PLEASE READ CAREFULLY BEFORE DOWNLOADING THE WHISTLSORT SOFTWARE FROM THIS WEBSITE
This Licence is made between the person downloading the Software (“You”) and Whistl UK Limited (“Whistl”) for the WhistlSort computer software (including any new versions, modifications or other updates to it that Whistl provides from time to time) (“Software”).
Downloading the Software
- By downloading the Software You agree to the terms of this Licence which will bind You. You will ensure that all those in Your business who will use the Software (“Users”) know that they use it on the terms of this Licence, and comply with its terms.
- If You DO NOT AGREE to the terms of this Licence YOU SHOULD NOT DOWNLOAD the Software.
- You must ensure that You have the requisite operating systems in place to use the Software. Please contact Whistl if You would like to discuss the requirements.
- Whistl grants to You a non-exclusive licence, terminable in accordance with clause 12, to use the Software in connection with the preparation of Your mailings using Whistl’s postal services, subject to the terms of this Licence. You may not use the Software other than as specified in this clause. You may make backup copies of the Software for Your lawful use and You will record the number and location of all copies of the Software and take steps to prevent unauthorised copying.
- You have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by You. You may not use any information that You gain from this process to create any software.
- You shall not sub-license, assign or novate the benefit or burden of this Licence in whole or in part, nor allow the Software to become the subject of any charge, lien or encumbrance nor deal in any other manner with any or all of its rights and obligations under this Licence, without Whistl’s prior written consent.
- Whistl provides the software on an ‘as is’ basis and it is Your responsibility to ensure that the software is installed correctly, that its systems are compatible with the software and that the software works.
- Whistl does not provide any representation, warranty or guarantee that the software will produce mail which is compliant with any applicable specification. It is Your responsibility to ensure that all mail items comply with the Whistl Customer Guides (as amended from time to time).
- To the fullest extent permitted by law, all conditions, warranties or other terms which might have effect between Whistl and You, or are implied or incorporated into this disclaimer or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
- Except if Whistl causes death or personal injury through its negligence, Whistl shall not be responsible for loss or damage to Your computer systems, hardware or software or other property or any other losses which You suffer as a result of installing and operating the Software. In addition, Whistl will not be liable for any loss, damage, costs, expenses, claims or other liability incurred by You as a consequence of any non-compliance of mail with the correct specification, incorrect or non-compliant item formats and weights, poor quality and/or duplicate labels; invalid/outdated or duplicate .TNT and .bag files (which relate to Whistl software updates), collection receptacle and consumable delivery notification and file forecasting. You must ensure Whistl is provided with up to date contact details for sending software updates.
- Whistl is not liable for any losses or damages which You may suffer whether directly or indirectly and whether the same arise in contract, tort (including negligence) or otherwise, from special, indirect or consequential loss, or loss of profits, loss of contract, loss of business, loss of anticipated savings, wasted costs, loss of business opportunity, loss of goodwill or loss or corruption of data.
- Whistl may terminate this Licence immediately by written notice to You including by publishing a termination notice on this site.
- Upon termination for any reason, all rights granted to You under this Licence shall cease and You must immediately cease all activities authorised by this Licence. All of the Software and all copies of it must be immediately deleted or removed from all computer equipment and You may not keep.
- You acknowledge that all intellectual property rights in the Software belong, and shall belong, to Whistl and that You shall have no rights in, or to, the Software other than the right to use it in accordance with the terms of this Licence.
- Whistl may transfer our rights and obligations under this Licence to another organisation, but this will not affect Your rights or our obligations under this Licence.
- This Licence (and the disclaimer in the Software) constitute the entire agreement between You and us relating to the licence and usage of the Software. You acknowledge that You have not relied on any statement, promise or representation made or given by or on behalf of the us which is not set out in this Licence.
- If Whistl fails to insist that You perform any of Your obligations under this Licence, or if Whistl does not enforce our rights against You, or if Whistl delays in doing so, that will not mean that Whistl has waived its rights against You and will not mean that You do not have to comply with those obligations. If Whistl does waive a default by You, Whistl will only do so in writing, and that will not mean that Whistl will automatically waive any later default by You.
- Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
- This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.