Terms and Conditions
1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms and Conditions the following words shall have the meanings assigned to them hereunder: 1.1.1 “Licensee” means the person to whom a License has been granted to use the Software by virtue of such person having purchased the Software. 1.1.2 “Licensor” means Ask Archie Education Proprietary Limited, Registration Number 2014/104645/07 1.1.3 “Software” means the Ask Archie Mathematics & Physical Science Series content, which has been developed by the Licensor. 1.1.4 “Terms and Conditions” means the terms and conditions regulating the Licensee’s use of the Software as set out in this document. 1.2 Clause headings in these Terms and Conditions have been inserted for convenience only and shall not affect the interpretation thereof.
2. APPLICATION OF THESE TERMS AND CONDITIONS The Terms and Conditions shall apply to and govern the use of the Software by the Licensee.
3. GRANT AND NATURE OF LICENSE 3.1 The Licensor hereby grants to the Licensee a license, subject to these Terms and Conditions. 3.2 The license granted in terms of these terms and conditions authorizes the Licensee to use the Software. 3.3 The Licensee shall not have the right to sub-license or otherwise transfer the License in any way to any third party. 3.4 The Licensee may not copy, or permit any party to copy, the Software. 3.5 The Licensee may not modify, de-compile, disassemble or otherwise reverse-engineer the Software, provided that this stipulation will not be applicable where law permits de- compilation.
4. COMMENCMENT AND DURATION 4.1 The agreement as set out in these terms and Conditions will come into effect upon installation of the Software by the Licensee. 5.2 This Agreement will remain in force for 12 month and will at all times govern the use of the Software by the Licensee.
5. RETENTION OF OWNERSHIP 5.1 The license granted to the Licensee in terms of these Terms and Conditions allows the Licensee to use the Software for a 1 more or 12-month period. 5.2 Ownership in the Software, including, without limitation, all copyright and intellectual property rights, shall at all times remain vested in the Licensor as amplified by clause 10, below. 2
6. LICENCE FEE 6.1 The payment of the License Fee is included in the purchase price of the Software.
7. WARRANTIES 8.1 The Licensor warrants that: 8.1.1 the Software is suitable for the purpose for which it is generally intended; 8.1.2 the Software is of good quality, in good working order and free of any material defects; 8.1.3 is useable and durable for a reasonable period of time, having regard to the circumstances of the intended use of the Software; and 8.1.4 complies with any applicable standards set out under the Standards Act, 1993. 8.2 If the Software fails to comply with the warranties set out in clause 8.1, above, the Licensee shall have the right, within 1 (one) month after the purchase of the Software, to: 8.2.1 have the defective Software repaired, replaced; or 8.2.2 to be refunded the purchase price paid by the Licensee for the Software. 8.3 Save to the extent set out in clause 8.1 and 8.2, above, the Licensee’s sole and exclusive remedy in the event of the Software being defective is to return the Software, together with the original proof of purchase and a description of the defect, to the place it was purchased, and the Licensor shall, provided it is satisfied that the Software is defective, use its reasonable commercial endeavours to replace the Software within 90 days from the return thereof.
8. INDEMNITIES AND EXCLUSION OF LIABILITY 8.1 Save as expressly otherwise provided for herein any liability on the part of the Licensor from any cause whatsoever is specifically excluded. Without limiting the generality of the afore-going, the Licensor shall not be liable for any delay, failure, breakdown, damage (whether direct, indirect or consequential) or injury caused by: 8.1.1 software programs and support services supplied by or obtained by the Licensee without the consent or knowledge of the Licensor; 8.1.2 software or programs modified by the Licensee or any third party not authorized to do so in terms of this Agreement; and/or 8.1.3 the actions or requirements of any telecommunications authority or a supplier of telecommunications services or software. 8.2 In no event will the Licensor be liable to the Licensee for loss of profits or for incidental, special or consequential damages in connection with the Software or the delivery, installation, servicing, performance or use thereof in combination with other computer software.
9. INTELLECTUAL PROPERTY RIGHTS 9.1 The Licensee acknowledges that all of the Intellectual property Rights embodied in connection with the Software will remain the sole and exclusive property of the Licensor. 9.2 The Licensee may not question or dispute the Ownership of these rights at any time. 9.3 The Licensor warrants that, to the best of its Knowledge, the Software does not infringe upon or violate any Intellectual Property Rights of any third party. 3
10. BREACH AND TERMINATION 10.1 If the Licensee: 10.1.1 Commits any breach of the terms of this Agreement, and fails to remedy such breach within 7 days of written demand from the Licensor then, the Licensor may, at its sole discretion: 10.1.2 cancel this Agreement forthwith and reclaim possession of the Software; and/or 10.1.3 claim specific performance of the Agreement from the Licensee; and/or 10.1.4 claim all damages it may have suffered as a result of the Licensee’s breach of this Agreement from the Licensee. 10.2 The Licensor shall be entitled to recover any costs incurred by it in enforcing any of its rights in terms of this Agreement on a scale as between attorney and own client.
11. ENTIRE AGREEMENT The Agreement as set out in these Terms and Conditions constitutes the whole agreement between the parties on the subject matter and the parties will not be entitled to rely, in any dispute regarding this Agreement, on any terms or representations not expressly contained in this Agreement.
12. NON VARIATION No variation, amendment or consensual cancellation of these terms and Conditions shall be of any force or effect unless the same has been reduced to writing and signed by both the Licensee and the Licensor.
13. ASSIGNMENT, CESSION AND DELEGATION The Licensee shall not be entitled to transfer any rights, obligations, share or interest acquired in terms of this Agreement, in whole or in part, to any other person without the prior written consent of the Licensor.
14. NON WAIVER Neither party shall be regarded as having waived, or be precluded in any way from exercising, any right under or arising from this Agreement by reason of such party having at any time granted any extension of time for, or having shown any indulgence to, the other party with reference to any payment or performance hereunder, or having failed to enforce, or delayed in the enforcement of, any right of action against the other party.
15. RELAXATION No indulgence, leniency or extension of a right, which the Licensor may grant the Licensee will in any way prejudice the Licensor, or preclude the Licensor from exercising any of the rights it derives in terms of this Agreement, or be construed as a waiver of such right.