe Web application fails to perform because You are or have been in breach of this EULA.
7.1.4 To make a warranty claim, You must notify KL in writing within 1 (one) week of becoming aware of a breach ofwarranty. KL will then verify with You whether there is a defect in the Web application or advise otherwise. If there isa defect in the Web application, You may request either a refund or a replacement.
7.1.5 In the event that Your warranty details are substantiated, KL will meet Your request for replacement Web application or, unless it is not reasonable to do so, KL will provide You with a refund.
7.1.6 Please note that the provisions of Sections 12.1.1 and 12.1.2 shall apply to any damages claims that You make inrespect of Your use of the Web application. However, KL shall be liable for direct losses that are reasonably foreseeablein the event of a breach by KL of this agreement. For example, if a virus can be shown to have been introduced toYour systems specifically via the medium of KL web application. You must take all reasonable measures to avoid and reduce damages, in particular by making back-up copies of Your computer data.
7.2 The Web application is intended to assist You in the preparation of Probate Forms PA1p, PA1a, IHT 205, and IHT 217. It does not and cannot verify the accuracy or correctness (including continued correctness) of the materialentered by You and/or populated from a database stored within the Web application.
Whilst every reasonable effort has been made to ensure that the Forms are correct, it is Your responsibility to ensure thatYou are satisfied with them and that any forms produced on the basis of them accurately and completely reflects the true position. If You are in any doubt in relation to these matters, You must seek appropriate professional advice.
7.3 Where You have use of or access to feature or Product labeled, advertised or described as
‘beta’, You acknowledge that the performance or non-performance of such areas are neither expected nor guaranteed, nor are the accuracy or correctness of any output from such areas. You agree to use all such ‘beta’ areas at Your own risk.
8 DATA PROTECTION NOTICE
9.1. Disclaimer: THIS WEB APPLICATION IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OFTHE USE OF THIS WEB APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
10 TRIAL USERS
10.1 Where You are a Trial User and may not have specifically agreed to the Terms and Conditions of Sale, You also agreeto the following Sections of the Terms and Conditions of Sale: 8 (Use of Products); 9 (Support), 10 (Liability); 11(Contacting Us);12 (Data Protection); 13 (Circumstances Beyond Our Control); 14 (Governing Law); 15 (Arbitration/Mediation); 16 (Notices) and 17 (Final Provisions).
11.1 The Web application (including all printed materials and user documentation) is protected by
copyright and other intellectual property laws and treaties. KL owns the title, copyright and other intellectual property rights tothe Web application. The Web application is licensed to You, not sold.
11.2 YouCanDoProbate is a registered trademark of Kabing Ltd. Any other product names, marks, symbols, trade names,company names and/or logos that appear within this Web application and related materials are the property of their respectiveowners and should be treated as such and appear through courtesy of such owners.