December 2022
By downloading and using software provided by Eramba, you agree to be bound by these
terms and conditions (the Conditions). If you do not agree to be bound by these Conditions,
do not download software from Eramba. If you have any questions, contact us at [email protected]
These Conditions may be updated from time to time and the updated version will be effective
as soon as it is accessible. You are responsible for regularly reviewing these Conditions so
that you are aware of any changes to them.
1.1 In these Conditions, the following words have the following meanings:
number 09524547 and registered office at 71-75 Shelton Street, Covent Garden, London, England WC2H 9JQ;
of the same, or the right to apply for registration of the same, any copyright or related
rights, database right, design rights, rights in trade, business or domain names, rights
in trade dress, rights in inventions, rights in confidential information or know-how or
any similar of equivalent rights in any part of the world;
corrections, patches, new releases and new versions together with any modifications
made by the Customer in accordance with Clause 2.1; and
1.2 Words in the singular include the plural and in the plural include the singular.
1.3 Clause headings shall not affect the interpretation of these Conditions.
1.4 References to Clauses are, unless otherwise provided, references to the clauses of
these Conditions.
1.5 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the
exercise of it by a party is without prejudice to that party's other rights and remedies.
1.6 Any phrase introduced by the words including shall be construed as illustrative and shall
not limit the generality of the related general words.
2.1 Subject to these Conditions, Eramba grants to the Customer the perpetual, non-
exclusive, non-transferable personal right and licence to download, access, modify and
use the Software for its normal internal business purposes. The Customer shall have no
right to sublicense its rights under this Clause 2.1.
2.2 The Customer shall comply with all reasonable instructions of Eramba relating to the
Software including the implementation of upgrades and new releases that Eramba may
provide from time to time.
2.3 The Customer shall not, and shall not permit or assist any third party to:
2.3.1 sell, purport to assign, license access to or otherwise distribute the Software;
2.3.2 use the Software on behalf of or make it available to any third party;
2.3.3 make available online all or part of the Software through the Internet, or any
intranet; and/or
2.3.4 remove or alter any copyright or other proprietary notice on the Software;
and/or
2.3.5 translate, adapt, disassemble, reverse engineer, decompile or copy the whole
or any part of the Software, nor arrange or create derivative works based on the
Software except to the extent permitted by law not capable of exclusion by
agreement.
2.4 Eramba does not provide any support or maintenance services in relation to the
Software.
2.5 If the Customer breaches any of the provisions of this Condition 2:
2.5.1 the Customer’s right to use the Software shall cease; and
2.5.2 the Customer shall indemnify keep indemnified Eramba from and against any
and all liabilities, damages, losses, costs and expenses (including legal expenses
and amounts reasonably paid in settlement of legal claims) suffered or incurred by
Eramba as a result of such breach.
3.1 The Customer agrees that no IP Rights that subsist in the Software shall transfer to the
Customer under these Conditions or otherwise. All IP Rights in any modification that the
Customer makes to the Software under Clause 2.1 are assigned to Eramba on creation.
3.2 The Customer shall promptly notify Eramba of any claim that the Customer receives that
use of the Software infringes the IP Rights of any third party (a Claim). The Customer
shall:
3.2.1 not make any admission of liability, agreement, settlement or compromise in
relation to a Claim without Eramba’s prior written consent;
3.2.2 give to Eramba and its professional advisers all reasonable assistance as
may be required in relation to a Claim;
3.2.3 at Eramba’s request, give Eramba the exclusive control and right to defend a
Claim and make settlements in relation to a Claim; and
3.2.4 mitigate its losses in relation to a Claim, including where requested to do so
by stopping using the Software.
4.1 The Customer warrants and represents that it is not a consumer but that it is acquiring
the right to access and use the Software for the purposes of a business. Accordingly, to
the maximum extent permitted by law, any statutory consumer guarantees or legislation
intended to protect consumers in any jurisdiction does not apply to the Software or these
Conditions.
4.2 The Customer warrants that it has not relied on any oral representation made by
Eramba, or on any descriptions, illustrations or specifications contained in any materials,
including online materials, produced by Eramba which are only intended to convey a
general idea of the Software.
4.3 The Customer confirms that in the Customer’s opinion, the Software is fit for the
Customer’s purposes. If the Customer intends to use the Software for business critical
purposes, the Customer shall test the Software fully prior to using it.
5.1 SUBJECT TO THESE CONDITIONS, THE SOFTWARE IS PROVIDED ON AN “AS IS”
BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW ALL IMPLIED
WARRANTIES, CONDITIONS AND CONDITIONS RELATING TO THE SOFTWARE
(WHETHER IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE), INCLUDING
ANY WARRANTY, TERM OR CONDITION AS TO ACCURACY, COMPLETENESS,
SATISFACTORY QUALITY, PERFORMANCE, FITNESS FOR PURPOSE,
AVAILABILITY AND NON-INFRINGEMENT ARE EXCLUDED. ERAMBA GIVES NO
WARRANTY THAT THE SOFTWARE WILL BE FREE FROM DEFECTS, ERRORS OR
BUGS.
5.2 ERAMBA WILL NOT BE LIABLE, IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
UNDER STATUTE OR OTHERWISE, AS A RESULT OF OR IN CONNECTION WITH
THE SOFTWARE FOR ANY:
5.2.1 DIRECT LOSSES;
5.2.2 ECONOMIC LOSS (INCLUDING LOSS OF REVENUES, PROFITS, CONTRACTS,
BUSINESS OR ANTICIPATED SAVINGS);
5.2.3 LOSS OF REPUTATION OR GOODWILL;
5.2.4 LOSS OF DATA OR CONTENT; AND/OR
5.2.5 SPECIAL OR INDIRECT OR CONSEQUENTIAL LOSS EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH LOSSES.
5.3 Nothing in these Conditions shall limit or exclude a party’s liability for death or personal
injury caused by negligence, of for fraud, fraudulent misrepresentation or any other loss
that cannot lawfully be excluded or limited.
6.1 These Conditions contain the entire agreement of the parties with respect to its subject
matter and supersede all prior agreements and representations, standard conditions or other implied conditions, whether written or oral, with respect to the subject matter of
these Conditions.
6.2 The Customer shall not assign or delegate its rights or obligations under these
Conditions, in whole or in part, to any third party by operation of law or otherwise, without
the prior written consent of Eramba.
6.3 Any failure to enforce any provision of these Conditions shall not constitute a waiver
thereof or of any other provision.
6.4 If any provision of these Conditions is found to be unenforceable, the remainder shall be
enforced as fully as possible and the unenforceable provision shall be deemed modified
to the limited extent required to permit its enforcement in a manner most closely
approximating the intention of the parties.
7 Governing law and Jurisdiction
7.1 These Conditions are governed by and will be construed in accordance with the laws of
England and Wales.
7.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales in
relation to any legal actions or proceedings arising out of or in connection with these
Conditions, save that this submission will not preclude any party from applying to any
other court having jurisdiction for urgent or interim relief in aid of proposed or pending
proceedings in England.