Apsis One-Share™ software licence “the small-print”
The following terms and conditions are supplementary to the standard Terms and Conditions for Apsis Software, which remain applicable, without deviation and or omission to the purchasing, sale or transfer of any and all One-Share™ licences. These terms and conditions must be read in full and understood by the user who must agree and accept these terms and conditions, prior to installing or using the goods or services provided by Apsis.
1. One-Share™ Registration1.1 Each One-Share™ licence entitles one registered user, the “licence purchaser” to be allocated to each One-Share™ licence.
1.2 All licences or blocks of licences purchased must have a named person responsible for agreeing and administering the terms and conditions attached to the purchase agreement. The named person will also be solely responsible for the sale, transfer or distribution to the company workers or third-party users, for every licence purchased. In the case of the business the named person must be an officer of the company.
2. One-Share™ Activation2.1 The target activation completion period to set up the account information is expected to be within 5 working days from receipt of full payment due for the One-Share™ licence(s). During certain periods i.e. holidays; this period may require to be extended without any further notification to the purchaser.
2.2 No rights are provided to the purchaser whatsoever, or are due to any party or third party to raise a claim for recovery of any loss and or expense as a direct result of extending the activation period.
2.3 Activating single user accounts or grouping blocks of licence into a single account must be notified at the point of purchase for active licence(s).
2.4 Activation of un-registered licence will be carried out upon completion of the activation notification request.
3. Sale and Transfer of One-Share™ Licences3.1 The initial purchase price paid entitles the licence purchaser to sell or transfer any or all unregistered licences within the licence activation period, as part of the all One-Share™ package.
3.2 If the licence is registered to the initial customers email address and wishes to register and active licence to a new user, then and administration cost will be incurred for this service. To avoid additional administration charges the customer must notify Apsis, at the point of purchase clearly identified that it being purchase un-registered licence is being purchase for future sale or transfer. Each new unregister licence include the administration fee for to one transfer will be lifetime of the licence. No liability will be accepted by apsis for errors and or omissions at the point of purchase by the customer,
3.3 Apsis has the right to refuse transfer to any individual or organisations who conflicts with any Apsis policy or procedure, working standard or are deemed to be unfit to promote the ethos, ethics or may have detrimentally impact apsis brand or market perception. In addition, any action that may breach apsis terms and condition or breach legal guidelines then access will automatically be restricted, resulting in no access to any stored data, without conveying any rights of refund or cost associate with our decision to the purchase or any third party. Apsis has the sole and incontestable right to restrict access for any deemed breach without any liability for loss and or expense to any party.
3.4 Any licences sold or transferred by the licence purchaser will place no additional obligations or convey any additional right to any persons, worker or third party on Apsis.
4. Cancellation Period4.1 Each purchaser has a fourteen (14) days period to cancel the licence agreement(s), as long as no licence(s) has been activated. Activation of the any licence purchased in a block of licences is deemed to activate all licences purchased on each transaction for the purpose of the cancellation period. This is not intended to affect the purchaser’s statutory rights nor does it impact on the purchase of un-registered licences, following the 14-day cancellation period.
5. One-Share™ Licence Expiration5.1 All un-registered One-Share™ licences will expire on the 3 year anniversary of the date of purchase, without any right of refund or claim for loss and /or expense by purchaser or any other third party. No notification will be issued by Apsis detailing the expiry date or activity status of any licence purchased or assigned to a third party.
6. Apsis brand Promotion6.1 It is an express obligation of the One-Share™ licence purchaser to positively promote the Apsis organisation, brand and all associated products at all times, to their best endeavours.
6.2 The licence purchaser will not enter into any contract or agreement that will have a detrimental affect or that materially impacts Apsis rights or business activity. If the licence purchaser fails to comply with this obligation it will be deemed a material breach to the One-Share™ licence terms and conditions and will result in the automatic termination of all licences purchased.
6.3 The licence purchaser will have no right or entitlement to recover any loss and or expense, resulting from this termination. The licence purchaser will fully reimburse Apsis for any and all costs, loss and or expenses resulting from the impact of any material breach directly or indirectly incurred as a result of a sale or transfer of any one share licence purchase.
7. One-Share™ Rebate7.1 The One-Share™ rebate is directly linked with the Apsis Business Components Ltd (the Company) annual share dividend payment. The rebate is calculated as 1% of the gross dividend payment and no allowance or deduction is made by Apsis resulting in the recipient of the rebate being full liable for any and all applicable taxes.
7.2 The rebate calculation period is based on the company’s financial reporting period.
7.3 The Rebate is payable 30 days after share dividend payments are issued by the Company.
7.4 No rebate will be due in the event of no share dividends being issued by the Company.
7.5 The total rebate fund will then be divided equally between all users who have met the activity requirement criteria within that prescribed rebate period.
7.6 The rebate is only payable to licences that are actively engaged within the Apsis community by uploading live data and accessing account data each month during the rebate period. Any failure to meet this obligation by the licence purchaser, or any licences assigned by the purchaser to a work or third party user, will automatically terminate the right to a rebate payment for that associated rebate period, and will have no right or entitlement of any loss and or expense.
7.7 The Rebate will be paid into the bank account details provided at the initial point of purchase by the customer of the One-Share™ licence(s).
7.8 If a company purchase multiple licences for use by their workers or assigned third-party users, then the rebate will be calculated and paid based on each user meeting the defined monthly activity criteria requirements, within the prescribed rebate period. Any payment will be calculated based on the proportion of active user only and the rebate will be paid to the purchasing organisation and not the individual, to the bank account provide at time of purchase of the One-Share™ licence(s).
7.9 Transferred licences are not entitled or eligible for any rebate payments and will be excluded from participating or receiving any rebate payment.
8. Date Usage and Storage8.1 Apsis shall have the right to increase prices for data usage, data storage and processing speed from time to time upon written notice to each One-Share ™ subscriber not less than thirty (30) days prior to the effective date of such increase.
9. Apsis Product Development9.1 Development of the Apsis software product is a key focus aimed at increasing system functionality and capabilities. All Apsis One-Share™ users are classified as influencers and there is an obligation and a duty on all One-Share™ users under the terms of the purchase to notify any anomalies, impacts or development bugs as soon as they are identified to allow development updates and fixes to be issued. No rights are provided to the purchaser or due to any party or third party to raise a claim for recovery of any loss and or expense as a direct result of development bugs, outages or data anomalies thought the development period.
10. Intellectual Property10.1 Apsis, the Apsis logo, One-Share, the One-Share logo and other Apsis trademarks, service marks, graphics and logos used in connection with the One-Share licence are trademarks or registered trademarks and are solely the property of the Company. You are granted no right or licence with respect to any of the aforesaid trademarks.
11. Amendments and Updates11.1 Apsis have the right to amend their terms and condition at any time and any unregistered licences are required to accept in full any and all amendment as a condition of any One-Share™ transfer.
11.2 Amended and updated terms and conditions must be accepted in full by all Apsis users to enable the activation of any / all future development releases or product updates, without any claim of loss and or expense prior to installation.
12. Limitation and exclusions of Liability12.1 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.
12.2 The limitations and exclusions of liability set out in this clause 12 and elsewhere in these terms and conditions:
(a) are subject to clause12.1; 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 delict (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.
12.3 No claim can be made by the purchaser or any Apsis user as a direct consequence associated with the lack of knowledge or understanding of the rights and obligations placed upon them.
12.4 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
12.5 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.
12.6 We will not be liable to you in respect of any loss or corruption of any data, database or software.
12.7 We will not be liable to you in respect of any special, indirect or consequential loss or damage.
12.8 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).
13. Entire agreement13.1 Subject to clause 12.1, these terms and conditions shall constitute the entire agreement between you and us in relation to the One-Share™ licence, and shall supersede all previous agreements between you and us in relation to the One-Share™ licence.
14. Governing Law and Jurisdiction14.1 These terms and conditions shall be governed by and construed in accordance with the law of Scotland.
14.2 The courts of Scotland shall have non-exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and accordingly any Proceedings may be brought in such courts.