Total Accommodation Booking System Software Licence Agreement - Cloud-based version (tabs2)

1. Introduction

1.1  This Licence Agreement (“Agreement”) is made between you (the “licensee”) and tabs. tabs is a trading entity of The Original Cottage Company Ltd, which is a company registered in England and Wales (registration number 06951692), whose registered office is at Bank House, Market Place, Reepham, Norwich, NR10 4JJ. Please read these terms and conditions carefully before using any software and applicable documentation as they contain important information about your rights and obligations. It governs your use of the product and related documentation supplied to you by tabs. In particular, we draw your attention to clause 5 (data protection) and clause 9 (limitation of liability).

1.2  The tabs2 system (the “product”) is configured as a Software as a Service (SaaS) product where a cloud-based multi-tenanted system is operated, managed and supported by tabs’ central resources. This allows tabs to provide a robust, secure and technically advanced platform for licensees to operate their cottage rental business without the need to invest extra resources in support infrastructure.

1.3  By accessing and using the product you agree to be legally bound by this Licence Agreement as it may be modified and posted on our website from time to time.

1.4  If you do not wish to be bound by this Agreement, then you may not access or use the product. tabs grants to you a non-exclusive licence to use tabs2 provided that you agree to the following:

 

2. Ownership of the Product

2.1  The product is owned and copyrighted by tabs.

2.2  The product is licensed, not sold. As Licensee, you may own / lease the hardware and browser from which the product is accessed, but tabs retains title and ownership of the product as recorded on the original media and all subsequent copies of the operating software, regardless of the form or media in which or on which the original and other copies may exist. Your licence confers no title to or ownership of the product and is not a sale of any rights in the product. 

 

3. Restrictions on use

3.1  You shall not copy any written documentation accompanying the product.

3.2  You shall not disable any licensing or control features of the product.

3.3  You may not provide access to the product to any third party without the prior written agreement of tabs, except where required by applicable law.

3.4  In the event of a change of control of the Licensee, this Agreement shall automatically terminate except where tabs consents in writing, prior to such a change of control. For the purposes of this Agreement, a change of control means a change in the direct or indirect beneficial ownership of the Licensee and/or its immediate, intermediate or ultimate parent undertaking.

3.5  Where consent as referred to in clause 3.4 is given by tabs, the rights to the license may transfer on a permanent basis to the new controlling party, provided that the new controlling party reads and accepts (in writing to tabs) the terms and conditions of this Agreement (revised as tabs sees fit), the new controlling party agrees to all other reasonable transfer requirements. tabs reserves the right to renegotiate existing terms with any new Licensee.

3.6  You shall not use the product in any way other than in a manner specifically licensed under this Agreement.

3.7  You agree to exercise all due care and attention in the use of passwords associated with the use of the product. This includes compliance with accepted good practices in the use of passwords, including their non-disclosure to persons not licensed to use the product.

 

4. Title, Copyright and Trademark Rights

4.1  The product (including but not limited to any images, photographs, animations, video, audio, music, text, and software elements incorporated into the product) and any copies that you make are the intellectual property of, and are owned by, tabs.

4.2  The copyright, patents, trademarks and all other intellectual property rights in the product and related documentation are owned by and remain the property of tabs and are protected by national laws and international treaty provisions. You do not obtain any rights in the product other than those expressly granted in this Agreement.

 

5. Data Protection

5.1  The General Data Protection Regulation (the “GDPR”) fully defines personal data, together with the roles and responsibilities of data controllers, data processors and sub-processors in the processing of personal data.

5.2  As a tabs licensee, you will be the data controller for all data that you enter into your tabs system.

5.3  tabs will be the data processor for all aspects of the tabs system.

5.4  tabs hereby fully commits to comply with the requirements of Article 28 of the GDPR whilst acting as the data processor to the licensee acting as data controller.

5.5  tabs will ensure that appropriate technical and system-related measures are implemented in order to demonstrate that tabs2 processing complies with the requirements of the GDPR.

5.6  tabs will ensure that all data is stored and processed within the EEA. If, in exceptional circumstances such as disaster recovery, data is required to be transferred outside the EEA on a short-term basis this will be done with all necessary controls in place to ensure that the data is protected.

5.7  On termination of this agreement all licensee data will be returned to the licensee or destroyed as requested by the licensee.

 

6. Other Rights And Limitations

6.1  tabs will provide you with support services related to the implementation of tabs2 (“Support Services”). Use of Support Services is governed by tabs policies.

6.2  With respect to technical information you provide to tabs as part of the Support Services, tabs may use such information for its business purposes, including for product support and development. tabs will not utilise such technical information in a form that identifies you.

6.3  tabs agree to provide support services during normal business hours, that is 9:00am until 5:00pm Monday to Friday and additionally on Saturdays between 9:00am and 1:00pm (all excluding Bank or Public Holidays). Should there be any planned interruption in support services, then tabs will notify you at least 48 hours prior to disruption. Notification will be given as outlined in Clause 14.

 

7. Termination

7.1  This Agreement is effective until terminated. This Agreement and your rights to use the product terminate automatically if you violate any part of this Agreement. Upon any termination, including termination by you, your access rights to the product will be revoked.

7.2  Without prejudice to any other rights, tabs may terminate this Agreement without notice if you fail to comply with the terms and conditions of this Agreement.

7.3  Termination will also automatically occur if you cease to use the system. It will be deemed that the system is not in use if the quarterly license fee is not paid in full within thirty (30) days of the due date.

 

8. Update policy

8.1  All SaaS products are subject to continuous updating and development.

8.2  All updates will be designed, tested and signed off in a development environment prior to release into the live environment.

8.3   tabs will provide advance notification of all material changes to the product.

 

9. Limitation of liability

9.1  Nothing in this Agreement shall limit tabs’ liability for:

9.1.1  fraud or other criminal act;

9.1.2  personal injury or death caused by our negligence;

9.1.3  any other liability that cannot be excluded by law.

9.2  tabs has made full and reasonable checks of the product to confirm that it will perform as expected during normal use on compatible browsers and equipment. However, due to the inherently complex nature of computer software, tabs does not warrant that the product is error-free, will operate without limitation, is compatible with all equipment and software configurations, or will otherwise meet your needs.

9.3  Subject to clause 9.1, tabs accepts no liability for any indirect or consequential loss or damage, or for any loss of data, profit, revenue, anticipated savings or business, however caused and even if foreseeable or made known to tabs.

9.4  Except as provided in clause 9.1, tabs’ maximum liability for any cause whatsoever will be limited to the quarterly license fee paid. This limitation applies to anything related to the product, services or content (including code) as well as claims for breach of contract, breach of warranty, guarantee or condition, negligence, or other tort to the extent permitted by applicable law.

 

10. Non-Disclosure

10.1  As part of its technical support and maintenance commitment, tabs may have a requirement to access your database. The information / data held in the tabs database is deemed to be confidential to you and as such is held to be legally privileged confidential information. tabs warrants that:

10.1.1  tabs will not divulge any of the information in your tabs database to any third party without your prior consent.

10.1.2  tabs and or its personnel may only access the database for the sole purposes of supporting the software installation.

10.1.3  It is expressly forbidden for tabs, its personnel or any related party to tabs to access, retain or use in any way your data or databases, save with your express permission or your authorised personnel, such permissions being granted solely for the purposes of supporting the software installation.

10.1.4  Any use or disclosure of the contents without such permission is unauthorised and may be unlawful.

 

11. Severability

11.1  You may not assign this Agreement nor any of its rights or obligations hereunder nor sub-licence the use (in whole or in part) of the product without prior written consent from tabs, except as provided in clause 3.4.

 

12. Compliance with Licences

12.1  You agree that upon request from tabs or its authorised representative, you will within thirty (30) days fully document and certify that your use of any and all tabs product at the time of the request is in conformity with your valid licences from tabs.

12.2  tabs retains the right to enter your premises to check that the product is being used in accordance with the terms set out in this Agreement. 

 

13. Assignment

13.1  You may not assign this Agreement nor any of its rights or obligations hereunder nor sub-licence the use (in whole or in part) of the product without prior written consent from tabs, except as provided in clause 3.4.

 

14. Notices

14.1  All notices shall be given:

14.1.1  to tabs via e-mail at support@tabs-software.co.uk;

14.1.2  to you at either the e-mail or postal address you provide during any ordering process.

14.2  Notice will be deemed received when an e-mail is received in full (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or 3 days after the date of posting.

 

15. Governing Law

15.1  This Agreement will be governed by and construed in accordance with the substantive laws of England whose courts shall have jurisdiction over all disputes relating to this Agreement. 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.

 

16. Contact Details

16.1  tabs is based in Bank House, Reepham, Norfolk, NR10 4JJ, United Kingdom. The main telephone number is 0845 055 0714.

 

17. Entire Agreement

17.1  This is the entire agreement between tabs and you relating to the product and it supersedes any prior representations, discussions, undertakings, end user licence agreements, communications or advertising relating to the product.

 

tabs Copyright © 2018 April 2018 Edition