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APEX SOFTWARE LIMITED
WEBSITE TERMS OF USE AND LEGAL RESTRICTIONS. ATTENTION: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEBSITE. USING THIS WEBSITE INDICATES THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS ("TERMS"), DO NOT USE THIS WEBSITE. |
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Use of Site
Apex Software Limited ("Apex") authorises you to view and download the materials at this website ("Site") only for your personal, non-commercial use, provided that you retain all copyright and other proprietary notices contained in the original materials on any copies of the materials. You may not modify the materials at this Site in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose. Any use of these materials on any other website or networked computer environment for any purpose is prohibited. The materials at this Site are copyrighted and any unauthorized use of any materials at this Site may violate copyright, trademark, and other laws. If you breach any of these Terms, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials.
Disclaimers
THE MATERIALS (INCLUDING ALL SOFTWARE) AND SERVICES AT THIS SITE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. Apex's obligations with respect to its products and services are governed solely by the agreements under which they are provided and nothing on this Site should be construed to alter such agreements. Apex further does not warrant the accuracy and completeness of the materials, software or services at this Site. Apex may make changes to the materials and services at this Site, or to the products and prices described in them, at any time without notice. The materials and services at this Site may be out of date, and Apex makes no commitment to update the materials and services at this Site. Information published at this Site may refer to products, programs or services that are not available in your country. Applicable law may not allow the exclusion of implied warranties, so this exclusion may not apply to you.
Limitation of Liability
IN NO EVENT WILL APEX, ITS SUPPLIERS, OR OTHER THIRD PARTIES MENTIONED AT THIS SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS SITE, ANY WEBSITES LINKED TO THIS SITE, OR THE MATERIALS OR INFORMATION OR SERVICES CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT APEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE MATERIALS, INFORMATION OR SERVICES FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
Use of Software
Any software that is made available to download from this Site is the copyrighted work of Apex and/or its suppliers. Use of the software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the software ("License Agreement"). You may not download or install any Software that is accompanied by or includes a License Agreement unless you have read and accepted the terms of the License Agreement. REPRODUCTION OR REDISTRIBUTION OF THE SOFTWARE IS PROHIBITED EXCEPT AS PROVIDED FOR IN THE APPLICABLE LICENSE AGREEMENT.
User Submissions
Apex does not want to receive confidential or proprietary information from you through this Site. Any material, information or other communication ("Communications") you transmit or post to this Site will be considered non-confidential and non-proprietary. Apex will have no obligations with respect to the Communications. Apex and its designees will be free to copy, disclose, distribute, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purposes. Personally identifiable information that you submit to Apex for the purpose of receiving products or services will be handled in accordance with the Apex Online Privacy Statement. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law.
Links to Third-Party Websites
Links on this Site to third-party websites are provided solely as a convenience to you. If you use these links, you will leave this Site. Apex has not reviewed all of these third-party sites and does not control and is not responsible for any of these sites or their content. Thus, Apex does not endorse or make any representations about them, or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to this Site, you do this entirely at your own risk.
Linking to this Site
You may create links to this Site from other sites, but only in accordance with the terms of the Guidelines for Linking to Apex's Websites and in compliance with all applicable laws.
| 1.0 | DEFINITIONS |
| 1.1 | "Apex" means Apex Software Limited. |
| 1.2 | "Customer" means the other party to this agreement. |
| 1.3 | "Products" means the goods or a service supplied by Apex to the Customer, but does not include Technical Support or Facilities Management Services for which separate Terms and Conditions exist. |
| 1.4 | "Third Party Software" means all software owned by or licensed to the Customer from a third party owner, which comprises part of the Products. |
| 2.0 | GENERAL |
| 2.1 | A contract in respect of Products between Apex and the Customer shall not exist until the Customer's order has been accepted by Apex in accordance with the terms and conditions herein. |
| 2.2 | The terms and conditions contained herein shall not be deemed to have been altered, modified or varied unless expressly agreed to in writing by an authorised representative of Apex. |
| 3.0 | DELIVERY |
| 3.1 | Delivery times quoted are estimates only and Apex shall not be liable under any circumstances for any delays howsoever caused. 3.3 Unless otherwise specifically agreed in writing all risk in the Products shall pass to the Customer or its appointed agent at time of delivery. |
| 3.2 | Apex will be responsible for reasonable delivery costs incurred within the mainland of the United Kingdom. |
| 3.3 | Non-delivery of Products must be notified by the Customer to Apex within seven days of the invoice date. |
| 4.0 | PAYMENT TERMS |
| 4.1 | In the event of Products being supplied by Apex to the Customer, invoices will be raised by Apex on the date of despatch to the customer or shortly thereafter. Unless otherwise agreed by Apex in writing, invoices will be payable by the Customer 14 days from the date of the invoice. |
| 4.2 | In the event of late payment Apex reserves the right to charge interest on overdue amounts at the interest rate of 4% above the prevailing base rate of Barclays Bank PLC. |
| 5.0 | CANCELLATION BY CUSTOMER |
| 5.1 | Any request made by the Customer for cancellation of any order will only be granted by Apex on the condition that the customer indemnifies Apex in respect of all costs and expenses incurred by Apex as a result of such cancellation. |
| 5.2 | In respect of Training Courses the following charges will be payable by the Customer to Apex in the event of cancellation of a course. More than 14 days 0% of Course Cost, Between 8 and 14 days (inclusive) 50% of Course Cost, Less than 8 days 100% of Course Cost. |
| 6.0 | PRICES |
| 6.1 | Any price list, catalogue, advertising material or similar materials issued by Apex are intended as an indication as to the price of a range of Products and Service and information contained therein shall not be binding on Apex. |
| 6.2 | All prices given by Apex at time of ordering are exclusive of Value Added Tax and Handling Charges for which the Customer is liable. |
| 6.3 | Apex reserves the right to amend the prices of its Products and Services, except where a formal written quotation has been provided for Products and/or Services. |
| 7.0 | TITLE AND RISK |
| 7.1 | Not withstanding delivery and passing risk, the property in the Products shall not pass to the Customer until Apex has received in full monies owed by the Customer under this or any other contract. |
| 7.2 | Until such time as the property in the Products passes to the Customer, the Customer shall hold the Products as Apex's fiduciary agent and shall keep the Products properly stored, protected and insured and identified as Apex's property and bear the costs thereof. In the event of termination of this agreement by reason of non-payment by the Customer of amounts due under this or any other contract, Apex shall be entitled at any time to require the Customer to deliver up the Products to Apex and, if the Customer fails to do, to enter any premises of the Customer for the purpose of repossessing the products. |
| 7.3 | You may not rent, lease, sublicense, lend, or sell the Software or Documentation. It may however be distributed within your organisation freely. |
| 8.0 | WARRANTIES, LIMITATION OF LIABILITY |
| 8.1 | Apex warrants to you that the Software will perform substantially in accordance with the Documentation for the ninety- (90) day period following your receipt of the Software. If the Software does not perform substantially in accordance with the Documentation, the entire and exclusive liability and remedy shall be limited to modification of the software to operate in a manner defined by the documentation in a manner defined by the documentation |
| 8.2 | Apex and its suppliers do not and cannot warrant the performance or results you may obtain by using the software or documentation. The foregoing states the sole and exclusive remedies for Apex's or its suppliers' breach of warranty. Except for the foregoing limited warranty, Apex and its suppliers make no warranties, express or implied, as to non-infringement of third party rights, merchantability, or fitness for any particular purpose. In no event will Apex or its suppliers be liable to you for any consequential, incidental or special damages, including any lost profits or lost savings, even if an Apex representative has been advised of the possibility of such damages, or for any claim by any third party. |
| 8.3 | Apex's warranty applies only to the original product as shipped. Apex cannot and does not offer any warranty on the software once modifications have been made to the software. |
| 8.4 | Apex and the Customer shall be excused from failures or delivery of performance hereunder if such failure or delay is attributable to causes beyond their control which make delivery of Products or Services commercially impractical. |
| 9.0 | PROPRIETARY RIGHTS |
| 9.1 | The Customer hereby acknowledges that any proprietary rights in any Third Party Software supplied hereunder including but not limited to any title or ownership rights, patent rights, copyrights and trade secrets, shall at all times and for all purposes vest and remain vested in the Third Party Software owner. |
| 9.2 | Apex will retain copyright on all software developed for the Customer by Apex, course notes, exercises, documentation or any other materials supplied to the Customer as part of a Training Course and none of these materials shall be copied or reproduced without prior written consent of Apex. |
| 10.0 | TERMINATION |
| 10.1 | This Agreement may be terminated after giving notice in writing : (i) By Apex if the Customer fails to pay any amounts within the due dates. (ii) If either party fails to perform any of its obligations under this agreement. (iii) If either party ceases trading or becomes insolvent or has a winding-up resolution or order passed or has a liquidator, receiver, administrator or any other agent appointed over all or part of its assets or enters into any arrangements with its creditors |
| 11.0 | INDEPENDENT CONTRACTOR |
| 11.1 | The relationship between Apex and the Customer is that of independent contractor. Neither party has any authority to make any contract or obligation in the name of the other party, either expressly or implied without the parties written consent. |
| 12.0 | WAIVER |
| 12.1 | The failure of either party to enforce or to exercise, at any time or for any period any term of or any right arising pursuant to this Agreement does not constitute, and shall not be constructed as, a waiver of such term or right and shall no way affect the party's later right to enforce or exercise it. |
| 13.0 | LEGAL PROVISION |
| 13.1 | The construction, validity and performance of this Agreement is governed by the law of England and the parties submit to the jurisdiction of the English court |