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Grant and scope of licence
1.1 In consideration of your ongoing payment of the licence fee (which includes the initial purchase price of the publication and the subsequent annual licence fee) and in consideration of you agreeing to abide by the terms of this Licence, the Institute hereby grants to you a limited, non-exclusive, non-transferable, revocable licence to use the Publication for your own internal business purposes only in accordance with the terms of this Licence.
1.2 All intellectual property rights in the Publication, including but not limited to copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, source code and object code, database rights, rights in confidential information (including know-how and trade secrets), patents, rights to inventions and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world (“Intellectual Property Rights”) shall be, and at all times and for all purposes remain, vested in the Institute. Risk in the Publication shall pass to the Licensee as soon as you use the Publication. You acknowledge and agree that you are getting a licence to use the Publication ‘as is’ and that the Institute is under no obligation to provide any upgrades, updates, fixes, patches or any support or maintenance services for the Publication.
1.3 By using this publication, you agree to be bound by the terms of this licence which will bind you and any other users of this publication. If you do not agree to the terms of this licence, the institute is unwilling to license the publication to you, and you must immediately delete any downloads or copies of the product and destroy any printouts of the product or portions of the product.
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Disclaimer
2.1 The Publication is a guide only and does not purport to give professional advice. It should, accordingly, not be relied upon as such. While every care has been taken by the Institute in the preparation of this Publication, the Institute does not guarantee the accuracy or veracity of any information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. Neither the publisher nor the Institute shall be liable for any economic loss or direct, indirect or consequential loss or damage, howsoever caused or arising (including, without limitation, from the negligence, breach of contract or otherwise of the Institute, its employees, servants or agents, or of the authors who contributed to the text) including but not limited to loss of business profits or contracts, business interruption, loss of revenue, loss of business opportunity, goodwill or reputation, or loss of use of money or anticipated saving, loss of information or damage to or corruption of data.
2.2 The Institute shall not be liable for damage or loss occasioned by actions by you or by any third party, in reliance upon the Publication, which result in losses incurred either by you, those for whom you act as agents, those who rely upon you for advice, or any third party, or for any breach of contract by the Institute in respect of any inaccurate, mistaken or negligent misstatement or omission contained in this Publication.
2.3 All use by you of this Publication and/or the content in the Publication is at your own risk. You assume complete responsibility for all risk of loss resulting from your use of, reference to or reliance on any information obtained from your use of this Publication. You agree that the Institute will not be liable for damages arising out of your use or your inability to use this Publication and you hereby waive any and all claims with respect thereto whether based on contract, tort or other grounds.
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Licensee’s undertakings
3.1 Except as expressly set out in this Licence or as permitted by applicable law, you undertake not to:
(a) use the Publication other than in accordance with the terms of this Licence and/or use of the Publication for a purpose for which it was not designed;
(b) permit other individuals to use the Publication except under the terms of this Licence;
(c) make any translation, modification, adaptation, arrangement or any other alteration of all or part of the Publication (save where such amendments are required to enable you to carry out assignments);
(d) disseminate, give away, hire, lease, offer or expose for sale or distribute the Software or Documentation, or another product wholly or partially derived from any of the foregoing;
(e) assign, transfer, sell, rent, charge, lease, sub-licence, loan, translate, merge, adapt vary, modify or otherwise deal in or encumber the Publication or use the Publication on behalf of any third party, or make available the same to any third party without the prior written consent of the Institute;
(f) remove or alter any copyright or other proprietary notice from the Publication;
(g) disassemble, decompile, copy, modify, adapt, reverse engineer or create derivative works based on the whole, or any part, of the Publication for any purpose except to the extent permitted by applicable law; or
(h) copy or otherwise use the Publication for the purpose of providing training or education, including using the Publication in any presentation or training course, without the prior and express written permission of the Institute, except for the purposes of purely internal training within the licensee firm.
3.2 The Licensee undertakes to supervise and control the use of the Publication and ensure that its employees and representatives use the Publication in accordance with the terms of this Licence.
3.3 The Licensee undertakes to pay the annual licence fee for use of the Publication. The annual licence fee is payable within 30 days from the date a request for payment is made by the Institute. Failure to pay the licence fee on time will amount to an automatic termination of the licence. Upon termination, the Licensee warrants:
(a) it will immediately cease to use the Publication and all activities authorised by this Licence;
(b) to immediately pay to the Institute any sums due to the Institute under this Licence; and
(c) to immediately delete any downloads or copies of the product and destroy any printouts of the product or portions of the product (and certify to the Institute that it has been deleted or destroyed).
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Intellectual property rights
4.1 You acknowledge that the Publication contains confidential information of the Institute and that all Intellectual Property Rights in and to the Publication and documentation are and shall remain the property of the Institute (and where relevant its licensees). You acknowledge that all rights in the Publication are licensed (not sold) to you, and that you have no rights in, or to, the Publication other than the right to use it in accordance with the terms of this Licence. Nothing in this Licence shall confer any rights in any Intellectual Property Rights in the Publication or the documentation on you. The integrity of the Publication may be protected by technical protection measures (“TPM”) so that the Intellectual Property Rights including, but not limited to, copyright in the Publication of the Institute are not misappropriated. To the extent the Publication is protected, you must not attempt in any way to remove or circumvent such TPM, nor to apply, manufacture, import, distribute, sell, let for hire, offer, expose or advertise for sale for hire or have in your possession for private or commercial purposes, any means whose sole reasonable purpose is to facilitate the unauthorised removal or circumvention of such TPM. The provisions of this clause shall continue to operate after the termination of this Licence. No part of this Publication shall be reproduced for resale, stored in a retrieval system for resale, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise for resale, without the prior written permission of the owner of the relevant Intellectual Property Rights.
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Integrity of data
5.1 You acknowledge that the Publication has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the content and functions of the Publication meet your requirements.
5.2 You agree that you are the best judge of the value and importance of your data and that you will be solely responsible for:
(a) instituting and operating all necessary back-up procedures, for your own benefit, to ensure that data integrity can be maintained in the event of loss of data for any reason; and
(b) taking out any insurance policy or other financial cover for loss or damage which may arise from loss of data for any reason.
5.3 Except as expressly provided herein and to the extent permitted under applicable law, all conditions and warranties (express or implied, statutory or otherwise) are hereby excluded including without limitation any warranties implied by the Sale of Goods Act, 1893 as amended, or by any other relevant consumer legislation. Without prejudice to the generality of the foregoing, the Institute does not warrant that the Publication will achieve any intended result or that the operation by you of the Publication will be uninterrupted bug or error free. To the greatest extent permitted by applicable law, the Institute excludes any warranty expressed or implied, statutory or otherwise as to the quality, accuracy, timeliness, completeness, merchantability or fitness for a particular purpose of the Publication and/ or the content of the Publication.
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Institute’s liability
6.1 Nothing in this Licence shall exclude or in any way limit the Institute’s liability for fraud, or for death and personal injury caused by its negligence, or any other liability to the extent that liability cannot be excluded or limited as a matter of law.
6.2 Subject to clause 6.1 the Institute shall not be liable under or in connection with this Licence or any collateral contract for loss of income, loss of business profits or contracts, business interruption, loss of the use of money or anticipated savings, loss of information, loss of opportunity, goodwill or reputation or loss of, damage to or corruption of data.
6.3 The Institute shall not be liable under or in connection with this Licence for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, including but not limited to loss of business profits or contracts, business interruption, loss of revenue, loss of business opportunity, goodwill or reputation, or loss of use of money or anticipated saving, loss of information or damage to or corruption of data.
6.4 The Institute expressly disclaims any and all liability for any infection by computer virus, bug, tampering, unauthorised access, intervention, alteration or use, fraud, theft, technical failure, error, omission, interruption, deletion, defect, delay, or any event or occurrence beyond the control of the Institute, which corrupts or affects the administration, security, fairness and integrity or proper conduct of any aspect of the Publication. Subject to clauses 6.1, 6.2 and 6.3, the Institute’s maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum no greater than one hundred (€100) euro.
6.5 You hereby expressly permit the Institute and its representatives, at all reasonable times and on reasonable notice, to inspect and have access to any premises at which the Publication is being kept or used, to the computer equipment located there, and to any records kept pursuant to this Licence, for the purpose of ensuring compliance with the terms of this Licence.
6.6 You hereby agree to defend, indemnify, keep indemnified and hold the Institute, its officers, directors, employees, licensors and suppliers harmless from and against any liabilities, claims, actions, proceedings, damages, judgments, losses, costs and expenses (including reasonable legal fees) arising out of your downloading, installation and use or misuse of the Publication or if any content which is distributed and/or republished by you using the Publication infringes the intellectual property rights or other proprietary rights of a third party or is illegal.
6.7 This Licence sets out the full extent of the Institute's obligations and liabilities in respect of the supply of the Publication. There are no conditions, warranties, representations or other terms, express or implied, that are binding on the Institute except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Publication which might otherwise be implied into or incorporated in this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
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Termination
7.1 This Licence is effective until terminated. The Institute may terminate this Licence immediately by written notice to you if:
(a) you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of written notice requiring you to do so; or
(b) a petition for a bankruptcy order to be made against you has been presented to the court; or the Licensee (where it is a company) becomes insolvent or unable to pay its debts (within the meaning of section 570 of the Companies Act 2014 (Republic of Ireland) / section 123 of the Insolvency Act 1986 (United Kingdom)), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or examiner, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts (within the meaning of section 570 of the Companies Act 2014 (Republic of Ireland) / section 123 of the Insolvency Act 1986 (United Kingdom)).
7.2 Upon termination or expiry of this Licence for any reason:
(a) all rights granted to you under this Licence shall cease and you must cease all activities authorised by this Licence;
(b) you must immediately pay to the Institute any sums due to the Institute under this Licence; and
(c) immediately upon termination, the Licensee shall destroy the Software and all copies of the Software (and certify to the Institute that you have done so) or immediately return the Publication to the Institute at the Institute’s request.
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Confidential information
8.1 The Publication contains confidential information of the Institute and all copyright, trademarks and all other Intellectual Property Rights in and to the Publication are and shall remain the sole and exclusive property of the Institute. Nothing in this Licence shall confer any rights in any trade name, business name or trademark of the Institute on you. The provisions of this Clause 8 shall continue to operate after the termination or expiry of this Licence.
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Miscellaneous
9.1 A waiver by the Institute of any default shall not constitute a waiver of any subsequent default. No waiver by the Institute of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing. If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law. This Licence is governed by Irish law. Any issues or dispute arising from, or related to, any term of this Licence shall be subject to the exclusive jurisdiction of the Courts of Ireland to deal with all such issues. This Licence supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof. This Licence is binding on you and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent. The Institute may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of his rights or obligations arising under it, at any time during the term of the Licence.
© The Institute of Chartered Accountants in Ireland 2021.
Chartered Accountants Ireland is the operational name of the Institute of Chartered Accountants in Ireland.
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