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Software Download Terms and Conditions

Software download terms and conditions

1.       Introduction

1.1    These terms and conditions shall govern the sale and supply of downloadable software programs through our website, and the use of those software programs.

1.2    You will be asked to give your express agreement to these terms and conditions before you place an order on our website.

1.3    We operate as a service provider to business and all sales of software are for supply to businesses rather than consumers.

2.       Interpretation

2.1    In these terms and conditions:

(a)    “we” means S I Sound and Light T/A Lighting Control (and “us and “our” should be construed accordingly);

(b)    “you” means our customer or prospective customer under these terms and conditions (and “your” should be construed accordingly);

(c)    “software programs” means those software programs that are available for purchase on our website; and

(d)    “your software programs” means any such software programs that you have purchased through our website (including any enhanced or upgraded version of the software programs that we may make available to you from time to time).

3.       Order process

3.1    The advertising of software programs on our website constitutes an “invitation to treat” rather than a contractual offer.

3.2    No contract will come into force between you and us unless and until we accept your order in accordance with the procedure set out in this Section 3.

3.3    To enter into a contract through our website to purchase licences for our software programs, the following steps must be taken: you must add the software programs you wish to purchase to your shopping cart, and then proceed to the checkout; if you are a new customer, you must then create an account with us and log in; if you are an existing customer, you must enter your login details; once you are logged in, you must consent to the terms of this document; you will be transferred to our payment service provider’s website, and our payment service provider will handle your payment; we will then send you an initial acknowledgement; and we will either send you an order confirmation (at which point your order will become a binding contract) or we will confirm by email that we are unable to meet your order.

3.4    You will have the opportunity to identify and correct input errors prior to making your order by revieing your cart prior to checkout.

4.       Prices

4.1    Our prices are quoted on our website.

4.2    We will from time to time change the prices quoted on our website, but this will not affect contracts that have previously come into force.

4.3    All amounts stated in these terms and conditions or on our website are stated inclusive of VAT.

5.       Payments

5.1    You must, during the checkout process, pay the prices of the software programs you order.

5.2    Payments may be made using our payment provider Stripe.

6.       Licensing of software

6.1    We will supply your software programs to you in the format or formats specified on our website, and by such means and within such periods as are specified on our website.

6.2    Subject to your payment of the applicable price and compliance with these terms and conditions, we grant to you a licence to make any use of your software programs permitted by Section 6.3, providing that you must not in any circumstances make any use of your software programs that is prohibited by Section 6.4.

6.3    The “permitted uses” of your software programs are:

(a)    downloading a copy of each of your software programs;

(b)    installing a copy of each of your software programs on a single piece of hardware dependent on licence type;

(c)    creating back-up copies of each of your software programs; and

(d)    using your software programs in accordance with the documentation incorporated into the downloads.

6.4    The “prohibited uses” of your software programs are:

(a)    the publication, sale, licensing, sub-licensing, renting, transferring, transmission, broadcasting, distribution or redistribution of any software program (or part thereof) in any format;

(b)    the editing, modification, adaptation or alteration of any software program (or part thereof), and the creation of any derivative work incorporating any software program (or part thereof);

(c)    the use of any software program (or part thereof) in any way that is unlawful or in breach of any person’s legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable;

(d)    the use of any software program (or part thereof) to compete with us, whether directly or indirectly;

(f)    the reverse engineering, decompilation or disassembly of any software program (or part thereof); and

(g)    the circumvention or removal of, or any attempt to circumvent or remove, the technological measures applied to any software program for the purpose of preventing unauthorised use,

        providing that nothing in this Section 6.4 will prohibit or restrict you or any other person from doing any act expressly permitted by applicable law.

6.5    All intellectual property rights and other rights in the software programs not expressly granted by these terms and conditions are hereby reserved.

6.6    You must retain, and must not delete, obscure or remove, copyright notices and other proprietary notices on or in any software program.

6.7    The rights granted to you in these terms and conditions are personal to you, and you must not permit any third party to exercise these rights.

6.8    If you breach any provision of these terms and conditions, then the licence set out in this Section 6 will be automatically terminated upon such breach.

7.       Additional users

7.1    If you are a business, then your employees may use the software in accordance with Section 6, provided that you must ensure that any person using the downloads in accordance with this Section 7.1 is made aware of and complies with the requirements of Section 6

8.       Free trial

8.1    From time to time we may make available software programs on a free trial basis, and this Section 8 shall apply to such software programs.

8.2    Your rights to use of free trial software programs shall be restricted in such manner and/or to such period as we may specify when you download the software programs, and we may apply technological protection measures to the software programs to enforce these restrictions.

8.3    We may restrict your licence to use any free trial software program at any time, by giving you written notice of the restriction or activating the restriction in the relevant software program.

8.4    We may terminate your licence to use any free trial software program at any time, by giving you written notice of termination or deactivating the relevant software program.

8.4    To acquire a Demo Licence the ordering process described in 3 must be completed although the value of the order may be reduced , in some cases to zero.

9.       Software Downloaded via a 3rd party download or API

9.1    Software installed onto your system via a 3rd party site is subject to the same limitations and licencing as software downloaded from our website.

9.2    This software will not be limited in functionality until such time as a valid licence has been purchased and applied.

9.3    The act of installing this software on your device by adding from a list of 3rd party drivers  

10.    Warranties and representations

10.1  You warrant and represent to us that:

(a)    you are legally capable of entering into binding contracts;

(b)    you have full authority, power and capacity to agree to these terms and conditions; and

(c)    all the information that you provide to us in connection with your order is true, accurate, complete, current and non-misleading.

10.2  We warrant to you that your software programs will be supplied to you with reasonable care and skill.

10.3  All of our warranties and representations relating to software programs are set out in these terms and conditions. To the maximum extent permitted by applicable law and subject to Section 11.1, all other warranties and representations are expressly excluded.

11.    Limitations and exclusions of liability

11.1  Nothing in these terms and conditions will:

(a)    limit or exclude any liability for death or personal injury resulting from negligence;

(b)    limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)    limit any liabilities in any way that is not permitted under applicable law; or

(d)    exclude any liabilities that may not be excluded under applicable law,

        and, if you are a consumer, your statutory rights will not be excluded or limited by these terms and conditions, except to the extent permitted by law.

11.2  The limitations and exclusions of liability set out in this Section 11 and elsewhere in these terms and conditions:

(a)    are subject to Section 11.1; and

(b)    govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.

11.3  We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

11.4  We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

11.5  We will not be liable to you in respect of any loss or corruption of any data, database or software.

11.6  We will not be liable to you in respect of any special, indirect or consequential loss or damage.

11.7  You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

11.8  We will endeavour, through best efforts, to maintain the software programs functionality as detailed in in the software datasheet and any bug fixes will be provided where the software falls short of reasonable acceptance tests.

11.9  Where software is providing control of 3rd party devices or reliant on 3rd party Operating systems no warranty is provided with respect to the reliability of the controlled device or changes to device protocol or indeed that of the operating system.

11.10 The costs of uninstalling and reinstalling software and all commissioning, setup and testing resulting from a bug fix or free of charge upgrade are not included in the software cost.

11.11 Software products may be offered as products which offer extended functionality for the same device or function in the future. These may be separate , Purchasable products.

11.12 For the avoidance of doubt, no warranty whatsoever is given in respect of unlicenced software installed on a computer or processor.

12.    Variation

12.1  We may revise these terms and conditions from time to time by publishing a new version on our website.

12.2  A revision of these terms and conditions will apply to contracts entered into at any time following the time of the revision, but will not affect contracts made before the time of the revision.

13.    Assignment

13.1  You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions[ – providing, if you are a consumer, that such action does not serve to reduce the guarantees benefiting you under these terms and conditions].

13.2  You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

14.    No waivers

14.1  No breach of any provision of a contract under these terms and conditions will be waived except with the express written consent of the party not in breach.

14.2  No waiver of any breach of any provision of a contract under these terms and conditions shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of that contract.

15.    Severability

15.1  If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

15.2  If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

16.    Third party rights

16.1  A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

16.2  The exercise of the parties’ rights under a contract under these terms and conditions is not subject to the consent of any third party.

17.    Entire agreement

17.1  Subject to Section 11.1, these terms and conditions shall constitute the entire agreement between you and us in relation to the sale and purchase of our downloads and the use of those downloads, and shall supersede all previous agreements between you and us in relation to the sale and purchase of our downloads and the use of those downloads.

18.    Law and jurisdiction

18.1  These terms and conditions shall be governed by and construed in accordance with Scot’s law.

18.2  Any disputes relating to these terms and conditions shall be subject to the jurisdiction of the courts of Scotland.

19.    Statutory and regulatory disclosures

19.1  We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference.

19.2  These terms and conditions are available in [the English language only].

19.3  Our VAT number is 783466415.

20.    Our details

20.1  This website is owned and operated by SI Sound and Light Ltd T/A Lighting Control.

20.2  We are registered in Scotland under registration number 223987, and our registered office is at 4 Lothian Bank Eskbank , Midlothian, EH22 3AN.

20.3  Our principal place of business is at 4 Lothian Bank Eskbank , Midlothian, EH22 3AN.

20.4  You can contact us:

(a)    by post, using the postal address [given above];

(b)    using our website contact form;

(c)    by telephone, on  ‪+44 131 376 0055‬ or

(d)    by email, using support@lightingcontrol.co.uk

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