Unified Software

BANKVAL INTERNATIONAL ™ LICENCE AGREEMENT

The copyright database right and other intellectual property rights in the Software and the Directories is owned by Unified Software or its licensors. Please read through the following licence conditions. If you agree to be bound by them please click ACCEPT at the end of the conditions at which point you will be issued with a User ID. If you are accepting this Licence on behalf of a corporate licensee, you represent that you are authorised to do so. If you are not so authorised, nor deemed in law to have such authority, you assume sole personal liability for the obligations set out in this Licence. If you do not agree to be bound by these terms you will not be able to access the Software.
1.	Licence of Software
1.1.	The Software and all intellectual property rights in the Software are owned by  Unified Software or its licensors.
1.2.	Unified Software grants you and you accept a non-exclusive, non-transferable licence to use the Software in accordance with the provisions of this Licence.
1.3.	You are permitted to
1.3.1.	use your User ID to access the Software for the purpose of:
1.3.1.1.	verifying that a particular BIC Code is valid; and/or
1.3.1.2.	verifying that a particular IBAN is valid; and/or
1.3.1.3.	verifying that a particular ABA Routing Number is valid; and/ or
1.3.1.4.	obtaining details of a US financial institution;
in each case, on the terms of this Licence
1.4.	You are not permitted:
1.4.1.	to disclose your User ID to anyone other than your employees who need to know it to use the Software in the course of their employment for your legitimate business purposes;
1.4.2.	to use the Software on behalf of third parties or to provide a bureau service;
1.4.3.	except to the extent and in the circumstances expressly permitted by law, to rent, lease, sub-license, loan, copy, modify, adapt, merge, translate, reverse engineer, decompile, disassemble or create derivative works based on the whole or any part of the Software or use, reproduce or deal in the Software or any part of the Software in any way.
2.	Licence of SWIFT Directory
2.1.	The Software allows you to access data in the SWIFT Directory through Unified Software’s website. The SWIFT Directory is published with permission of SWIFT. Database rights reserved 2006.
2.2.	Unified Software grants you and you accept a non-exclusive, non-transferable, terminable sub-licence personal to you to use the SWIFT Directory subject to the following conditions:
2.2.1.	the SWIFT Directory may only be accessed by your own staff members located on a single site in one country (a single site may be composed of up to five different locations with separate address details provided these locations are located either in the same metropolitan area or at a distances of no more than 25 kilometres or 15.5 miles from each other);
2.2.2.	the SWIFT Directory may be used for internal purposes only;
2.2.3.	only data relating to you (i.e. your own BIC Codes and related data) may be copied or made available to third parties.
2.3.	Except for the rights expressly provided above, you have no other rights with respect to the SWIFT Directory.  Without limiting the generality of the foregoing, you have no right to or to authorise others to copy make publicly available, sub-licence, distribute, commercialise or otherwise use the whole or any substantial parts of the SWIFT Directory, with or without compensation. You may not use the SWIFT Directory nor permit any third party to use the SWIFT Directory to develop an independent Database of BIC Code data, to incorporate BIC Code data into any tool or product or to download all or a substantial part of the BIC Code data. 
2.4.	You will delete all copies (if any) of the SWIFT Directory from your computer systems before disposal of those systems.
3.	Licence of ABA Directory
3.1.	The Software allows you to access data in the ABA Directory through Unified Software’s website. The ABA Directory is made available to you by Unified Software under licence.
3.2.	Unified Software grants you and you accept a non-exclusive, non-transferable, terminable sub-licence personal to you to use the ABA Directory subject to the following conditions:
3.2.1.	the ABA Directory may only be accessed by your own staff members;
3.2.2.	the ABA Directory may be used for legitimate internal business purposes only.
3.3.	Except for the rights expressly provided above, you have no other rights with respect to the ABA Directory.  Without limiting the generality of the foregoing, you have no right to or to authorise others to copy make publicly available, sub-licence, distribute, commercialise or resell or otherwise use the whole or any substantial part of the ABA Directory, with or without compensation. You may not use the ABA Directory nor permit any third party to use the ABA Directory to develop an independent database of ABA Bank Routing Number data, to incorporate ABA Bank Routing Number data into any tool or product or to download all or a substantial part of the ABA Bank Routing Number data. 
4.	Term and Termination
4.1.	This Licence shall commence upon Unified Software sending you a User ID following your acceptance of these conditions and shall remain in force for the Trial Period and, if extended pursuant to condition 4.3 below, shall continue indefinitely thereafter until terminated in accordance with the conditions of this Licence.
4.2.	Subject to condition 4.3 this Licence will terminate automatically at the end of the Trial Period whereupon your User ID will expire.
4.3.	If you wish to extend this Licence beyond the end of the Trial Period you should register with Unified Software for a full licence via Unified Software’s website or contact Unified Software using the contact details set out in condition 9.8.
4.4.	Either party may terminate this Licence at any time for any reason by giving the other not less than 30 days notice in writing.
4.5.	Unified Software may terminate this Licence immediately if:
4.5.1.	it ceases, for any reason, to have the right to make the Directories available to you in accordance with the terms of this Licence; or
4.5.2.	you fail to abide by any term of this Licence; or
4.5.3.	you suffer an Insolvency Event.
4.6.	Upon termination for whatever reason you will return to Unified Software or, at Unified Software’s direction, destroy and certify the destruction of, all copies (if any) of the Software and the Directories in your possession or control.
5.	Payment
5.1.	No Licence Fee shall be charged in respect of the Trial Period. Following the Trial Period, you shall pay the Licence Fee and any additional charges (calculated in accordance with Unified Software’s published rates in force from time to time) on the due date.
5.2.	Unified Software shall be entitled to invoice you quarterly for the Licence Fee and any additional charges. The Licence Fee and any additional charges shall be paid by you within 30 days of the date of Unified Software’s invoice.
5.3.	The Licence Fee and any additional charges payable under this Licence are (unless stated otherwise) exclusive of Value Added Tax and any other applicable taxes or levies which shall be paid by you at the rate and in the manner for the time being prescribed by law.
5.4.	If any sum payable under this Licence is not paid by the due date then (without prejudice to Unified Software’s other rights and remedies) Unified Software reserves the right to charge interest on such sum on a day to day basis (as well after as before any judgment) from the date or last date for payment thereof to the date of actual payment (both dates inclusive) at the higher of the flat rate of 8% and the rate of 4 % above the base rate of the Bank of England from time to time in force compounded quarterly. Such interest shall be paid to Unified Software on demand.
5.5.	No portion of the Licence Fee or any additional charges shall be refundable on termination of this Licence.
6.	Ownership
6.1.	The Software and the copyright and database right and all other intellectual property rights of whatever nature in the Software (including any modifications) are and shall remain the property of Unified Software or its licensors.
6.2.	You acknowledge that all property rights (including but not limited to database rights and any other intellectual property rights) in the SWIFT Directory, BIC Codes and BIC Code data are owned by SWIFT or SWIFT’s licensors and title does not pass to you under any circumstances.
6.3.	You acknowledge that all property rights (including but to limited to database rights and any other intellectual property rights) in the ABA Directory, ABA Bank Routing Numbers and related data is owned by Unified Software’s licensors and title does not pass to you under any circumstances. 
6.4.	You shall notify Unified Software immediately if you become aware of any unauthorised use of the whole or any part of the Software or the Directories by any person.
7.	Limited warranties and liability
7.1.	You acknowledge that Unified Software has made available to you the Trial Period in which to satisfy yourself that you are able to access the Software and the Directories from your computer systems, and to test and to raise any queries in respect of the Software. You acknowledge that response times for the Software will depend on the speed of your Internet connection and the level of Internet traffic and load on your own network.
7.2.	Unified Software warrants that the Software will perform substantially in accordance with its associated documentation which is published on Unified Software’s website at www.unifiedsoftware.co.uk. If Unified Software is notified of significant errors during the Trial Period it will use reasonable endeavours to correct any such demonstrable errors in the Software within a reasonable time.
7.3.	The remedy in condition 7.2 represents your sole remedy for a breach of the warranty in condition 7.2 which is given only to the original registered user, being the person who has registered with Unified Software to use the Software.
7.4.	The express terms of this Licence are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or otherwise all of which are hereby excluded to the fullest extent permitted by law.
7.5.	In particular but without limitation to the generality of condition 7.4, Unified Software does not warrant that the Software will meet your requirements or that your use of the Software will be uninterrupted or error-free or that defects in the Software will be corrected. You shall use the Software at your own risk and Unified Software shall not be liable to you for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Licence, the Software, and its use or otherwise, except to the extent that such liability may not be lawfully excluded under the applicable law.
7.6.	You acknowledge that the Directories are compiled and made available to Unified Software by third parties. Accordingly, except for the warranty given by Unified Software under condition 7.2 above, Unified Software gives no warranty as to the accuracy of any data supplied or the suitability of the data for your purposes. Unified Software does not warrant that the data in the Directories is secure from third party attack and has not been hacked either on Unified Software’s server or during transmission to you. You shall use the Directories and any data at your own risk and Unified Software shall not be liable to you for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Licence, the Directories or any data, and its use or otherwise, except to the extent that such liability may not be lawfully excluded under the applicable law.
7.7.	Notwithstanding the generality of conditions 7.4 to 7.6 above, Unified Software expressly excludes liability to you for loss of profits, business, revenue, income, goodwill, anticipated savings, loss or damage suffered by you as a result of an action brought by a third party, loss of data, damages for loss of or damage to property, which may arise in respect of the Software and/or the Directories and their use or in respect of other software equipment or property, whether that loss:
7.7.1.	arises naturally from any breach of the Licence by Unified Software; or
7.7.2.	was reasonably anticipated or contemplated by the parties when they entered into this Licence; or
7.7.3.	is one which you specifically informed Unified Software was a likely consequence of a breach by Unified Software prior to that breach.
7.8.	If Unified Software is found by a court of competent jurisdiction to be liable to you under this Licence, its liability shall be limited to an amount equal to the Licence Fee paid by you under this Licence.
7.9.	Nothing in this Licence shall apply to the extent that it excludes or limits Unified Software’s liability for fraudulent misrepresentation or for death or personal injury due to its negligence.
8.	Support 
8.1.	Unified Software will endeavour to respond to any technical queries you may have regarding the use of the Software to assist you to access the Directories. However, no support will be provided in respect of the Directories themselves or any BIC Code data or ABA Bank Routing Number data.  
8.2.	If you require technical support please contact Unified Software using the contact details set out in condition 9.8.
8.3.	Your right to technical support shall terminate automatically if you breach the terms of condition 1, 2 or 3.
9.	General
9.1.	This Licence constitutes the complete and exclusive statement of the agreement between Unified Software and you with respect to the subject matter hereof and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between you and Unified Software relating to the Software and the Directories.
9.2.	Notices given under this Licence shall be in writing and may be served by personal delivery, by post, by airmail, by fax or email, except that email may not be used for the service of legal proceedings.
9.3.	A notice shall be deemed to have been received:
9.3.1.	if by personal delivery, at the time of delivery;
9.3.2.	if by post, 48 hours from the date of posting;
9.3.3.	if by airmail, five days from the date of posting; and
9.3.4.	if by fax, at the time of transmission; and
9.3.5.	if by email, when the email is ready for collection on the recipient’s mailserver.
9.4.	No forbearance, delay or indulgence by either party in enforcing the provisions of this Licence shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.
9.5.	Barron Computing Limited may enforce any provision of this Licence subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999.
9.6.	Subject to Clause 9.5 above a person who is not a party to this Licence has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
9.7.	This licence shall be governed by and construed in accordance with the laws of England and Wales and you agree to submit to the non-exclusive jurisdiction of the English courts.
9.8.	If you have any questions concerning this Licence please contact us at:
Email: support@unifiedsoftware.co.uk
Web: www.unifiedsoftware.co.uk
10.	Glossary
10.1.	In this Licence the following terms have the following meanings:

 
Term	Meaning	   
ABA	means the American Bankers Association	   
Licence Fee	means the licence fee for the Software being a quarterly fixed fee or a per-use fee, determined in accordance with Unified Software’s published rates from time to time	   
SWIFT	means the Society for Worldwide Interbank Financial Telecommunications SCRL	   
SWIFT Directory	means the bank identifier code directory, published by SWIFT consisting of BIC Code data and  related data together with any associated documentation	   
ABA Directory	means the directory of ABA Bank Routing Numbers and related data together with any associated documentation	   
Directories	means the SWIFT Directory and the ABA Directory or any part of them	   
IBAN	means International Bank Account Number	   
Insolvency Event	means where (i) a party ceases or threatens to cease to carry on its business or a significant part of it (unless as part of a solvent reconstruction) or suspends or threatens to suspend payment of its debts or is unable or is deemed to be unable to pay its debts within the meaning of Section 123 (1) of the Insolvency Act 1986, or a proposal is made, or a nominee or supervisor is appointed, of a party for a composition in satisfaction of its debts or for a scheme of arrangement of its affairs or other arrangement or any proceedings for the benefit of its creditors are commenced under any law, regulation or procedure relating to the reconstruction or re-adjustment of debt; (iii) a petition is made for an administration order under the Insolvency Act 1986 with respect to any party; (iv) any steps are taken by a party or any other person to wind up or dissolve that party or to appoint a liquidator, trustee, receiver, administrator, administrative receiver or similar officer to any such party or any part of such party’s undertaking; (v) any legal process is levied, enforced or sued against a party or its assets or any person validly takes possession of any of the property or assets of a party or steps are taken by any person to enforce any security right against any of the property or assets of such a party	   
Software	The BankVal InternationalTM software together with any associated documentation	   
BIC Code	means the 8 character bank identifier code numbers and related information registered under ISO 9362 and published from time to time by SWIFT	   
ABA Bank Routing Number	means the nine digit bank code used in the United States to identify financial institutions together with any related data	   
Trial Period	the trial period for the Software of 30 days	   
Unified Software	Unified Software Limited	 

If you agree to be bound by the above conditions please click the ‘Accept’ button. This Licence will come into force only when Unified Software sends you a User ID, which Unified Software may at its sole discretion refuse to provide for any reason. If you do not agree, click the ‘Reject’ button. You will not then receive a User ID and will not be able to access the Software or the Directories.