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Apollo Accounts - MTD for Excel

Terms & Conditions

Please read these terms and conditions carefully. They constitute the agreement between us and set out our mutual legal rights and obligations relating to the use of our Apollo.Accounts MTD for Excel software ("the software").
By using the software you are agreeing to these terms and conditions.
These terms may be amended from time to time and any amendments will be notified to you at least 30 days in advance. The amended terms will constitute the continuing agreement between us.

1. Definitions
   In these terms and conditions:
   • "We" and "Our" means Commander Software Ltd, Registered in England No. 01448836 whose registered office is at Jubilee House, The Oaks, Ruislip HA4 7LF England.
   • "You" means the person, either natural or legal, who has paid the appropriate charges and is using the software and specifically excludes any subsidiary or holding company or any company or legal entity within any group or similar arrangement.
   • "Terms" means these terms and conditions.
   • "Start date" means the date specifically agreed between you and us or the date you commence using the software, whichever is the earliest.
   • "Software" means the computer program developed by us known as "Apollo Accounts - MTD for Excel" together with any operating instructions either printed or digitally based.
   • "Designated purpose" means the general description, as updated from time to time, displayed on the web site of Commander Software Ltd.
2. Agreement and Term
   This agreement will, unless otherwise agreed, commence on the start date and continue until terminated in accordance with clause 6.
3. Software
   We grant to you the right to the use of the software subject to the following conditions:
   • The appropriate charges have been paid;
   • The right to use is non exclusive;
   • The right to use is not transferable;
   • The right to use does not carry any right by you to grant any form of sub rights, sub agreements or licence;
   • You do not use the software for unlawful purposes or in any way likely to be considered grossly offensive or indecent, or is defamatory, obscene, threatening or racially or ethnically offensive;
   • The software is not used in conjunction with other software which is used in any way unlawfully.
4. Our obligations
   We undertake:
   • To provide to you the software which to the best of our belief performs in accordance with its designated purpose;
   • To provide, from time to time, without obligation, and with or without charge, upgrades to the software to perform its designated purposes:
     • More efficiently; or
     • To include new legal or operational requirements; or
     • To incorporate advances in technology.
   • Subject to d. below, to respond to and correct any incorrect operation of the software;
   • We will use our best endeavours to rectify any incorrect operation of the software and would expect that minor operational issues to be fixed within seven days. Major matters may take longer and we give no undertaking as to the maximum time the corrections may take. In such circumstances we undertake to keep all authorised users of the software fully advised of the position.
5. Your obligations
   
   • Except as otherwise agreed between us in writing you shall not:
     • Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit all or any of the software and or documentation in any form or media or by any other means;
     • Attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of the software;
     • Sell, lease, rent, licence, transfer or assign the software to any third party or assist any third party in any way to access the software;
     • Assign, transfer, subcontract or in any way legally encumber any of the rights or obligations under this agreement
   • Except as expressly provided in this agreement, in using the software you agree:
     • That you assume full responsibility for results obtained from the use of the software;
     • To use all reasonable endeavours to prevent any unauthorised access to, or use of, the software;
     • To advise us immediately you become aware of any actual or attempted unauthorised access to the software or any breaches of this agreement;
     • To ensure that the software is used in accordance with all instructions for use issued by us;
     • To the extent that the software is used in conjunction with other third party software, you will obtain all necessary licences, consents and permissions necessary regarding the third party software for the correct performance of the software;
     • You will keep us indemnified against all liabilities, damages, losses and costs arising as a result of any breach by you of any of the obligations in this agreement or by any breach in the use or licencing of any third party software used in conjunction with the software and you will notify us immediately on becoming aware of any such breach;
6. Termination
   Either party may terminate this agreement by giving 30 days notice to the other.
   If, in the event that you terminate the agreement, there is more than 30 days of prepaid unexpired charges held by us, we may, at our entire discretion, refund some or all of the unexpired amount.
   If we terminate the agreement all outstanding amounts due to us for services under this agreement or otherwise will become payable immediately.
7. Data protection
   For the purposes of the Data Protection Legislation it is agreed between you and us that:
   • Both parties will comply with the applicable requirements under the Data Protection Legislation;
   • The licence by us to you and the use by you of the software does not confer on us the status of either a data controller or data processor;
8. Force majeure
   If an event deemed to be a Force Majeure Event causes the delay or failure of the performance of the obligations of either party under this agreement then those obligations will be suspended during the occurrence of the Event.
   On the occurrence of such an event the affected party will, without delay, inform the other party of the occurrence and the likely effects on the operation of the agreement.
9. General
   • This agreement constitutes the entire agreement between you and us to the exclusion of all previous discussions, correspondence, specifications, orders, notes or similar.
   • No failure or delay by either you or us to exercise any rights under this agreement or by law shall constitute a waiver of that or any other right or restrict the further exercise of that or any other rights.
   • This agreement is governed by the laws of England Wales and the courts of England and Wales will have exclusive jurisdiction to adjudicate any dispute arising from this agreement.
   • If a clause in this agreement is determined by a court or other equivalent body to be unlawful or unenforceable then the remaining clauses will remain in effect.
   • This agreement may be amended only by the written approval of both parties duly signed by a director, principal, partner or other equivalent person of authority.
   • Nothing in this agreement will constitute any form of partnership, agency or form of employment contract between the parties.
   • This agreement does not confer any rights on any person other than the parties to this agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
   • Excel is a Registered Trademark of the Microsoft Corporation.

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Jubilee House, The Oaks, Ruislip, Middlesex, HA4 7LF | 01895 632000