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License agreement terms

TERMS OF THIS LICENSE AGREEMENT

These terms apply to your organisation’s use of the Community Impact Wheel (CIW) and related services. 

1. PARTIES OF THIS AGREEMENT 

1.1 Professional Community Services Ltd trading as the Association of Association Executives (hereinafter referred as “Seller”). 

1.2 The organisation subscribing to the service (hereinafter referred as “Licensee”). 

Both parties referred hereinafter solely as “Party” and together as “Parties”. 

2. SERVICES 

2.1 Provision of Services: Seller will provide Services to the Licensee in accordance with this Agreement. 

2.2. Licence and Term of Services: Where Services are sold to the Licensee as a subscription, the Seller grants the Licensee a non-exclusive, non-transferable worldwide right to access and use the Services during the subscription term, subject to the terms of this Agreement. 

2.3 Term of subscription: The initial term of a subscription is 12 months. Subscriptions will automatically renew at the end of each subscription term for additional periods equal to the initial period of subscription, unless either party gives the other written notice of non-renewal at least 30 days before the end of the then-current subscription term. 

2.4 Modifications to subscription: Modifications to the subscription can be made at any time during the subscription period, subject to the following restriction: subscriptions cannot be transferred to a lower subscription level, only to a higher level or revised to include additional services, features or users. 

2.5 Changes to Services: Services are continuously developed and improved. The Seller will inform the Licensee in writing of any material changes in the Services. Both parties agree to work in collaborative manner to minimise the impact of any such changes to the Licensee. 

3. SERVICE FEES 

3.1 Fees: The Licensee undertakes to pay the Seller all applicable fees for the agreed Services. Any fees paid are non-refundable. 

3.2 Invoicing and payment terms: The Licensee agrees to pay the fee within 28 days of receipt of invoice. The Seller will issue an invoice following the acceptance of these terms on the order form. 

3.3 Taxes: All fees quoted by the Seller are exclusive of taxes, levies, duties, or similar payments of any nature (including value-added, sales, and use taxes) that may arise in connection with the Licensee’s purchases under this Agreement. The Seller will add any appropriate value-added or sales taxes depending on the Licensee’s geographical location. 

3.4 Currency: All fees specified in this Agreement and at the AAE website and AAE emails are in Pounds Sterling (GBP). Fee payments made by the Licensee must be in the same currency. 

3.5 Overdue Fees: The Seller may charge the Licensee interest on overdue fees at the rate of 5% per month (or the highest rate permitted by law, if less) on the amount overdue. In the event of overdue payments or disputes, the Seller may limit functionality or suspend provision of Services until such payments are made in full. 

4. LICENSEE OBLIGATIONS 

4.1 Security: The Licensee is responsible for maintaining the confidentiality of the credentials and passwords used to access the Services. The Licensee will use commercially reasonable efforts to prevent unauthorised use of the Services and terminate any unauthorised use of which it becomes aware. User account and password information may not be shared, and usage is limited to one individual per profile. 

4.2 Interruptions to Service: The Seller or Service developers may suspend the Services to perform scheduled updates or maintenance, to resolve a technical issue, or for other pressing reasons. Where possible, reasonable advance notice will be given to the Licensee of any interruptions to the Services. 

5. DATA OWNERSHIP AND INTELLECTUAL PROPERTY 

5.1 Licensee data: Data generated during the course of the Licensee’s use of the Services remains in the Licensee’s use during the term of the subscription. A personal data privacy statement governs the use of personal data during and after the validity of the Agreement. 

5.2 Data retained by Seller and Service developer: The following data generated by the Licensee during the Licensee’s use of the Services becomes and remains the intellectual property of the Seller or the Software developer: 

  • Licensee organisation name and profile details, excluding users’ personal data 

  • Survey data generated within the Community Impact Wheel, used for non-identifiable analysis or trends and usage patterns 

5.3 The Seller and Service developer retain full intellectual property rights to the Services and software-as-a-service provided. 

6. CONFIDENTIALITY 

6.1 The seller acknowledges that it will have access to certain confidential information of the other party. 

6.2 The Seller shall not during the term of this Agreement, or at any time, thereafter, impart to anyone any confidential, proprietary or trade secret information which it may acquire in the performance of its duties. 

6.3 Notwithstanding the other provisions of this Agreement the confidentiality clause shall not apply to the proprietary information if (1) at the time of disclosure the information is in the public domain, (2) after disclosing becomes part of the public domain by publication or otherwise, expect by the breach of this Agreement, or (3) by written records was in the possession of the Party at the time of the disclosure. 

7. LIMITATION OF LIABILITY 

7.1 The Seller shall under no circumstances whatever be liable to the Licensee, whether in contract, tort (including negligence) breach of statutory duty, or otherwise, for: 

7.1.1 any loss of profit, revenue, sales, business, anticipated savings, goodwill or reputation (in each case whether such loss is categorised as direct or indirect loss); or 

7.1.2 any loss that is an indirect or secondary consequence of any act or omission of the Seller. 

7.2 The total liability of the Seller to the Licensee in respect of all loss or damage arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, shall be limited to GBP 200 (two hundred pounds sterling). 

8. INDEMNITY

8.1 The Licensee agrees to indemnify and keep indemnified, defend and hold the Seller harmless from any and all damages, losses, liabilities, costs, expenses (including legal fees, disbursements and VAT) or claims (whether direct or indirect, known or unknown, foreseen or unforeseen) made by the Licensee, any end-user customer or third party regarding the Services. 

9. COMPLIANCE WITH LAWS AND REGULATIONS, ANTI-BRIBARY COMPLIANCE 

9.1 The Licensee shall be responsible for obtaining any necessary export and import licenses. 

9.2 The Licensee shall comply with all applicable laws, statutes, regulations and codes in its Territory and shall inform the Seller of any laws and regulations which may affect on the sales of the Services. 

9.3 The Licensee shall comply with all applicable laws, statutes, regulations and codes in its Territory relating to anti-bribery and anti-corruption. 

10. ENTIRE AGREEMENT 

10.1 This Agreement constitutes the entire agreement between the Parties and supersedes any and all prior agreements and communications with respect to its subject matter. This Agreement may not be changed or modified except by a writing signed by both parties. 

11. GOVERNING LAW AND JURISDICTION, DISPUTE RESOLUTION 

11.1 The laws of England and Wales shall be applied to this Agreement, excluding the choice of law provisions. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of The UK Chamber of Commerce. 

12. AGREEMENT 

This agreement has been made and agreed to by the parties, by the Licencee completing an online form, after which they will receive a copy of these terms and conditions by email.  

Agreement Form