Terms and Conditions

These Terms of this Software Products and Services Agreement (“Agreement”) govern the provision of NE6 Limited’s Software and Software Services, and are accepted by You whenever you download, access, or use any such Software and/or Software Ser- vice.

In this Agreement:
“You” refers to (i) your company, if you are using Products as an employee or agent of the company, or (ii) you personally, if you are an individual. “NE6 Limited” or “we” refers to NE6 Limited, a UK-based company, and any of its affili- ated entities.
Other capitalised terms in this Agreement are defined in clause 1.1.

We may update the terms of this Agreement from time to time and will maintain the most current version on our website. Please regularly visit this website to stay in- formed about your rights and obligations. Your continued use of any Product signifies your acceptance of the most recent version of this Agreement.

  1. Interpretation
    1. Definitions

      The following definitions apply unless otherwise stated:

      NE6 Systems refers to any information technology systems owned or controlled by NE6 Limited.

      Business Day means a day other than a Saturday, Sunday or public holiday in the UK.

      Claim includes any allegation, debt, liability, claim, proceeding, suit, or demand of any nature, regardless of how it arises or its legal basis.

      Confidential Information relates to NE6 Limited and includes all information in any form, but excludes information that becomes public knowledge through no breach of this Agreement.

      Customer means any customer or client of Yours.

      Government Agency includes any governmental, semi-governmental, administrative, fiscal, judicial, or quasi-judicial body, department, commission, authority, tribunal, agency, or entity.

      Intellectual Property Rights encompass all current and future registered and unregis- tered rights related to copyright, designs, trademarks, trade secrets, patents, and all other forms of intellectual property.

      Open Source Software refers to Software (or a component of Software) subject to an open source license.

      Personal Data means any data that contains personal information as defined by the UK Data Protection Act 2018.

      Product refers to Software and/or a Software Service, as applicable.

      Software is any NE6 Limited software that You order, download, use, or is provided to You by NE6 Limited, including updates, supplementary software, and embedded soft- ware.

      Software Service is an online software service provided by NE6 Limited.

      Supplementary Software includes add-ons, plug-ins, or internet-based components of Software provided by NE6 Limited (excluding third-party software).

      Trial Software is provided for trial or evaluation purposes only.

      Unlawful Material includes any material that is illegal or could be considered harmful, defamatory, obscene, or offensive, including material that promotes illegal activity or discrimination.

      Updates refer to new versions, patches, upgrades, and other updates for the Products provided under this Agreement.

      User includes You and Your employees.

      Virus means any software, code, file, or program that may adversely affect the opera- tion of any computer software, hardware, network, service, or device.

      Your Data is data inputted into the Product by You or Users, including Personal Data.

      Your System includes any information technology systems owned or controlled by You.

    2. General Terms

      General terms are interpreted as follows unless a contrary intention is shown:

      • Variations or replacements of documents include any variation or replacement.
      • References to clauses, annexes, schedules, etc., refer to those in this Agreement.
      • Statutes and laws include all related regulations, amendments, re-enactments, or replacements.
      • Singular includes plural and vice versa.
      • The word "person" includes various entities and governmental agencies.
      • Specific terms have corresponding meanings across grammatical forms.
      • References to a day mean a calendar day.

    3. Headings

      Headings are for convenience only and do not affect interpretation.

  2. Software
    1. Licence

      Subject to compliance with this Agreement:

      • We grant a limited, non-exclusive, non-sub-licensable license to use the Software for its intended purpose.
      • The Software may be installed on up to two devices per User. Additional Users require separate orders.
      • You must not alter NE6 Limited's branding or intellectual property in the Software.

    2. Trial Software

      Trial Software is offered for internal evaluation and may have limited functionality. Following the trial period, all copies must be deleted.

    3. Open Source Software

      Some Software may include Open Source Software, subject to its specific license terms.

    4. Embedded Software

      Embedded Software is governed by third-party terms or, where none are provided, by this Agreement.

  3. Software Services
    1. Supply

      We will make reasonable efforts to provide the Software Service, and You must prevent unauthorised access and use.

  4. Your Data
    1. Ownership

      You retain ownership of Your Data.

    2. Licence

      You grant NE6 Limited a licence to use Your Data to provide and improve the Products.

    3. Loss or Damage

      We will attempt to restore lost or damaged data from our latest backup, but are not responsible for any loss not within our control.

    4. Personal Data

      We will process Personal Data in accordance with this Agreement and applicable laws.

  5. Your Obligations

    You must ensure proper use of the Product and compliance with this Agreement.

  6. Intellectual Property and Audit
    1. Title

      Intellectual Property Rights in the Products remain with NE6 Limited.

    2. Feedback

      Any Feedback You provide may be used by us freely.

    3. Restrictions

      You must not copy, modify, reverse engineer, or use the Product for High Risk Use.

    4. Audit

      You agree to provide information and allow audits to verify compliance with this Agreement.

  7. Warranties and Indemnities
    1. You warrant your capacity to enter this Agreement.
    2. You indemnify NE6 Limited against breaches relating to Personal Data and Confidential Information.
  8. Limitations of Liability
    1. We exclude certain warranties and limit liability to the greater of £10 or fees paid.
  9. Confidentiality

    You must protect Confidential Information and use it only for purposes related to this Agreement.

  10. Termination

    We may terminate this Agreement, ceasing all rights and licenses. Certain clauses survive termination.

  11. Dispute Resolution

    Disputes must be addressed through written notice and good faith negotiation before legal proceedings.

  12. Force Majeure

    We are not liable for delays or failures due to circumstances beyond our control.

  13. Notices

    Notices must be in writing and delivered as specified in this Agreement.

  14. Assignment

    You cannot transfer your rights or obligations under this Agreement.

  15. Miscellaneous

    Various miscellaneous terms apply, including exclusion of the UN Convention on the Sale of Goods and compliance with export restrictions.

  16. General

    This Agreement is comprehensive and binding, and its terms are cumulative.

  17. Governing Law

    This Agreement is governed by English law, and disputes are subject to the jurisdiction of English courts.