The software licence agreement supplied with the current version of WPS can be read below. A copy of the licence agreement is also available to downloaded at the foot of this page.
These terms, together with any Purchase Documents (defined below), (together, the Agreement) constitute a legal agreement between you (Licensee or you) and World Programming Limited of Osprey House, Budds Lane, Romsey, Hampshire SO51 0HA, United Kingdom (Licensor or we) for Licensor's computer software known as the World Programming System (WPS), together with any Updates, Upgrades, Standard or Premium Technical Support Services and Operating Documents (all defined below) for that software (the Software).
We do not sell the Software to you. We remain the owner of the Software at all times.
BY INSTALLING OR USING THE SOFTWARE YOU AGREE TO THE TERMS OF THIS AGREEMENT.
IF YOU ARE A BUSINESS USER, THIS AGREEMENT WILL BIND YOU AND YOUR EMPLOYEES, AGENTS, MEMBERS, CONTRACTORS AND CONSULTANTS ACTING ON YOUR BEHALF. YOU REPRESENT THAT THE PERSON ACCEPTING THESE TERMS IS AUTHORISED TO ENTER INTO THIS AGREEMENT ON YOUR BEHALF.
YOUR ATTENTION IS DRAWN TO THE LIMITATIONS ON LIABILITY BELOW.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT USE THE SOFTWARE AND MUST DELETE ANY AND ALL INSTALLATIONS AND COPIES OF THE SOFTWARE.
IF YOU HAVE ENTERED INTO AN AGREEMENT WITH SOMEONE OTHER THAN US FOR YOUR USE OF THE SOFTWARE (A RESELLER OF THE SOFTWARE), THESE TERMS WILL BE DEEMED TO APPLY IN THEIR ENTIRETY BETWEEN US AND YOU SAVE THAT ANY PAYMENT OF THE RELEVANT FEES (AS DEFINED BELOW) SHALL BE OWED TO THE RESELLER RATHER THAN TO US.
YOU SHOULD PRINT A COPY OF THIS DOCUMENT FOR FUTURE REFERENCE.
SECTIONS 6.4, 6.5, 7.3, AND 7.4 REPRESENT ESSENTIAL OBLIGATIONS, WITHOUT WHICH THE LICENSOR WILL NOT ENTER INTO THIS AGREEMENT.
Academic means a Person who is an accredited student or member of academic staff of an Academic Institution.
Academic Institution means a recognised not-for-profit academic or educational institution.
Additional Licence means any licence or entitlement to use the Software in addition to the licence(s) and entitlement set out in your Purchase Documents from time to time.
Additional Licence Fees means the fees payable in respect of any Additional Licence(s) requested pursuant to the terms of this Agreement and calculated according to the Licence Edition(s) requested. The Additional Licence Fees will be pro-rated from the first day of the calendar month specified in your Purchase Documents to the end of the Licence Period in which the Additional Licence is requested.
Application means a software program developed by you or for you or that you have the right to use and that makes use of the Software. An Application must have significantly different functionality from the Software.
Bureau Provider Use means use of the Software by you for processing third party data provided to you by or on behalf of that third party, either for your own business purposes or those of the third party who engages you to provide this service.
Business User means an incorporated or unincorporated company, partnership, charity, not-for-profit organisation, governmental department, governmental or regulatory or other body or Person which/who uses the Software for the purposes of their trade, business, craft or profession.
Consultancy Provider Use means use of the Software for your provision of professional services to a third party, including, but not limited to, the development and testing of computer programs, problem diagnosis, demonstration, feasibility or proof of concept work but not including the processing of that third party's data for their or your business purposes.
Consumer means a Person who uses the Software other than for the purposes of their trade, business, craft or profession. An Academic (defined above) can be a Consumer.
Demonstration Use means using the Software solely for the purpose of demonstrating it to a third party in order for that third party to evaluate the Software for use in the course of its trade, business, profession or craft or, if the third party is a Consumer, for their personal purposes. The Software may only for used for such demonstration purposes and the output generated by the Software may under no circumstances be used for any other commercial purposes.
Development and Testing Use means use of the Software to test, benchmark, create or modify computer programs or to verify the operation of such programs.
Disaster Recovery Use means use of the Software in a disaster recovery environment in the event that your production environment is unavailable until such time as your production environment is restored and for reasonable periodic testing of that disaster recovery environment.
Evaluation Use means evaluating the Software for use in the course of your trade, business, profession or craft if you are a Business User, or for your personal purposes if you are a Consumer. The Software's output and/or results may under no circumstances be used for commercial purposes.
Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
Licence Edition means the edition(s) of licence you have purchased as specified in your Purchase Documents, each edition purchased constituting a separate Licence.
Licence Fees means the fees specified in your Purchase Documents.
Licence Key means a computer file provided to you by us (either directly or through an authorised partner) that enables operation of the Software.
Licence Period means:
|1||in respect of a Standard Edition Licence, Application Provider Edition Licence or Disaster Recovery Edition Licence (each as defined below), the 12-month period (or other period specified in your Purchase Documents) commencing at 00:00 local time on the first day of the calendar month specified in your Purchase Documents or the most recent anniversary thereof, whichever is the later;|
|2||in respect of an Express Edition Licence, the 12-month period commencing at 00:00 on the first day of the year specified in your Purchase Documents or the most recent anniversary thereof, whichever is the later;|
|3||in respect of an Evaluation Edition Licence, the 30 calendar day period commencing at 00:00 local time on the date specified in your Purchase Documents (or other period if specified in your Purchase Documents);|
|4||in respect of an Academic Edition Licence, the 12-month period (or other period if specified in your Purchase Documents) commencing at 00:00 local time on the first day of the calendar month of September immediately preceding the date specified in your Purchase Documents or the most recent anniversary thereof, whichever is the later.|
Operating Documents means all websites, manuals, documents, help systems, data, templates, examples and other information provided to you in any form relating to the Software.
Operating System means the computer operating system on which you may install the Software, as specified in your Purchase Documents.
Person means a human being.
Platform Type(s) means the platform(s) specified in your Purchase Documents.
Premium Technical Support Service means the Licensor's premium technical response service as set out in the "Technical Support Services Schedule".
Production Use means any use of the Software in your production environment for the purposes of processing live or historic data.
Purchase Documents means the electronic and/or printed documents you receive from us in connection with this Agreement, including, but not limited to, order confirmations, purchase orders, pro-forma invoices, work orders and statements of work.
Remote Desktop Access means the use of the Software via remote desktop software by a Person to access a desktop login session on a networked Server or Workstation from the Person's local computer.
Renewal Licence Fees means the fees payable in respect of the renewal of your Licence as set out in your Purchase Documents payable by you.
Server means a physical or virtual computer system, including, but not limited to, mainframe computers, that may enable the Software to make data or network services available to other users or computers, or may allow the Software to be used directly or indirectly by multiple users concurrently, and may be located anywhere, including, but not limited to, a data centre, server room or server cabinet.
Standard Technical Support Services means our standard technical response service as set out in the "Technical Support Services Schedule".
Technical Support Services Schedule means the schedule to this Agreement entitled "Technical Support Services Schedule", as amended from time to time.
Update means a new version of the Software that provides minor fixes and/or additional features.
Upgrade means a new version of the Software that provides significant fixes and/or additional features.
Virtual Desktop Infrastructure or VDI means use of the Software within a configuration of computers using server computers to provide independent virtualised desktop login sessions (each constituting a Desktop) to Persons working for you or on your behalf via thin client hardware or software.
Workstation means a personal computer, workstation, desktop, laptop, notebook, netbook, tablet or smartphone that has a physical screen connected to it, and that is not located within a data centre, server room, server rack, or otherwise located in any situation in which it is not attended by a Person.
|2.1||Subject to and conditional upon your compliance with the terms of this Agreement, we grant to you a non-exclusive, non-transferable, limited, licence to use the Software for your own personal purposes (if you are a Consumer), or your normal internal business purposes (if you are a Business User), during the Licence Period.|
|2.2||We shall provide you with a Licence Key upon your payment of the Licence Fees.The Licence Key is confidential and solely for your use; it may not be shared or transferred. If we provide a Licence Key to you prior to your payment of the Licence Fees or any Renewal Licence Fees or Additional Licence Fees (the Fees), this shall not constitute a waiver of your obligation to pay. Any use that you make of the Software prior to payment of any Fees will be on a temporary basis only. We shall be entitled to terminate such use without notice. Upon any such termination, you shall permanently delete any copies you have made of the Software in respect of the Licence for which you have failed to pay the Fees.|
|2.3||If you wish to acquire an Additional Licence, you shall notify us of the Licence Edition(s) you require and pay us the Additional Licence Fees. Any Additional Licence(s) shall expire at the end of the Licence Period in which it is acquired.|
|2.4||If you wish to renew your Licence(s) (including any Additional Licence(s)) at the end of any Licence Period for an additional twelve (12) month period, you shall provide us with:|
|2.5||You acknowledge that the Software is activated by a Licence Key that shall also disable the Software at the end of each Licence Period. Upon receipt of any Renewal Licence Fees we shall provide you with a replacement Licence Key which you must use only in accordance with our instructions.|
|2.6||We shall obtain all necessary export licenses in respect of the Software. You shall be responsible for obtaining all necessary licenses and/or permissions to import the Software.|
|3.1||During the Licence Period you may, in accordance with and subject to your compliance with the terms set out below:|
|3.2||You are entitled to:|
|3.3||Except as expressly set out in this Agreement, you undertake:|
|3.4||Upon your written request specifying the purpose for which the information is required, we will provide all information that is necessary to achieve interoperability between the Software and another software program to the extent required by applicable law. As such, you warrant and agree not to disassemble, reverse engineer or decompile the Software for any purpose. You agree not to disclose or communicate any such information received from us to any third party without the Licensor's prior written consent, to use it only for the purposes of achieving interoperability of the Software with another software program including, without limitation, not to use it to create any software that is identical or similar to the Software.|
|4.1||Standard Edition Licence|
|A Standard Edition Licence entitles you to use the Software solely for Development and Testing Use, Production Use, Consultancy Provider Use and Bureau Provider Use.|
|4.2||Express Edition Licence|
|An Express Edition Licence entitles you to use the Software solely for learning how to use the Software, for Development and Testing Use and for Evaluation Use.|
|4.3||Disaster Recovery Edition Licence|
|A Disaster Recovery Edition Licence entitles you to use the Software solely for Disaster Recovery Use.|
|4.4||Evaluation Edition Licence|
|An Evaluation Edition Licence entitles you to use the Software solely for Evaluation Use.|
|4.5||Demonstration Edition Licence|
|A Demonstration Edition Licence entitles you to use the Software solely for Demonstration Use.|
|4.6||Development Edition Licence|
|A Development Edition Licence entitles you to use the Software solely for Development and Testing Use.|
|4.7||Academic Edition Licence|
|An Academic Edition Licence is exclusively available to Academic Institutions and Academics.|
|If you are an Academic Institution, you may use, and may authorise Academics to use, the Software solely for the purposes of providing or carrying out research, education, tuition or study in connection with the courses offered by the Academic Institution or research undertaken on behalf of the Academic Institution. The maximum number of Academics that can be authorised to use the Software at any one time is specified in your Purchase Documents.|
|If you are an Academic who has purchased an Academic Edition, you may use the Software for research or study in connection with your role at the Academic Institution. If you cease to maintain a role at an Academic Institution, this Agreement will terminate with immediate effect.|
|All research undertaken using the Software shall be strictly in accordance with the definition of Research and Experimental Development (R and D) according to section 2.1 of the OECD Frascati Manual 2002 available at http://www.oecdbookshop.org, being as follows: "Research and experimental development (R and D) comprise creative work undertaken on a systematic basis in order to increase the stock of knowledge, including knowledge of man, culture and society, and the use of this stock of knowledge to devise new applications." We require you to place any results of research into the public domain before or at the same time as you provide the results to commercial sponsors or other sources of research funding.|
|4.8||Application Provider Edition Licence|
|An Application Provider Edition Licence entitles you to use the Software within or from an Application to provide services to your customers or potential customers via the Application. Under no circumstances shall anyone other than you have any access to the Software.|
|5.1||You acknowledge that all legal and beneficial rights, title, and interest in the Software, and all intellectual property rights in, or relating to, the Software anywhere in the world belong to us, that rights to use the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use it in accordance with the terms of this Agreement. You may not sub-license, transfer, assign, sell, or otherwise part possession with the Software.|
|5.2||You acknowledge that you have no rights to access the Software in source code form. If at any time or for any reason we are obliged to deposit the source code of the Software with you, or any state or governmental body by reason of your use or licensing of the Software, we shall be entitled to immediately terminate this Agreement and you shall be entitled to a refund of any unused portion of the Fees paid or payable by you in respect of the Licence Period during which the termination occurs.|
|6.1||We warrant that we have the right and/or authority to grant this Licence, and we indemnify, hold harmless and agree to defend you in respect of any third party claims, suits, demands, actions, damages, fines, fees, costs and expenses, excluding attorneys' fees, arising from our breach, if any, of this warranty.|
|6.2||If at any time the Software is found to infringe a third party's intellectual property rights, we may, at our own expense and at our option, attempt to modify, repair or replace the Software with software of equivalent functionality. If we are unable to modify, repair or replace the Software with a functionally-equivalent non-infringing version, then either party may terminate the Agreement by providing written notice to the other, in which case we shall refund to you the remaining unused whole months of the Licence Fee or Renewal Licence Fee paid by you for the applicable Licence Period; we shall have no other liability to you except as otherwise expressly provided in this Section 6.|
|6.3||Any indemnities we provide, and any obligation on us to modify, repair or replace the Software, shall not apply if the claim results from your conduct or the conduct of someone acting on your behalf. In particular, but without limitation, we shall have no obligation or liability to you if you have altered, modified or amended the Software in any way or used it outside the terms of this Agreement or in combination with any other software not provided by us, or it has not been loaded onto equipment specified by us or suitably configured equipment.|
|6.4||THE SOFTWARE IS NEITHER GUARANTEED NOR WARRANTED TO BE ERROR-FREE NOR SHALL WE ASSUME ANY LIABILITY IN THIS RESPECT. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE SUITABILITY OF THE SOFTWARE AND ANY DATA GENERATED OR PROCESSED BY THE SOFTWARE FOR YOUR INTENDED USE, AND YOU WILL DEFEND, INDEMNIFY AND HOLD US, OUR OFFICERS, AND OUR EMPLOYEES HARMLESS FROM ANY THIRD PARTY CLAIMS, DEMANDS, OR SUITS THAT ARE BASED UPON ANY LACK OF SUITABILITY OF THE SOFTWARE IN YOUR USE OR ANY DATA GENERATED BY THE SOFTWARE IN YOUR USE.|
|6.5||THE LIMITED WARRANTY SET FORTH IN THIS SECTION 6 IS THE ONLY WARRANTY MADE BY US, AND THE LIMITED REMEDIES SET FORTH IN THIS SECTION 6 STATE YOUR SOLE AND EXCLUSIVE REMEDIES AGAINST US OR OUR SUPPLIERS FOR BREACH OF WARRANTY. WE AND OUR SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, WE EXCLUDE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, ERROR-FREE OPERATION, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. IF THE APPLICABLE LAW DOES NOT PERMIT OUR EXCLUSION OF IMPLIED WARRANTIES DESPITE THIS AGREEMENT, THEN ANY IMPLIED WARRANTIES, GUARANTEES, OR CONDITIONS LAST ONLY DURING THE TERM OF THE LIMITED WARRANTY AND ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.|
|7.1||You acknowledge that the Software has not been developed to meet any of your individual requirements, and that it is your responsibility to ensure that the features and operational capability of the Software meet your requirements before you purchase or use the Software.|
|7.2||If you are a Business User, we only supply the Software for use by your business, and you agree not to use or resell, sub-license or part with the Software or Operating Documents for any other purpose.|
|7.3||IN THE EVENT THAT YOU SEEK TO CLAIM DAMAGES FROM US FOR ANY REASON, YOU CAN RECOVER FROM US ONLY DIRECT DAMAGES UP TO THE AMOUNT YOU HAVE PAID FOR THE SOFTWARE DURING THE CURRENT LICENCE PERIOD.|
|7.4||WE SHALL NOT UNDER ANY CIRCUMSTANCES WHATEVER BE LIABLE TO YOU FOR ANY OTHER DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ARISING OUT OF THE USE OR MISUSE OF THE SOFTWARE. SUCH OTHER DAMAGES MAY INCLUDE BUT ARE NOT LIMITED TO:|
|WHETHER OR NOT REASONABLY FORESEEABLE, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THAT YOU MIGHT INCUR THAT LOSS OR TYPE OF LOSS, OR IF REPAIR, REPLACEMENT OR A REFUND FOR THE SOFTWARE DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES.|
|7.5||Nothing in this Agreement shall limit or exclude the Licensor's liability for:|
|7.6||This Agreement sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied in, or incorporated in, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.|
|8.1||We may terminate this Agreement immediately upon written notice to you if you:|
|In neither of the above cases will you be entitled to a refund of any Licence Fees or Renewal Licence Fees or Additional Licence Fees upon termination.|
|8.2||Upon termination for any reason:|
|9.1||We will use our reasonable endeavours to meet our obligations under this Agreement despite any Events Outside Our Control. However, we will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by an Event Outside Our Control.|
|9.2||If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement, our obligations under this Agreement will be suspended and the time for performance of our obligations will be extended until the Event Outside Our Control ceases, but in any event no later than the expiry of the Licence Period in which the Event Outside Our Control commences.|
|10.1||We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement.|
|10.2||You may not transfer this Agreement or your rights or your obligations under this Agreement to another person or company or organisation without our prior written consent, which we may withhold in our sole discretion, and for which we may charge a fee. We will notify you before we make any changes to these terms, in one of the following ways:|
|Your continued installation and use of the Software after we provide notice of any amended terms constitutes your acceptance of the amended terms. In the event that you do not accept the changes to these terms, you must immediately cease to use the Software provided to you under this Agreement, notify us accordingly, and this Agreement shall terminate immediately.|
|10.3||This Agreement constitutes the entire agreement between the Licensor and you and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the Licensor and you, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. You agree that you shall have no claim for innocent, negligent misrepresentation or negligent misstatement based on any statement made to you prior to entering into this Agreement or included expressly or impliedly in this Agreement.|
|10.4||If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, this will not constitute a waiver of our rights against you and will not mean that you do not have to comply with those obligations. A waiver of any default by you will only be effective if it is in writing executed by one of our directors and will not constitute a waiver of any subsequent default by you.|
|10.5||Each provision of this Agreement operates separately. If any court or competent authority decides that any one of the provisions is unlawful, invalid or unenforceable, but would be lawful, valid or enforceable if some part of it were deleted or modified, the provision in question shall apply with such deletion or modification as may be necessary to make it lawful, valid or enforceable, and the remaining conditions will remain in full force and effect.|
|10.6||If there are any conflicts between the translated versions of this Agreement the English text shall be considered authoritative.|
|10.7||This Agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by:|
|10.8||You agree that legal proceedings and associated documents shall be validly served on you if they are delivered by hand to any place of business of the company if you are a Business User or to your usual or last known residence if you are a Person. You agree that any arbitral decision shall be final and binding and may be enforced against you in any jurisdiction in which you have any assets from time to time.|
If you are entitled to Standard Technical Support Services we provide technical support for defects you report in the Software.
The response times shown below indicate the target time within which we aim to respond to you after you report an issue, although we do not guarantee either response times or resolution times. It is expected that you will cooperate with the Licensor in order to resolve issues in a timely manner.
|Severity 1:||Site Down|
| - Production system is down|
- Standard Response: 1 business day
- Premium Response: 2 hours 24x7
| - Disruption to business process|
- Standard Response: 1 business day
- Premium Response: 8 hours 24x7
|Severity 3:||Normal (Default)|
| - Ability to use Software is affected|
- Standard Response: 2 business days
- Premium Response: 1 business day
| - Feature requests and minor issues|
- Standard Response: 5 business days
- Premium Response: 2 business days
Business hours are between 0900 and 1700 UK time on UK working days excluding public holidays.
Standard Technical Support Services are available via email, website and online support systems.
Premium Technical Support Services include electronic access as for Standard Technical Support Services above, plus the option to use the telephone for issues classified as Severity 1. A dedicated telephone number is therefore available to you if you have purchased Premium Technical Support Services. All requests for technical support must first be raised electronically, including full details of the issue, before using the telephone.
When using the telephone for technical service you shall remain available to communicate with the same level of response time associated with the issue being handled until it is mutually agreed that the response time for the individual issue can be changed.
license-en.pdf ||WPS Software Licence Agreement|