End-User License Agreement (EULA) Terms and Conditions
PLEASE READ THIS END-USER LICENCE AGREEMENT (“Agreement”) CAREFULLY BEFORE USING INVENTRY (“Application”).
By using the Application, you are agreeing to be bound by the terms and conditions of this Agreement. If you do not agree to the terms of this Agreement, do not use the Application.
This Agreement is a legal agreement between you (either an individual or a single entity) and InVentry Limited and it governs your use of the Application made available to you by InVentry Limited. The Application is licensed, not sold, to you by InVentry Limited for use strictly in accordance with the terms of this Agreement. InVentry Limited or its licensors remain the owners of the Application at all times.
1 License
1.1. In consideration of you agreeing to abide by the terms of this license, InVentry Limited grants you a revocable, non-exclusive, non-transferable, limited license for a period set out in the purchase contract (“Contract”) unless and until terminated in accordance with this Agreement or the Contract to download, install and use the Application(s) and any printed materials and/or online or electronic documentation supplied with the Application (“Documentation”) strictly in accordance with the terms of this Agreement.
1.2. You may: install and use the Application for your own purposes only:
1.2.1. on one central processing unit (CPU) if this Agreement is for a single-user license or the Application is for single use; or
1.2.2 if the license is a multi-user or network license, for the number of concurrent users agreed between you and InVentry Limited;
1.2.3. provided you comply with the provisions in Condition 2, make up to [1] copy of the Software for back-up purposes; and
1.2.4. use any Documentation in support of the use permitted under Condition 1.2 and make up to [1] copy of the Documentation as reasonably necessary for its lawful use.
1.3. We may update or require you to update the Application, provided that the Application shall always materially match the description of it that we provided to you before you bought it.
1.4. The Application may be upgraded to reflect changes in the operating system. The Application will work with the manufacturer supported current or previous version of that operating system (as it may be updated from time to time).
2 Restrictions
2.1 Except as expressly set out in this Agreement, you agree not to, and you will not permit others to:
2.1.1. sub-license, sell, rent, lease, assign, loan, distribute, translate, modify, merge, adapt, vary, alter, transmit, host, outsource, disclose or otherwise commercially exploit the whole or any part of the Application or make the whole or any part of the Application available to any third party nor permit the Application or any part of it to be combined with, or become incorporated in, any other programs.
2.1.2. copy or use the Application for any purpose other than as permitted under the above section ‘License’ except where such copying is incidental to normal use of the Application or where it is necessary for the purpose of back-up or operational security.
2.1.3. disassemble, decrypt, decompile, reverse engineer, or make derivative works of, the whole or any part of the Application nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Application to obtain the information necessary to create an independent program that can be operated with the Application or with another program (“Permitted Objective”), and provided that the information obtained by you during such activities:
2.1.3.1. is used only for the Permitted Objective;
2.1.3.2. is not disclosed or communicated without InVentry Limited’s prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
2.1.3.3. is not used to create any software that is substantially similar in its expression to the Application.
2.1.4. remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of InVentry Limited or its affiliates, partners, suppliers or licensors of the Application;
2.1.5. provide, or otherwise make available, the Application in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us;
2.1.6. allow the Application or Documentation to become the subject of any charge, lien or encumbrance; and
2.1.7. [not to use the Application via any communications network or by means of remote access.]
2.2 You undertake:
2.2.1 to keep all copies of the Application permitted under this Agreement secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Application;
2.2.2 to include our copyright notice (and that of our licensors) on all entire and partial copies of the Application in any form;
2.2.3 to comply with all applicable technology control or export laws and regulations; and
2.2.4 to pay, for broadening the scope of the licenses granted under this Agreement to cover the unauthorised use, an amount equal to the fees which InVentry Limited would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the rate of 4% above Bank of England base rate, from such date to the date of payment.
3 Intellectual Property
3.1 The Application and the Documentation, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights in them throughout the world are, and shall remain, the sole and exclusive property of InVentry Limited or its licensors.
3.2 The rights in the Application and the Documentation are licensed (not sold) to you, and you have no intellectual property rights in, or to, the Application or the Documentation other than the right to use the Application and the Documentation in accordance with the terms of this Agreement.
3.3 You acknowledge that you have no right to have access to the Application in source code form other than as expressly provided in this Agreement.
3.4 Any feedback, comments, ideas, improvements or suggestions (collectively, “Suggestions”) provided by you to InVentry Limited with respect to the Application shall remain the sole and exclusive property of InVentry Limited.
3.5 InVentry Limited shall be free to use, copy, modify, publish, or redistribute the Suggestions or any purpose and in any way without any credit or any compensation to you.
4 Updates to Application
4.1. InVentry Limited may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”).
4.2. Updates may modify or delete certain features and/or functionalities of the Application. You agree that InVentry Limited has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to you PROVIDED THAT the Application shall always materially match the description of it that we provided to you before you bought it.
4.3. You further agree that all Updates will be (i) deemed to constitute an integral part of the Application, and (ii) are subject to the terms and conditions of this Agreement.
5 Third-Party Services
5.1. The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services (“Third-Party Services”).
5.2. You acknowledge and agree that InVentry Limited shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. InVentry Limited does not
assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.
5.3. Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
5.4. You shall indemnify and hold InVentry Limited harmless against any loss or damage which it may suffer or incur as a result of your breach of any Third-Party Services terms and conditions howsoever arising.
6 Term and Termination
6.1. This Agreement will terminate immediately, on written notice from InVentry Limited, in the event that:
6.1.1. you commit a material breach of this Agreement which is irremediable;
6.1.2. you commit a material breach of this Agreement which, if remediable, you fail to remedy within 14 days after the service of written notice requiring you to do so;
6.1.3. you persistently breach one or more terms of this Agreement.
6.2. You may also terminate this Agreement by deleting the Application and all copies thereof from your mobile device or from your computer.
6.3. Upon termination of this Agreement:
6.3.1. all rights granted to you under this Agreement shall cease;
6.3.2. you shall cease all use of the Application and all activities permitted by this Agreement;
6.3.3. you must immediately permanently delete or remove the Application and all copies of the Application from your mobile device and your computer and from all equipment and storage devices in your possession or control.
6.4. Termination of this Agreement will not limit any of InVentry Limited’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of the terms of this Agreement.
7 Amendments to this Agreement
7.1. InVentry Limited reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect.
7.2. What constitutes a material change will be determined at our sole discretion.
7.3. By continuing to access or use our Application or Documentation after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorised to use the Application.
8 Limits of Liability
8.1. Except as expressly stated in condition 8.2:
8.1.1. InVentry Limited shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
8.1.1.1. special damage even if InVentry Limited was aware of the circumstances in which such special damage could arise;
8.1.1.2. loss or corruption of data, provided that this condition 8.1 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of condition 8.1.2 or any other claims for direct financial loss that are not excluded by any of categories 8.1.1.1 to
8.1.1.2 inclusive;
8.1.2. the total liability of InVentry Limited, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed £1,000; and
8.1.3. you agree that, in entering into this Agreement, either you did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement or (if you did rely on any representations, whether written or oral, not expressly set out in this Agreement) that you shall have no remedy in respect of such representations and (in either case) InVentry Limited shall have no liability in any circumstances otherwise than in accordance with the express terms of this Agreement.
8.2. The exclusions in condition 8.1 shall apply to the fullest extent permissible at law, but InVentry Limited does not exclude liability for:
8.2.1. death or personal injury caused by the negligence of InVentry Limited, its officers, employees, contractors or agents;
8.2.2. fraud or fraudulent misrepresentation;
8.2.3. breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
8.2.4. any other liability which may not be excluded by law.
9 Other Important Terms
9.1. InVentry Limited may transfer its rights and obligations under these terms to another person or organisation. InVentry Limited will inform you in writing if this happens.
9.2. You may only transfer your rights or your obligations under this Agreement to another person if we agree in writing.
9.3. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
9.4. Each of the provisions of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining provisions will remain in full force and effect.
9.5. If InVentry Limited does not insist immediately that you do anything you are required to do under these terms, or if InVentry Limited delays in taking steps against you in respect of your breaking this contract, that will not mean that InVentry Limited does not have to do those things and it will not prevent InVentry Limited taking steps against you at a later date.
9.6. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
10 Governing Law and Jurisdiction
10.1. The laws of England and Wales shall govern this Agreement and your use of the Application and Documentation.
10.2. Your use of the Application may also be subject to other local, state, national, or international laws.
10.3. The Courts of England and Wales shall have [exclusive] jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
11 Contact Information
11.1. If you have any questions about this Agreement, please contact us at office@inventry.co.uk
12 Entire Agreement
12.1. The Agreement constitutes the entire agreement between you and InVentry Limited regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between you and InVentry Limited. You may be subject to additional terms and conditions that apply when you use or purchase other InVentry Limited’s services, which InVentry Limited will provide to you at the time of such use or purchase.
Version 2.0 – 12th March 2025
