Need help using your Consentry app or have a test result query?  

End User License Agreement

CONSENTRY SOFTWARE LICENCE TERMS

DIGI.ME LIMITED incorporated and registered in England and Wales with company number 6861219 whose registered office is at 7 Bower Road, Wrecclesham, Farnham, Surrey, GU10 4ST (DIGI.ME or the Supplier)
DIGI.ME is the entire legal and beneficial owner and licensor of certain software products known as CONSENTRY and is willing to license the End User to use these products on these Terms.

1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in these Terms.
Customer: the individual or organisation paying the Fee.
End User: the user of the Software who may also be the Customer.
Fee: the licence fee payable by the Customer to DIGI.ME.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
Software: the computer programs and software applications known as CONSENTRY supplied by DIGI.ME.

2. Licence
2.1 In consideration of the Fee paid by the Customer, DIGI.ME grants to the End User a non-exclusive licence to use the Software.
2.2 Neither the Customer nor the End User may amend, alter, reverse engineer or reconfigure the Software or create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.
2.3 The End User shall not:
(a) sub-license, assign or novate the benefit or burden of these Terms in whole or in part;
(b) allow the Software to become the subject of any charge, lien or encumbrance; and
(c) deal in any other manner with any or all of its rights and obligations under these Terms,
without the prior written consent of DIGI.ME.
2.4 The Customer shall not:
(a) sub-license, assign or novate the benefit or burden of these Terms in whole or in part, except to the End User;
(b) allow the Software to become the subject of any charge, lien or encumbrance; and
(c) deal in any other manner with any or all of its rights and obligations under these Terms,
without the prior written consent of DIGI.ME.
2.5 DIGI.ME may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under these Terms.

3. Export and compliance with policies
3.1 Neither the Customer nor the End User will export, directly or indirectly, any technical data acquired under these Terms (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws), including United States or United Kingdom export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.

4. Supplier's warranties
4.1 DIGI.ME warrants that the Software will conform in all material respects to its specification (as published by DIGI.ME) for a period of 90 days from the date the Software is supplied (Warranty Period). If, within the Warranty Period, the Customer notifies DIGI.ME in writing of any defect or fault in the Software in consequence of which it fails to conform in all material respects to the Specification, and such defect or fault does not result from the Customer or the End User, or anyone acting with the authority of the Customer or the End User, having amended the Software or used it outside the terms of these Terms for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by DIGI.ME, or it has not been loaded onto Supplier-specified or suitably configured equipment, DIGI.ME shall, at DIGI.ME's option, do one of the following:
(a) repair the Software;
(b) replace the Software; or
(c) terminate these Terms immediately by notice in writing to the Customer and the End User and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the End User's use of the Software to the date of termination), provided the End User provides all the information that may be necessary to assist DIGI.ME in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable DIGI.ME to re-create the defect or fault.
4.2 DIGI.ME does not warrant that the use of the Software will be uninterrupted or error-free.
4.3 Both the Customer and the End User accept responsibility for the selection of the Software to achieve its intended results and acknowledge that the Software has not been developed to meet the individual requirements of the Customer or the End User.
4.4 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into these Terms 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.

5. Limits of liability
5.1 DIGI.ME shall not in any circumstances have any liability for any losses or damages which may be suffered by the End User or the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if DIGI.ME was aware of the circumstances in which such special damage could arise;
(ii) additional costs
(iii) loss of profits;
(iv) loss of anticipated savings;
(v) loss of business opportunity;
(vi) loss of goodwill;
(vii) loss or corruption of data,
5.2 The total liability of DIGI.ME, whether in contract, tort (including negligence) or otherwise and whether in connection with these Terms or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
5.3 Both the Customer and the End User agree that, in entering into these Terms, they did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in these Terms or (if it did rely on any representations, whether written or oral, not expressly set out in these Terms) that it shall have no remedy in respect of such representations and (in either case) DIGI.ME shall have no liability in any circumstances otherwise than in accordance with the express terms of these Terms.
5.4 The above exclusions shall apply to the fullest extent permissible at law, but DIGI.ME does not exclude liability for:
(a) death or personal injury caused by the negligence of DIGI.ME, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
5.5 All references to "DIGI.ME" in this clause only, shall be treated as including all employees, subcontractors and suppliers of DIGI.ME, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.

6. Intellectual property rights
6.1 Both the Customer and the End User acknowledge that all Intellectual Property Rights in the Software belong and shall belong to DIGI.ME and the Customer and the End User shall have no rights in or to the Software other than the right to use it in accordance with the terms of these Terms.
6.2 If any third party makes a claim (Claim), or notifies an intention to make a Claim against either the Customer or the End User, DIGI.ME's obligations are conditional on the Customer or the End User:
(a) as soon as reasonably practicable, giving written notice of the Claim to DIGI.ME, specifying the nature of the Claim in reasonable detail;
(b) not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of DIGI.ME (such consent not to be unreasonably conditioned, withheld or delayed);
(c) giving DIGI.ME and its professional advisers access at reasonable times (on reasonable prior notice) to its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer or the End User, so as to enable DIGI.ME and its professional advisers to examine them and to take copies (at DIGI.ME's expense) for the purpose of assessing the Claim; and
(d) subject to DIGI.ME providing security to the Customer or the End User to their reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as DIGI.ME may reasonably request to avoid, dispute, compromise or defend the Claim.
6.3 If any Claim is made, or in DIGI.ME's reasonable opinion is likely to be made, against the Customer or the End User, DIGI.ME may at its sole option and expense:
(a) procure for the End User the right to continue to use the Software (or any part thereof) in accordance with the terms of these Terms;
(b) modify the Software so that it ceases to be infringing;
(c) replace the Software with non-infringing software; or
(d) terminate these Terms immediately by notice in writing to the Customer and the End User and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer or the End User's use of the Software to the date of termination) on return of the Software and all copies thereof,

7. Termination
7.1 Without affecting any other right or remedy available to it, DIGI.ME may terminate these Terms with immediate effect by giving written notice to the Customer and the End User if:
(a) the Customer fails to pay any amount due on the due date for payment;
(b) either the Customer or the End User commits a material breach of any other term of these Terms;
(c) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
(d) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that Customer with one or more other companies or the solvent reconstruction of that Customer;
(e) the Customer applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that Customer other than for the sole purpose of a scheme for a solvent amalgamation of that Customer with one or more other companies or the solvent reconstruction of that Customer;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of that Customer (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
(j) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer's assets and such attachment or process is not discharged within [14] days.
7.2 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms shall remain in full force and effect.
7.3 On termination for any reason:
(a) all rights granted to the Customer and the End User under these Terms shall cease;
(b) the Customer and the End User shall cease all activities authorised by these Terms;
(c) the Customer shall immediately pay to DIGI.ME any sums due to DIGI.ME under these Terms; and

8. Waiver
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

9. Remedies
Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

10. Entire agreement
10.1 These Terms, the schedules and the documents annexed as appendices to these Terms or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
10.2 The Customer acknowledges that it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (Representation) other than as expressly set out in these Terms.
10.3 The Customer agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract.
10.4 Nothing in this clause shall limit or exclude any liability for fraud.

11. Variation
No variation of these Terms shall be effective unless it is in writing and signed by DIGI.ME.

12. Severance
12.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
12.2 If any provision or part-provision of these Terms is deemed deleted under clause 12.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13. Third-party rights
No third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

14. No partnership or agency
14.1 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of any other, or authorise any party to make or enter into any commitments for or on behalf of any other.

15. Governing law and jurisdiction
15.1 These Terms and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
15.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms.

September 2021 Version 1.0