Savvy Studio Software licence agreement

– free 14 day trial

PARTIES

1. It’s All Savvy, a company incorporated in England and Wales (registration number 11585864) having its registered office at 51 Kite Wood Road, Penn, High Wycombe, United Kingdom, HP10 8HH (the "Licensor"); and

2. You, the "Licensee" of the free 14 day trial software.

AGREEMENT

1. Definitions

1.1 In this Agreement, except to the extent expressly provided otherwise:

"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;

"Business Day" means any weekday other than a bank or public holiday in England;

"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

"Documentation" means the documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the Licensee;

"Effective Date" means the date of the free 14 day trial software first being accessed;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Schedule" means any schedule attached to the main body of this Agreement;

"Software" means the software identified in Part 1 of Schedule 1 (Software Licence Particulars);

"Software Defect" means a defect, error or bug in the Software having an adverse effect on the appearance, operation, functionality or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:

(a) any act or omission of the Licensee or any person authorised by the Licensee to use the Software;

(b) any use of the Software contrary to the Documentation by the Licensee or any person authorised by the Licensee to use the Software;

(c) a failure of the Licensee to perform or observe any of its obligations in this Agreement; and/or

(d) an incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatible in the Software Specification;

"Software Specification" means the specification for the Software set out in Part 1 of Schedule 1 (Software Licence Particulars) and in the Documentation, as it may be varied by the written agreement of the parties from time to time; and

"Term" means the term of this Agreement, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2.

2. Credit

2.1 This document was created using a template from SEQ Legal (https://seqlegal.com).

3. Term

3.1 This Agreement shall come into force upon the Effective Date.

3.2 This Agreement shall continue in force for 14 days, or until such time as the Licensee converts their account to an ongoing account.

4. Supply of Software

4.1 The Licensor shall make the Software accessible by the Licensee from the Effective Date, and shall provide to the Licensee such assistance in relation to the accessibility of the Software as the Licensee may reasonably request during their 30 day free trial period.

5. Licence

5.1 The Licensor hereby grants to the Licensee from the Effective Date for 14 days, or until such time as the Licensee converts their account to an ongoing account, licence to:

(a) Access and use the Software;

subject to the limitations and prohibitions set out and referred to in this Clause 5.

5.2 The Licensee may not sub-license and must not purport to sub-license any rights granted under Clause 5.1.

5.3 The Software may only be used by the officers and employees of the Licensee.

5.4 Save to the extent expressly permitted by this Agreement or required by applicable law on a non-excludable basis, any licence granted under this Clause 5 shall be subject to the following prohibitions:

(a) the Licensee must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;

(b) the Licensee must not alter, edit or adapt the Software; and

(c) the Licensee must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Software.

6. Charges

6.1 The Licensee shall pay no Charges to the Licensor during their free 14 day trial. Charges will only become applicable at such time as the Licensee converts their trial account to an ongoing account.

7. Payments

7.1 The Licensor shall not issue any requests for the Charges to the Licensee until such time as the Licensee converts their trial account to an ongoing account.

8. Acknowledgements and limitations

8.1 The Licensee acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.

9. Exclusion and Limitation of Liability

9.1. Subject always to this clause the licensor hereby exclude all express and implied conditions and warranties in relation to the Website, the App and/or the Services.

9.2. Subject always to this clause the licensor shall not be, and the licensee hereby acknowledge and agree that the licensor is not, liable for indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the licensor have been advised of the possibility of such damages), resulting from:

9.2.1. the use or the inability to use the Service;

9.2.2. the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service;

9.2.3. unauthorised access to or alteration of your transmissions or data;

9.2.4. statements or conduct of any third party on Savvy Studio; or

9.2.5. any other matter relating to the Savvy Studio.

9.3. We shall not be liable to you or to any third party for any modification, change in Fees, suspension or discontinuance of Savvy Studio.

9.4. To the extent that the licensor have any liability arising under or in connection with provision of Savvy Studio or these Terms and Conditions the licensor's liability shall be limited to:

9.4.1. the cost of supplying the Savvy Studio again; or

9.4.2. the payment of the cost of having the Savvy Studio supplied again.

10. Termination

10.1 The Licensor will terminate this Agreement at the end of the free 14 day trial, unless the Licensee converts their trial account to an ongoing account.

10.2 The Licensee may terminate this Agreement at any time during the free 14 day trial by giving to the Licensor not less than 7 days written notice of termination.

10.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(a) the other party commits any material breach of this Agreement, and the breach is not remediable;

(b) the other party commits a material breach of this Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 7 days following the giving of a written notice to the other party requiring the breach to be remedied;

(c) the other party persistently breaches this Agreement irrespective of whether such breaches collectively constitute a material breach.

11. Effects of termination

11.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 9 and 11.

11.2 Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

11.3 For the avoidance of doubt, the licences of the Software in this Agreement shall terminate upon the termination of this Agreement; and, accordingly, the Licensee must immediately cease to use the Software upon the termination of this Agreement.

11.4 Termination or cancellation of the Account will result in the deactivation and/or deletion of the Licensee's Account. The Licenesee hereby acknowledge and agree that, immediately from the time of termination or cancellation: the Licensee's access to the Savvy Studio account will cease; and all Content of the Account will not be accessible by the Licensee and may be deleted or otherwise destroyed by the Licensor immediately upon termination.

11.5 The Licensee hereby acknowledge and agree that the Licensee's Content may be, but will not necessarily be, removed, deleted or destroyed from the infrastructure the Licensor uses to provide the Services upon termination of this Agreement, and it may persist in backup copies of data maintained by the Licensor for a reasonable period of time (during which time it will not be available for use by others). We will use our reasonable efforts to comply with any request the Licensee may make for the removal, deletion or destruction of their Content.

12. Complaints and Dispute Resolution

12.1 The Licensee agrees that, before initiating any legal or other proceedings against us, you will make a good faith effort to resolve any dispute you may have with us by sending a dispute notice (“Dispute Notice”) to ben@itsallsavvy.com The Dispute Notice must include:

12.1.1 a thorough description of the dispute;

12.1.2 a summary of the situation that caused the issue giving rise to the dispute;

12.1.3 the Licensee's desired remedy or outcome.

12.2 Upon receiving a Dispute Notice Complaints and Dispute Resolution the Licensor will endeavour to try to resolve the dispute informally by contacting you via email.

12.3 In the event that any dispute is not resolved within 30 days from our receipt of a Dispute Notice, either the Licensors or the Licensee may take such other dispute resolution action deemed necessary including by initiating legal proceedings.

13.Action arising from a Complaint

13.1 You must not publish, or allow to be published in your name, any review of Savvy Studio which is untrue, misrepresentative of the facts, unfair or disparaging to the licensor and/or with malicious intent, and you hereby agree not to publish a negative review unless and until you have complied with clause 13 of this license agreement.

14. General

14.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

14.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

14.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

14.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

14.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

14.6 Subject to Clause 9.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

14.7 This Agreement shall be governed by and construed in accordance with English law.

14.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

EXECUTION

The parties have indicated their acceptance of this Agreement by allowing access / accessing the Savvy Studio software.

SCHEDULE 1 (SOFTWARE LICENCE PARTICULARS)

1. Specification of Software

Savvy Studio software, provided by It’s All Savvy.

Savvy Studio Software licence agreement

PARTIES

1. It’s All Savvy, a company incorporated in England and Wales (registration number 11585864) having its registered office at 51 Kite Wood Road, Penn, High Wycombe, United Kingdom, HP10 8HH (the "Licensor"); and

2. You, the "Licensee".

AGREEMENT

1. Definitions

1.1 In this Agreement, except to the extent expressly provided otherwise:

"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;

"Business Day" means any weekday other than a bank or public holiday in England;

"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

"Charges" means the amounts specified in Part 2 of Schedule 1 (Software Licence Particulars);

"Documentation" means the documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the Licensee;

"Effective Date" means the date of execution of this Agreement, which is the date the Licensee provides their payment details in the Savvy Pet Spa system;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Minimum Term" means, in respect of this Agreement, the period of 3 months beginning on the Effective Date for monthly subscriptions, or the period of 12 months for annual subscriptions;

"Schedule" means any schedule attached to the main body of this Agreement;

"Software" means the software identified in Part 1 of Schedule 1 (Software Licence Particulars);

"Software Defect" means a defect, error or bug in the Software having an adverse effect on the appearance, operation, functionality or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:

(a) any act or omission of the Licensee or any person authorised by the Licensee to use the Software;

(b) any use of the Software contrary to the Documentation by the Licensee or any person authorised by the Licensee to use the Software;

(c) a failure of the Licensee to perform or observe any of its obligations in this Agreement; and/or

(d) an incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatible in the Software Specification;

"Software Specification" means the specification for the Software set out in Part 1 of Schedule 1 (Software Licence Particulars) and in the Documentation, as it may be varied by the written agreement of the parties from time to time; and

"Term" means the term of this Agreement, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2.

2. Credit

2.1 This document was created using a template from SEQ Legal (https://seqlegal.com).

3. Term

3.1 This Agreement shall come into force upon the Effective Date.

3.2 This Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 10 or any other provision of this Agreement.

4. Supply of Software

4.1 The Licensor shall make the Software accessible by the Licensee from the Effective Date, and shall provide to the Licensee such assistance in relation to the accessibility of the Software as the Licensee may reasonably request.

5. Licence

5.1 The Licensor hereby grants to the Licensee from the Effective Date until this contract is terminated, licence to:

(a) Access and use the Software;

subject to the limitations and prohibitions set out and referred to in this Clause 5.

5.2 The Licensee may not sub-license and must not purport to sub-license any rights granted under Clause 5.1.

5.3 The Software may only be used by the officers and employees of the Licensee.

5.4 Save to the extent expressly permitted by this Agreement or required by applicable law on a non-excludable basis, any licence granted under this Clause 5 shall be subject to the following prohibitions:

(a) the Licensee must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;

(b) the Licensee must not alter, edit or adapt the Software; and

(c) the Licensee must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Software.

6. Charges

6.1 The Licensee shall pay the Charges to the Licensor in accordance with this Agreement.

6.2 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated inclusive of any applicable value added taxes.

6.3 The Licensor may elect to vary any element of the Charges by giving to the Licensee not less than 30 days written notice of the variation.

7. Payments

7.1 The Licensor shall issue requests for the Charges to the Licensee monthly or annually, as per the Licensee’s agreed plan.

7.2 The Licensee must pay the Charges to the Licensor on the agreed date.

7.3 The Licensee must pay the Charges using such payment details as are notified by the Licensor to the Licensee from time to time.

7.4 If the Licensee does not pay any amount properly due to the Licensor under this Agreement, the Licensor may:

(a) charge the Licensee interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month);

8. Acknowledgements and limitations

8.1 The Licensee acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.

9. Limitations and exclusions of liability

9.1 Nothing in this Agreement will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

9.2 The limitations and exclusions of liability set out in this Clause 9 and elsewhere in this Agreement:

(a) are subject to Clause 9.1; and

(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

10. Termination

10.1 The Licensor may terminate this Agreement by giving to the Licensee not less than 30 days written notice of termination; subject to the minimum term of the agreement.

10.2 The Licensee may terminate this Agreement by giving to the Licensor not less than 30 days written notice of termination; subject to the minimum term of the agreement.

10.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(a) the other party commits any material breach of this Agreement, and the breach is not remediable;

(b) the other party commits a material breach of this Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied;

(c) the other party persistently breaches this Agreement irrespective of whether such breaches collectively constitute a material breach.

10.4 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement)

10.5 The Licensor may terminate this Agreement immediately by giving written notice to the Licensee if:

(a) any amount due to be paid by the Licensee to the Licensor under this Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b) the Licensor has given to the Licensee at least 10 days written notice, following the failure to pay, of its intention to terminate this Agreement in accordance with this Clause 10.5.

11. Effects of termination

11.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 7.2, 7.4, 9 and 11.

11.2 Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

11.3 For the avoidance of doubt, the licences of the Software in this Agreement shall terminate upon the termination of this Agreement; and, accordingly, the Licensee must immediately cease to use the Software upon the termination of this Agreement.

11.4 Termination or cancellation of the Account will result in the deactivation and/or deletion of the Licensee's Account. The Licenesee hereby acknowledge and agree that, immediately from the time of termination or cancellation: the Licensee's access to the Savvy Pet Spa account will cease; and all Content of the Account will not be accessible by the Licensee and may be deleted or otherwise destroyed by the Licensor immediately upon termination.

11.5 The Licensee hereby acknowledge and agree that the Licensee's Content may be, but will not necessarily be, removed, deleted or destroyed from the infrastructure the Licensor uses to provide the Services upon termination of this Agreement, and it may persist in backup copies of data maintained by the Licensor for a reasonable period of time (during which time it will not be available for use by others). We will use our reasonable efforts to comply with any request the Licensee may make for the removal, deletion or destruction of their Content.

12. Complaints and Dispute Resolution

12.1 The Licensee agrees that, before initiating any legal or other proceedings against us, you will make a good faith effort to resolve any dispute you may have with us by sending a dispute notice (“Dispute Notice”) to ben@itsallsavvy.com The Dispute Notice must include:

12.1.1 a thorough description of the dispute;

12.1.2 a summary of the situation that caused the issue giving rise to the dispute;

12.1.3 the licensee's desired remedy or outcome.

12.2 Upon receiving a Dispute Notice Complaints and Dispute Resolution the licensor will endeavour to try to resolve the dispute informally by contacting you via email.

12.3 In the event that any dispute is not resolved within 30 days from our receipt of a Dispute Notice, either the licensors or the licensee may take such other dispute resolution action deemed necessary including by initiating legal proceedings.

13.Action arising from a Complaint

13.1 You must not publish, or allow to be published in your name, any review of Savvy Studio which is untrue, misrepresentative of the facts, unfair or disparaging to the licensor and/or with malicious intent, and you hereby agree not to publish a negative review unless and until you have complied with clause 13 of this license agreement.

14. General

14.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

14.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

14.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

14.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

14.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

14.6 Subject to Clause 9.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

14.7 This Agreement shall be governed by and construed in accordance with English law.

14.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

The parties have indicated their acceptance of this Agreement by allowing access / accessing the Savvy Studio software.

SCHEDULE 1 (SOFTWARE LICENCE PARTICULARS)

1. Specification of Software

Savvy Studio software, provided by It’s All Savvy

2. Financial provisions

Savvy Studio is provided to the Licensee via a monthly subscription or an annual subscription.

The Licensee shall pay the Licensor a monthly or annual fee accordingly. If the Licensee chooses to pay a monthly fee, the Minimum Term shall apply.

On the Effective Date, the standard fees are as set out on the Savvy Studio website (www.savvystudio.com)

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