Your purchase of Software Maintenance will be subject to the terms and conditions set out below (the “Agreement”), and all Software Maintenance purchased by you now or at any time hereafter will be subject to the terms and conditions set out below.

1. Definitions

"Caddie": The Caddie company from whom, or doing business in the country where you purchased Software Maintenance.

"SOFTWARE": The Caddie software that the Software Maintenance relates to.

"Effective Date": The date as determined by Caddie as the purchase date for the Software Maintenance.

"Version": The major release number of the SOFTWARE.

"Reseller": a person or company that is authorized by Caddie to sell Software Maintenance.

"Term": the terms defined in sections 4.2 and 4.3.

 

2. Grant of Software Maintenance

Caddie grants you Software Maintenance for the Term for each copy of SOFTWARE for which you have purchased Software Maintenance. Your use of SOFTWARE shall be governed by the terms of the End User Licence Agreement (EULA) included with the SOFTWARE. To purchase Software Maintenance, you must be registered with Caddie as the holder of a copy of the most current version of the SOFTWARE which you wish to maintain.

 

 

3. Technical Support

3.1 Technical support shall only be available for:

(a) The most current Version of SOFTWARE commercially available

(b) The two most recent Versions of SOFTWARE, prior to the current Version

 

3.2 Caddie is not obliged to provide technical support  requested as a result of:

(a) operation of the computer on which SOFTWARE is installed in environmental conditions outside those prescribed by the computer manufacturer;

(b) operation of the Software with a version of the operating system SOFTWARE which is not specified as compatible by Caddie

(c) failure to maintain the computer on which SOFTWARE is installed or used in accordance with standards prescribed by the computer manufacturer;

(d) failure to ensure that your personnel and staff are fully trained in the use and operation of SOFTWARE;

(e) SOFTWARE serviced, maintained or modified by anyone other than Caddie;

(f) SOFTWARE running in any virtual software environment

or (g) your computer hardware failing to meet the minimum specification prescribed by Caddie for use with the SOFTWARE. 

 

 

3.3 It is your responsibilty to:

(a) Ensure that you and your Users submit Support requests in accordance with these Terms and Conditions;

(b) ensure that Software Maintenance is up to date and current before requesting technical support

(c) ensure that you or your Users provide Caddie with all information that is reasonably required by Caddie to provide technical support;

(d) utilize the instructions and troubleshooting procedures provided by Caddie, where applicable, prior to initiating a request for technical support;

(e) follow the requests and instructions provided by Caddie;

(f) promptly install all product patches, fixes, update releases or upgrades supplied  by Caddie;

(g) allow reasonable access to your SOFTWARE, by Caddie to provide support;

(h) ensure all data is backed up and your computer systems are secure prior to requesting technical support;

(i) allow Internet access to your systems as required by Caddie to perform technical support

 

3.4 You acknowledge that the technical support given is for your internal use only. Any information that is restricted, requires password access to obtain or could in any other way be deemed 'sensitive information' may not be communicated to any third party without the express written consent of Caddie. You further acknowledge and agree that the SOFTWARE forms part of your total unique hardware and software environment to deliver specific functionality, and the technical support may not achieve the results you desire.  

 

4 Purchase, Renewal and Restart:

4.1 Purchase

Caddie is under no obligation to provide any technical support or upgrades until Software Maintenance is paid in full. When Software Maintenance is paid for on a monthly basis, Caddie is under no obligation to provide technical support or upgrades if more than one calendar month has expired since the last payment has been made.

 

4.2 Renewal

Prior to expiration of your Software Maintenance, you may purchase a renewal of Software Maintenance for an additional term (“Term”) from a Reseller or Caddie.  Unless otherwise agreed by Caddie, if you do not purchase renewal for your Software Maintenance prior to expiration of the Term, your Software Maintenance will automatically expire.  If you do not renew prior to expiration of your Software Maintenance, this Agreement shall no longer apply and if you wish to reinstate your expired Software Maintenance, then you will be required to agree to the then current Caddie Software Maintenance terms and conditions. Renewal of Software Maintenance is for a Term of one (1) year from the expiry date of the last Software Maintenance on the SOFTWARE that the Software Maintenance relates to. Where the licence is a new licence and has therefore not previously been subject to Software Maintenace, the Term shall be one (1) year from the Effective Date.

 

4.3 Restart

Software Maintenance may be restarted at any time by payment of an additional fee (in addition to the renewal fee) as determined by Caddie. The Term of Restarted Maintenance will be one (1) year from the Effective Date.

 

5 Termination

5.1 Either Caddie or you may immediately terminate your Software Maintenance if either party fails to perform its obligations under these terms and conditions and such failure continues for thirty (30) days after written notice by the non-defaulting party. No refund will be given for any fees paid for Software Maintenance irrespective of the cause of cancellation, if cancelled by you.

 

5.2 Caddie may suspend or terminate your Software Maintenance if you fail to pay Caddie or your Reseller (as the case may be) for a renewal or restart in accordance with their terms.  Caddie may terminate your Software Maintenance at any time for convenience, in which 

case Caddie shall refund that proportion of the Software Maintenance Fee you paid which equals the unexpired portion of the then current term.

 

6 Limition of Liability

IN NO EVENT WILL CADDIE OR CADDIE'S RESELLERS OR SUBSIDIARIES BE LIABLE FOR DAMAGES FOR FAILURE TO MAKE COMMERCIALLY AVAILABLE RELEASES, OR PROVIDE SUPPORT DURING THE TERM OF YOUR SOFTWARE MAINTENANCE. IN NO EVENT SHALL CADDIE BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. IN NO EVENT WILL CADDIE BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OR LOSS OF PROFIT, LOSS OF USE OR LOSS OF DATA HOWEVER CAUSED OR ARISING. THE TOTAL CUMULATIVE COLLECTIVE LIABILITY OF CADDIE FOR ALL COSTS, LOSSES OR DAMAGES FROM ALL CLAIMS, ACTIONS OR SUITS HOWEVER CAUSED OR  ARISING FROM OR IN RELATION TO YOUR SOFTWARE MAINTENANCE HEREUNDER SHALL BE LIMITED TO YOUR DIRECT DAMAGES AND SHALL NOT EXCEED THE SOFTWARE MAINTENANCE FEES PAID BY YOU FOR THE SOFTWARE MAINTENANCE IN RESPECT OF WHICH THE CLAIM ARISES.  THESE LIMITATIONS WILL APPLY EVEN IF CADDIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU ACKNOWLEDGE THAT THE FEE REFLECTS THIS ALLOCATION OF RISK AND THAT THE LIMITATION SET  FORTH IN THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES.

 

CADDIE LIMITED DOES NOT GUARANTEE OR WARRANT THAT SUPPORT BY CADDIE OR CADDIE'S RESELLERS OR SUBSIDIARIES WILL ENSURE THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, PERFORM ERROR-FREE OR UNINTERRUPTED, OR THAT CADDIE LIMITED WILL CORRECT ANY OR ALL SOFTWARE ERRORS.  CADDIE LIMITED SUPPLIES THE SOFTWARE "AS IS" AND TO THE EXTENT PERMITTED BY LAW, THE WARRANTY IS EXCLUSIVE AND TAKES THE PLACE OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, CUSTOM, USAGE, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, AND ACCURACY. 

 

7. Governing Juristriction

The rights and obligations of the parties under these terms and conditions shall be governed by and interpreted in accordance with only the laws of the United Kingdom, and the parties shall attorn exclusively to the Courts of the United Kingdom.  These Terms and Conditions will not be governed by the conflict of law rules of any other jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

 

8. General Provisions

If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.  This Agreement may only be modified by a written document expressly stating to be a modification of this Agreement, signed by an authorised officer of Caddie.  This is the entire agreement between Caddie and licensee relating to Software Maintenance and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to Software Maintenance.  You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to Software Maintenance shall be of no effect.