End User Licence Agreement

1.       Background

DelftRed Simulation Technology (“Licensor”) is the owner of, and has the right to license, the Plandroid software, product catalogues and databases within such software or provided by the Licensor in connection with such software, and associated documentation and materials (“Software”).

 

By downloading, installing and/or using the Software, you (“Licensee”) agree to be bound by this licence agreement (“Agreement”).

 

If you do not agree to the terms of this Agreement, then do not download, install or use the Software; and if you have already made payment of any licence fees, please notify the Licensor immediately if you wish to seek a pro-rata refund reflecting the unexpired portion of the relevant licence term.

 

2.       Licence

The Licensor grants the Licensee a revocable, non-exclusive, non-transferable, non-sublicensable limited license to download, install and use the Software solely for the Licensee’s own personal, educational or commercial purposes, strictly in accordance with the terms of this Agreement (“Licence”).

 

The Licensee must not assign, transfer or sub-license the Licence, or attempt to or purport to do any of those things.

 

The Licensee must not modify, copy, duplicate, reproduce the Software, or transfer, make available or convey the Software or any right in the Software to anyone else without the Licensor’s prior written consent; however, the Licensor may make one copy of the software for backup or archival purposes. The Licensee must not reverse engineer, disassemble, modify or otherwise endeavour to obtain the source code of the Software.

 

When run on a server, the Software is licensed on a “per-machine terminal” basis. For each current Licence purchased by the Licensee, the Licensee may run as many instances of the Software as desired on one terminal. The Licensee must not simultaneously run the Software on more terminals than the number of current Licences purchased by the Licensee. The Licensor reserves the right to implement technical measures within the Software to monitor the number of machines/terminals using a single copy of the Software.

 

3.       Term of Licence

The term of the Licence will be specified during the purchase process when purchasing a licence via the Licensor’s web site. The term of the Licence will commence upon the date of purchase.

 

Alternative Licence terms may be offered by the Licensor from time to time via the Licensor’s web site at: http://plandroid.com/pricing/.

 

The Licence and this Agreement will terminate immediately if the Licensee fails to comply with any material provision of this Agreement. The Licensee may also terminate the Licence and this Agreement for convenience by permanently deleting the Software and all copies thereof within the Licensee’s possession or control (but in this case no refund will be applicable for the unexpired portion of the Licence term).

 

Upon termination or expiry of the Licence, the Licensee must cease all use of the Software (except for any residual data viewing/exporting functionality which is clearly designed to continue functioning after expiry of the Licence term). If requested by the Licensor, the Licensee must permanently delete the Software and all copies thereof within the Licensee’s possession or control.

 

4.       Licence Fees

Fees for the grant of Licences are set out at the Licensor’s web site at: http://plandroid.com/pricing/. The Licensor may, from time to time, offer discounts for renewals of existing Licences prior to expiry of the then-current Licence term.

 

The Licensor reserves the right to vary the fees for Licences at any time at its absolute discretion.

 

All Fees and other amounts payable by the Licensee under this Agreement are, unless otherwise specified, expressed as amounts net of any applicable deductions and withholding taxes that may be payable in connection with the Software and/or the Licence.

 

5.       Support

The Licensor will use reasonable commercial efforts to provide limited technical support to users of the Software at no extra cost. Any requests for training in the use of the Software; any extensive technical support; or any requests for modifications or enhancements to the Software, are not included within the Licence fees and the Licensor is not obliged to perform such work (but the Licensor may agree to perform such work for the Licensee for an additional fee).

 

6.       Updates

The Licensor may (but is not obliged to) make available updates to the Software containing (for example) updated information, bug fixes and enhanced features. Updates may be configured to be automatically downloaded and applied unless this feature is disabled by the Licensee.

 

If an update is made available to the Licensee, then the Licensor may refuse to support the Software until the relevant update has been applied to the Software by the Licensee.

 

7.       Intellectual Property Rights

The Licensee acknowledges and agrees that the Licensor is the owner of all Intellectual Property Rights in the Software. “Intellectual Property Rights” means all rights in copyright, circuit layout, designs, trademarks, patents and all similar rights in intellectual property anywhere in the world, whether or not registered or registrable.

 

The Licensee must not alter, remove or obscure any trade mark or copyright symbol or legend or other proprietary mark on or in the Software.

 

“Plandroid” is a registered trade mark of the Licensor.

 

8.       Licensee acknowledgements

The Licensee acknowledges that:

 

(a)    the Software is provided on an “as-is” basis, and the Licensor does not warrant that the Software is accurate, complete or error-free;

(b)    the Software is intended to serve as an aid to the design and quoting of ducted air conditioning/HVAC systems. It is not (and is not intended to serve as) a substitute for the skill and expertise of qualified professionals including installers, builders and architects; and

(c)     accordingly, users of the Software should not rely solely on the Software to determine whether a given design is efficient, cost-effective, feasible, structurally sound and/or safe. Users should make their own assessments as to these matters, and should consult qualified professionals as necessary in order to verify any of the information presented in or derived from use of the Software.

 

The Licensee acknowledges and agrees that the Software may collect and transmit to the Licensor de-identified information about levels and manner of usage of the Software, for the purposes of assisting the Licensor to improve the Software and to monitor compliance with the terms of the Licence.

 

9.       Limitation of liability

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY CLAIM, OR ANY SPECIAL INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS SOFTWARE.

 

To the extent permitted by law (including, if applicable, pursuant to the provisions of the Australian Competition and Consumer Act 2010), the Licensor’s liability in connection with the Software is limited, at the Licensor’s option, to resupplying the Software or refunding the price paid for the Software.

 

10.   Indemnity

The Licensee indemnifies and holds harmless the Licensor and promises to keep the Licensor indemnified against any loss, claim, action, settlement, award, judgment, expense or damage of whatsoever kind or nature and howsoever arising that the Licensor might suffer as a result of:

 

(a)    any breach of this Agreement by the Licensee;

(b)    use of the Software by the Licensee in any manner not expressly permitted under the Licence; and/or

(c)     any infringement by the Licensee of the Intellectual Property Rights of the Licensor or any third party in connection with the Software.

 

11.   Survival

Any provisions of this Agreement that, by their nature, are intended to survive termination or expiry of this Agreement or any Licence will continue in full force and effect following such termination or expiry.

 

12.   General

This Agreement shall be governed by and construed in accordance with the laws of South Australia, Australia, and any dispute in relation to this Agreement shall be subject to the exclusive jurisdiction of the courts of South Australia, Australia. The parties hereby submit to the exclusive jurisdiction of those courts.

 

The terms of this Agreement constitute the entire agreement between the parties as to the subject matter of this Agreement. All prior representations, understandings, arrangements or commitments that are not contained or referenced in this agreement are excluded and are of no effect.

 

No waiver of any right or remedy in connection with this Agreement will be effective unless in writing. No failure or delay to exercise any right or remedy will prevent the exercise of that right or remedy in future.

 

Terms and Conditions of Sale

  1. The software provided on this site is licenced to run on a specific machine. Licences bought for one machine may in some instances be transferred to a different machine at the sole discretion of DelftRed Simulation Technology. DelftRed Simulation Technology reserves the right to charge a fee for transferring a licence.
  2. Although we aim to provide as wide a range of catalogues as possible, the creation of new catalogues is not included as part of the support provided with your licence purchase. It is your responsibility to confirm the catalogues you require are available, or to contact us at DelftRed Simulation Technology to make arrangements for supplying the catalogues you require.
  3. DelftRed Simulation Technology reserves the right not to issue a licence for any or no reason, at our sole discretion. We will refund appropriate pre-paid monies in such a situation.
  4. A licence sale counts as a renewal if the licence being bought is to extend the expiry date of an existing paid licence, where the renewed licence is for the same machine ID as the existing licence, and the renewed licence is paid for while the existing licence is still current. We may relax these conditions at our sole discretion.
  5. Late payments will incur an additional 10% administration / late payment fee, plus recovery costs where applicable.