Software License Agreement

ATTENTION: PLEASE READ THIS DOCUMENT BEFORE DOWLOADING THE SOFTWARE.

This document is an agreement between you, the end user of the software (the "Software"), and Canon Europa N.V., having its place of business at 59-61 Bovenkerkerweg, 1185 XB Amstelveen, the Netherlands ("Canon") (and/or its third party suppliers).

By downloading the Software you agree to be bound by the terms of this Agreement.

You agree to use the Software only in accordance with the terms and conditions set out below.

Ownership and Copyright: All right, title and interest in the Software and its documentation is owned by Canon (or its third party suppliers or subsidiary or affiliated companies). Canon (or its third party suppliers or subsidiary or affiliated companies) shall at all times retain all copyright and other intellectual property rights in the Software and its documentation and all subsequent copies thereof regardless of form. Except as expressly provided herein, no license or right, express or implied, is hereby conveyed or granted by Canon to you for any intellectual property of Canon and its licensors. You shall not modify, remove or delete a copyright notice of Canon and/or its licensors contained in the Software or its documentation, including any copy thereof.

Licence: Your licence to use the Software is non-exclusive and, save as expressly stated in this Agreement, non-transferable. You are permitted to: (1) use one copy of the Software ("use" shall mean storing, loading, installing, executing or displaying the software) for your own internal purposes; (2) make a reasonable number of back-up copies of the Software in support of the permitted use, provided that all such copies include the Canon copyright notice as it appears in the original copy of the Software provided to you; (3) transfer the Software and the benefit of this Agreement to another person, provided that this person has agreed to accept the terms of this Agreement and you cease all use of the Software, transfer all copies of the Software you have made to that person or destroy all copies not transferred. If any transferee does not accept such terms then this Agreement automatically terminates.

You are not permitted to: (1) rent, lease, sub-license, loan, sell, assign, convey, transfer, copy, modify, adapt, merge, translate, convert to another programming language, reverse-engineer, decompile, modify, alter, disassemble or create derivative works based on the whole or any part of the Software or its related documentation, and not to have any third party to do so, or use the Software, or let any third party use the Software or its related documentation except as expressly permitted by this Agreement and save to the extent and in the circumstances expressly permitted by law; (2) reproduce or deal in the Software or any part thereof, or allow any third party to reproduce or deal in the Software or any part thereof, in any way, except as expressly permitted by this Agreement and save to the extent and in the circumstances expressly permitted by law.

Export restriction: You agree not to send or bring the Software or its documentation out of the country where you originally obtained it to other countries without any required authorization of the applicable governments. You agree to comply with all export laws and restrictions and regulations of the country(ies) involved, as well as with the U.S. Export Administration Regulations ("EAR"), and not to export or re-export, directly or indirectly, the Software in violation of such laws, restrictions and regulations, or without all necessary approvals.

Term and Termination : This Agreement is effective upon your acceptance hereof by the action to indicate your acceptance or by using the software and shall continue in effect until terminated. You may terminate this Agreement by destroying the Software and its documentation including any and all copies. This Agreement may also be terminated if you fail to comply with any of its terms and conditions. Upon termination for whatever reason, in addition to Canon enforcing its respective legal rights, you shall immediately destroy all copies of the Software and its documentation including any Software stored on the hard disk of any computer in your possession, power or control.

Support and update: Canon, Canon subsidiaries or affiliates, their distributors and dealers are not responsible for maintaining or helping you to use the Software or its documentation. No updates, fixes or support will be made available for the Software or its documentation.

LIMITED WARRANTY: THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS AS TO QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT CANON, CANON'S SUBSIDIARIES AND AFFILIATES, THEIR DISTRIBUTORS AND DEALERS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME STATES OR LEGAL JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.

CANON, CANON'S SUBSIDIARIES AND AFFILIATES, THEIR DISTRIBUTORS AND DEALERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

THE EXPRESS TERMS OF THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES, CONDITIONS, REPRESENTATIONS (OTHER THAN FRAUDULENT REPRESENTATIONS), UNDERTAKINGS, TERMS AND OBLIGATIONS IMPLIED BY STATUTE, COMMON LAW, TRADE USAGE, COURSE OF DEALING OR OTHERWISE, ALL OF WHICH ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER CANON, CANON SUBSIDIARIES OR AFFILIATES, THEIR DISTRIBUTORS OR DEALERS OR CANON LICENSORS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL SPECIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION), WHETHER OR NOT CANON, CANON SUBSIDIARIES OR AFFILIATES, THEIR DISTRIBUTORS OR DEALERS OR CANON LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CANON'S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE SHALL IN NO CIRCUMSTANCES EXCEED AN AMOUNT EQUAL TO THE PRICE OF THE CANON PRODUCT FOR WHICH THE SOFTWARE IS DESIGNED, PAID BY YOU, OR IF THE SOFTWARE IS NOT DESIGNED FOR A SPECIFIC CANON PRODUCT, AN AMOUNT EQUAL TO THE PRICE FOR THE SOFTWARE PAID BY YOU.

NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE CANON'S LIABILITY TO YOU FOR DAMAGES ARISING OUT OF DEATH OR BODILY INJURY OR FOR DAMAGES CAUSED BY CANON'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ARISING OUT OF BOOK 6, ARTICLES 185 TO 193, DUTCH CIVIL CODE (PRODUCT LIABILITY) OR BOOK 7, ARTICLES 1 TO 38, DUTCH CIVIL CODE (CONSUMER PURCHASES).

NOTHING IN THIS AGREEMENT SHALL AFFECT THE STATUTORY RIGHTS OF A CONSUMER.

General: This Agreement constitutes the entire agreement between you and Canon with respect to the Software and supersedes any prior oral or written representations, agreements or understandings with respect to the Software. Neither party shall have any remedy in respect of an y statement made to it upon which it relied in entering into this Agreement (unless such statement was made fraudulently) and that party's only remedy shall be for breach of contract as provided for in this Agreement.

If at any time any part of this Agreement is found by a court of competent jurisdiction to be wholly or partly illegal, invalid or unenforceable in any respect under the law of any jurisdiction that fact shall not affect or impair the legality, validity or enforceability of any other provision of this Agreement.

The failure or delay of Canon in exercising any right, power or remedy under this Agreement shall not in any circumstance operate as a waiver of such right, power or remedy.

No variation to this Agreement shall be effective unless in writing and signed by an authorised representative of Canon.

Third Party Beneficiary: The provisions of this Agreement, in so far as it relates to Canon's third party suppliers, subsidiaries and/or affiliates, are directly enforceable by such Canon's third party suppliers, subsidiaries and/or affiliates.

Law: This Agreement shall be governed and interpreted in accordance with Dutch Law. All disputes between the parties which may arise from this Agreement will be resolved exclusively by the District Court of Amsterdam the Netherlands. Canon shall have, however, the sole right to waive this Section and to enforce this Agreement under the local law and/or jurisdiction of the user.

OTHER LICENSE TERMS: WHEN YOU INSTALL THE SOFTWARE YOU MAY BE REQUIRED TO ACCEPT ANOTHER END USER LICENSE AGREEMENT WHICH CORRESPONDS TO THE SPECIFIC SOFTWARE YOU ARE INSTALLING. IN SUCH CASE YOU WILL NEED TO ACCEPT SUCH END USER LICENSE AGREEMENT IN ORDER TO BE ABLE TO USE THE SOFTWARE. IF YOU DO NOT ACCEPT SUCH END USER LICENSE AGREEMENT YOU WILL NOT HAVE THE RIGHT TO USE THE SOFTWARE. IN THE EVENT OF ANY CONTRADICTION OR INCONSISTENCY BETWEEN THE TERMS OF SUCH END USER LICENSE AGREEMENT AND THESE LICENSE TERMS, IN RESPECT OF THE SOFTWARE YOU ARE INSTALLING, THE TERMS OF SUCH END USER LICENSE AGREEMENT SHALL PREVAIL.

ACKNOWLEDGMENT: BY THE ACTION OF INDICATING YOUR ACCEPTANCE OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTOOD IT AND AGREED TO BE BOUND BY ITS TERMS AND CONDITIONS.

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General Terms and Conditions

These terms and conditions shall govern the relationship between us and you and shall prevail despite the existence of any printed or other conditions even if such conditions purport to take precedence. Please read them carefully.

Your attention is in particular drawn to the following conditions which are of special importance:

2.7 Estimated dates
3 Contract Period and Renewal
4.2 Your responsibility to back-up data
6 Our liability to you and the Right to Cancel
7 Indemnity
8.7 and 8.8 Chargeback Fees
9 and 10 Termination

1. DEFINITIONS
1.1 References to "we", "us" and "our" are references to Print Copy Systems Limited (trading as shine Systems) registered in England (company registration number 5328775).
1.2 The terms "you" and "your" refer to any individual, company or business to whom we provide our Services as specified in the online customer order form including a person reasonably appearing to us to act with your authority.
1.3 In these conditions the following words and expressions shall have the following meanings:
"Commencement Date" means the date of our acceptance of your order as notified to you under our account activation notice;
"Contract" means any contract between us and you for the supply of Services incorporating these conditions;
"Domain Names" means Internet addresses which have been registered with the central registration authorities on the Internet on your behalf;
"Gigabyte" means 1,073,741,824 bytes or characters of information;
"hosting" means the making available of your Domain Name on the Internet;
“Internet” means the network of interconnected e-communications and computer systems connected by internet protocol numbers;
"Megabyte" means 1,048,576 bytes or characters of information;
"Renewal Date" means the day following the end of the first billing period specified in the online customer order form and the day following the end of the relevant billing period from time to time;
“Services” the internet services to be provided by us to you as specified in the online customer order form together with any other services which we provide, or agree to provide, to you;
"Upload" means to transfer computer files to our computer system for publication on the Internet or WWW;
"Web Site" means the area on our computer system allocated to you for the purpose of this Contract;
"WWW" means World Wide Web service available on the Internet;
1.4 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.5 Condition headings do not affect the interpretation of these conditions.
1.6 Any words in the singular include the plural and vice versa.

2.3 We reserve the right to alter or amend our terms and conditions by giving you fourteen days' prior notice by email and by displaying the notice on the our web site in the Terms and Conditions section. If you do not want to accept any new conditions you must inform us immediately by emailing us at This email address is being protected from spambots. You need JavaScript enabled to view it.otherwise you will be deemed to have accepted such new conditions.

3. CONTRACT PERIOD
3.1 Subject to termination under conditions 9 and 10 this Contract shall begin on the Commencement Date and shall automatically renew on the relevant Renewal Date for successive periods equal to the billing period set out in the online customer order form or for such period as subsequently agreed by us in writing.

4. YOUR RESPONSIBILITIES
4.1 You agree that you will keep secure the login name and password specified on your online customer order form and not to pass that information to any unauthorised person. In the event of your login name and password being used by any unauthorised person, we accept no responsibility and you will be liable for additional charges arising therefrom.
4.2 It is your sole responsibility to make regular back-ups of your data and files used in connection with the Services. Even though we may make our own periodic back-ups for server maintenance purposes we are not responsible whatsoever for your data or files.
4.3 You agree that you will not:
4.3.1 perform any action that will reduce performance of our servers to the detriment of other users;
4.3.2 upload any virus to the Web Site which could infect our server or other equipment;
4.3.3 allow a virus to enter the Internet by allowing Internet users to download files containing viruses or (knowingly or otherwise) from their web space which is on our server;
4.3.4 upload any material which infringes the intellectual property rights of any other party. We accept no responsibility for your actions in either uploading material to the Internet or in your transferral of any material to other Web Sites (or vice versa);
4.3.5 upload any material which may be considered to be contrary to public decency and morality including (but not limited to) pornographic, barbaric and overtly tasteless material. We reserve the right to randomly inspect the Web Site and in the event that any unauthorised material has been uploaded to that Web Site, we reserve the right to inform the relevant authorities and to terminate this Contact forthwith;
4.3.6 cause or permit or in any way assist in any unauthorised publication or any dissemination of defamatory material or any material which could be considered to be in breach of the civil or criminal laws of England and Wales;
4.3.7 commit any act whereby access is gained by you to any information or resources of any person, body corporate individual, partnership, government agency, national institution, charity or recognised organisation without first having obtained authority from those persons or institutions;
4.3.8 use our servers or network to send unsolicited or spam e-mail to other Internet users regardless of whether we are referred to or not either directly or indirectly in such postings. Failure to meet this obligation would result in the termination of this Contract without refund;
4.3.9 not to use our servers or network either directly or indirectly in a way that would have a detrimental effect on network performance;
4.3.10 do any act or omission the result of which would have the effect of bringing us into disrepute.

5. HIGH RESOURCE USAGE POLICY
5.1 Where we do not operate a bandwidth capping policy we maintain high ratios of bandwidth per Web Site. In the rare circumstances that a user utilizes our server resources to such an extent that it may jeopardize server performance and resources for other users then we reserve the right to implement the following High Resource User Policy at our sole discretion:
Where a service is delivered with bandwidth restrictions and/or limitations we reserve the right at our sole discretion to charge you for excess bandwidth used however caused at the rate of 45 pence per gigabyte or part thereof.
5.1.1 Resources are defined as bandwidth, processor utilization or disk space;
5.1.2 We reserve the right to suspend or terminate any Web Site immediately in order to prevent the misuse of our servers and to maintain maximum availability for other users. You may be offered alternate hosting options including us hosting the Web Site for an additional fee.

As the Services are normally supplied immediately unless agreed otherwise with us there is not normally an opportunity to cancel under regulation 13 of the Consumer Protection (Distance Selling) regulations 2000. (http://www.opsi.gov.uk/si/si2000/20002334.htm_)

7. INDEMNITY
7.1 Without prejudice to any other rights or remedies which we may have against you, you agree to indemnify and keep us indemnified against:
7.1.2 all costs, claims, demands, liabilities, expenses, damages or losses or expenses arising out of or in connection with any breach by you of this Contract; and
7.1.3 all costs, claims, demands, liabilities, expenses, damages or losses or expenses arising out of any action brought or threatened against us by a third party which is caused by or arises from any action or omission of ours carried out pursuant to your instructions.

8. CHARGES AND PAYMENT
8.1 Charges are payable in advance depending on the Service purchased as set out in the online customer order form and time for payment shall be of the essence. It is a condition of the provision of our Services that a regular credit or debit card payment agreement is in force for the duration of this Contract and you agree to either update your details yourself via the control panel or to inform us and/or WorldPay immediately (who administers the payment system) of any change to your credit card or contact details.
8.2 You shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless you have a valid court order requiring an amount equal to such deduction to be paid by us to you.
8.3 All payments payable to us under the Contract shall become due immediately on its termination despite any other provision.
8.4 Without prejudice to our other rights we reserve the right to charge daily interest on all outstanding amounts from the due date until payment is received in full at the rate equal to 4% per annum above the HSBC Bank plc base lending rate as current from time to time whether before or after judgement. Interest shall continue to accrue notwithstanding termination of this Contract for any cause whatsoever. We reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
8.5 Value added Tax where applicable will be added at the appropriate rate to the total of all charges shown on your invoice.
8.6 Where payment is by credit card or debit card you expressly authorise us to charge recurring billing by such method until we receive from you a completed account cancellation notice (see condition 10.2) or the Services end.
8.7 If you dispute any payment made to us you shall contact us immediately to discuss repayment. In the event that you submit an unjustified chargeback (being a credit card or debit card chargeback or cancellation of a cheque or submission of a cheque that is returned for any reason) then the following shall be due and payable by you within 7 days for each instance of a chargeback:
8.7.1 the charges due and payable by you for the Services used in the period covered by the chargeback; and
8.7.2 such chargeback costs as are levied upon us by your bank or credit card company; and
8.7.3 a chargeback administration fee of £50; and
8.7.4 our reasonable costs and losses incurred in recovering the above-mentioned fees including debt recovery costs, legal fees and debt collection costs.
8.8 In the event of an unjustified chargeback our right to terminate this Contract as set out in condition 9 shall apply save that the period in clause 9.2 shall be shortened to 14 days and the period in condition 9.3 shall be shortened to 10 days.

9. TERMINATION OF THIS CONTRACT BY US
9.1 If you do not pay any charge when due or materially breach this Contract in any other way we can terminate this Contract immediately without the requirement of prior notification.
9.2 If any sum payable under this Contract is still outstanding one month after the service of written notice to you requiring you to pay all outstanding sums in full we may in our absolute discretion suspend the Services.
9.3 If you have still not paid within 14 days of the written notice referred to in condition 9.2 we may in our absolute discretion disconnect the Services, delete your data and terminate the Contract and, if appropriate charge you a daily rate for storage of any of your equipment. Where any charges or payments are still outstanding from you, you must pay us in full (including any outstanding interest) before we release your equipment to you.
9.4 Should we reasonably deem you a threat to the integrity of the our network whether as a result of your actions or threats of such actions or by hostility of your actions or due to any other reason which in our considered opinion would be against our business interest, then we can terminate this Contract immediately without the requirement for prior notification.
9.5 If you go into liquidation or (in the case of an individual or firm become bankrupt) make a voluntary arrangement or have a receiver or administrator appointed we can terminate this Contract immediately without the requirement of prior notification.
9.6 Termination of this Contract by us will result in the retaining by us of all monies received from you who will not be entitled to a refund of monies paid.
9.7 Upon termination of this Contract you shall nevertheless remain liable for all charges due or which would have been payable under this Contract.
9.8 On termination of this Contract we will remove all materials held on our systems and remove all your system privileges.
9.9 Subject to our sole discretion after termination, if we agree that you may once again be reconnected to the service, any reconnection will be subject to an administration charge of £50 together with any outstanding charges payable prior to the reconnection.

10. TERMINATION OF THE CONTRACT BY YOU
10.1 You can terminate this Contract:
10.1.1 at any time within the first 30 days of the Commencement Date subject to the exclusions listed within our 30 day moneyback guarantee and receive a full refund, less any Domain Name registration charges or charges for additional services not included as a part of one of our standard hosting plans;
10.1.2 at any time after the first 30 days of the Commencement Date however unless notice under condition 10.2 is received prior to the next Renewal Date this Contract shall automatically renew for the period covered by the issued renewal notice and no refund will be payable to you and you will remain liable for all charges to the end of the Contract period as defined in condition 3.;
10.2 You must notify us of termination by delivering to our contact address a completed account cancellation notice which can be obtained form us on request.

11. REFUNDS
11.1 On receipt of a valid cancellation notice, we may, at our sole discretion, refund unused time paid..
11.2 A cancellation notice must be received prior to the relevant Renewal Date in order for a cancellation to be effective and processed prior to a renewal payment being taken.11.3 Where at our sole discretion we choose to accept a late cancellation notice an administration charge may be applied to any refund issued with the sole exception of refunds issued in line with our 30 day money back guarantee, in which case no fees are payable.

12. FORCE MAJEURE
12.1 We are not liable for any breach of this Contract if the breach was caused by an act of God, insurrection or civil disorder, war or military operations, terrorism, national or local emergency, protests, riot, civil commotion, acts of omissions of government, highway authority or other competent authority, our compliance with any statutory obligation, industrial disputes of any kind (whether or not involving our employees), fire, lightning, explosion, flood, subsidence, weather of exceptional severity, acts of omission of persons whom we are not responsible (including in particular other telecommunication service providers), or any other cause whether similar or dissimilar outside our reasonable control provided that, if the event in question continues for a continuous period in excess of 90 days, you shall be entitled to give notice in writing to us to terminate the Contract.

13. PROPER LAW
This Contract is to be treated as made in England and Wales according to English and Welsh Law and subject to the jurisdiction of the English and Welsh Courts.

14 LIMITATION ON ASSIGNMENT
14.1 You must not assign the benefit of this Contract in whole or in part.
14.2 We reserve the right to assign the benefit of this Contract by giving prior written notice of any assignment to you.
14.3 Except with our prior written consent the Service shall not be used by or on behalf of any person other than you or a third party specified on the application form and no condition shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act.

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