Terms

Terms

SOFTWARE APPLICATION LICENCE

This software licence (Licence) is a legal agreement between you (you) and the Joint Council for Qualifications (JCQ) for the use of the A2C Migration Application (Software).

1 Grant and scope of licence
1.1 JCQ is the owner of the Software, and hereby grants to you a non-exclusive, non-transferable, royalty free licence to download, install, and use the Software for the purposes of exchanging data between a centre and an awarding organisation for the administration of qualifications.
1.2 This Licence shall commence on the day on which you install the Software and shall (subject to the termination provisions set out below) continue in force provided you remain an active and approved centre of an awarding organisation.
1.3 JCQ may suspend or terminate this Licence immediately by written notice to you. You may terminate this Licence at anytime, for any reason, by providing written notice to The Director, JCQ at the following address info@jcq.org.uk.
1.4 Upon termination of this Licence for any reason, you must stop using the Software, and delete the Software from all computer equipment or systems under your control or in your possession.
2 Your obligations
2.1 Except as expressly set out in this Licence, or as permitted by law, you undertake:
2.1.1 not to copy the Software, except where such copying is incidental to the normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
2.1.2 not to make any alterations or modifications to the Software or any part of it, nor permit it to be combined with, or become incorporated into, any other programs;
2.1.3 not to disassemble, decompile, reverse engineer or create derivative works based on the whole or any part of the Software;
2.1.4 not to remove or circumvent any technical protection measures used to protect the integrity of the Software;
2.1.5 not to sub-licence, assign, offer for sale, or otherwise transfer this Licence or any of you rights or obligations arising under it, without JCQ’s prior written consent.
2.2 You agree to abide by all reasonable instructions which may be issued by JCQ in relation to your use Software from time to time, including installing Software updates, revisions, or new versions of the Software on release.
2.3 You acknowledge that all intellectual property rights in and to the Software belong to JCQ, and that you have no rights in or to the Software other than those rights granted under this Licence.
3 Warranties and liability
3.1 Provided you have met and continue to meet the minimum technical requirements notified to you by JCQ, JCQ warrants that the Software will, when properly installed and used, perform substantially in accordance with all relevant descriptions provided directly by JCQ to you.
3.2 You acknowledge that the Software may not be free of bugs or errors. You agree that the existence of minor errors or service downtime shall not constitute a breach of this Licence.
3.3 Nothing in this Licence shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud, or fraudulent misrepresentation.
3.4 JCQ shall not be liable to you for any indirect or consequential loss or damage suffered by you arising out of or in connection with this Licence or your use of the Software.
3.5 Subject to clauses 3.3 and 3.4, JCQ’s maximum aggregate liability to you under or in connection with this Licence, whether in contract, tort (including negligence) or otherwise, shall be limited to £500.
4 Variation
4.1 JCQ may revise the terms of this Licence from time to time to the extent reasonably necessary to reflect changes which may affect its business. JCQ will post such changes on its website, and your continued use of the Software shall indicate your acceptance to such changes. In the event that JCQ proposes significant changes to this Licence, it will notify users of such changes in writing, and users shall have the option to terminate the Licence if they do not agree to the revised Licence.
5 Jurisdiction and applicable law
5.1 This Licence and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.