This End-User License Agreement (“EULA”) is a legal agreement between you and Astute Digital Solutions Ltd

This EULA agreement governs your acquisition and use of our Ref-n-Write software (“Software”) directly from Astute Digital Solutions Ltd or indirectly through Astute Digital Solutions Ltd authorized reseller or distributor (a “Reseller”).

Please read this EULA agreement carefully before completing the installation process and using the Ref-n-Write software. It provides a license to use the Ref-n-Write software and contains warranty information and liability disclaimers.

If you register for a free trial of the Ref-n-Write software, this EULA agreement will also govern that trial. By clicking “accept” or installing and/or using the Ref-n-Write software, you are confirming your acceptance of the Software and agreeing to become bound by the terms of this EULA agreement.

If you are entering into this EULA agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority or if you do not agree with the terms and conditions of this EULA agreement, do not install or use the Software, and you must not accept this EULA agreement.

This EULA agreement shall apply only to the Software supplied by Astute Digital Solutions Ltd herewith regardless of whether other software is referred to or described herein. The terms also apply to any Astute Digital Solutions Ltd updates, supplements, Internet-based services, and support services for the Software, unless other terms accompany those items on delivery. If so, those terms apply.

Subscription and License Grant

Astute Digital Solutions Ltd hereby grants you a personal, non-transferable, non-exclusive license to use the Ref-n-Write software on your devices in accordance with the terms of this EULA agreement; provided that You have paid the agreed Fee and adhere to the terms of this Agreement. You acquire a user subscription and do not own the Services in any way.

You are permitted to load the Ref-n-Write software (for example a PC, laptop, mobile or tablet) under your control. You are responsible for ensuring your device meets the minimum requirements of the Ref-n-Write software.

In case of a Trial Version or Test Version of the Service, You may use the specified Service only, and restricted to the timeframe You were explicitly authorized to evaluate, use or test such Service

You are not permitted to:

  • Edit, alter, modify, adapt, translate or otherwise change the whole or any part of the Software nor permit the whole or any part of the Software to be combined with or become incorporated in any other software, nor decompile, disassemble or reverse engineer the Software or attempt to do any such things
  • Reproduce, copy, distribute, resell or otherwise use the Software for any commercial purpose
  • Allow any third party to use the Software on behalf of or for the benefit of any third party
  • Use the Software in any way which breaches any applicable local, national or international law
  • use the Software for any purpose that Astute Digital Solutions Ltd considers is a breach of this EULA agreement

User Management

Upon the establishment  of  a  subscription by providing a valid email address either on the website or through our resellers,  one  or  more licenses may  be  generated  in connection with such subscription (“Credentials”). The Credentials are used to authenticate the End User and thereby  allow  access  to  the  Services,  including  any  of  your  data  stored  as  part  of  the  Services. Subscription is issued Per Named User.  A “Named User” in  this  respect  shall  mean  a  specific  individual  authorized  to  use  the  Service  through  the assignment of a single user ID (email address) and licence, regardless of whether or not the individual is using the Service at any given time.  

 You are solely responsible for maintaining the confidentiality of the Credentials and may not transfer or share the Credentials with any third parties. You acknowledge and agree that Astute Digital Solutions Ltd and its licensors and suppliers may rely on the Credentials as the sole test to control whether End Users accessing and using the Services on your behalf are authorized to do so. You are fully liable for any act or omission of any End Users that access or use the Services with  the  Credentials  or  otherwise  through  your  account.  You  will:  (a)  notify  Astute Digital Solutions Ltd  immediately  of any unauthorized  use  of  any  Credentials  or  account  or  any  other  known  or  suspected  breach  of  security;  (b)  not impersonate another End User or provide false identity information to gain access to or use the Service; and (c) be  solely  responsible  for  the  accuracy,  quality,  integrity,  legality,  reliability,  appropriateness,  and  intellectual property ownership and right to use all data submitted by you in the course of receiving the Services.

Limitation of Liability

Under no circumstances shall company or its affiliates, partners, supplies or licensors be liable for any direct, incidental, consequential, special or exemplary damaging arising out of or in connection with your access or use of or inability to access or use the application and any third part content and services, whether or not the damages were foreseeable and whether or not company was advised of the possibility of such damages. This includes any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses. Without limiting the generality of the foregoing, company’s aggregate liability to you (whether under contract, tort, statute or otherwise) shall not exceed in aggregate the sum of the fees paid to licensor for the service or software. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. 

Disclaimer of Warranties

The Software is provided on an AS IS basis, without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of the Software is borne by you. Should the Software prove defective, you and not Astute Digital Solutions Ltd assume the entire cost of any service and repair.

No  oral  or  written  information  or  advice  given  by  Astute Digital Solutions Ltd,  its  suppliers  and  resellers  or  employees  shall create a warranty for Astute Digital Solutions Ltd or in any way increase the scope of any warranty provided herein.

Astute Digital Solutions Ltd reserves the right to make changes, modifications and enhancements to the Services from time to time. In the event the change or modification is to documented functionality.

Intellectual Property and Ownership

Astute Digital Solutions Ltd shall at all times retain ownership of the Software as originally downloaded by you and all subsequent downloads of the Software by you. The Software (and the copyright, and other intellectual property rights of whatever nature in the Software, including any modifications made thereto) are and shall remain the property of Astute Digital Solutions Ltd.

Astute Digital Solutions Ltd reserves the right to grant licenses to use the Software to third parties.

General Service Conditions

Licensee acknowledges  that  the  Ref-n-Write is  hosted  on  the  Ionos  Platform  and  are subject    to    the    terms    and    conditions    of  Ionos for  the Third-Party    Services, found    at: https://www.ionos.co.uk/terms-gtc/terms-and-conditions/.

We may create reasonable technical limits on Your content, such as limits on file size of documents uploaded to the cloud server (10 MB), processing capacity, and other technical limits. Astute Digital Solutions Ltd reserves the right to momentarily interrupt the Service for testing, maintenance, traffic performance enhancement or other purposes. Astute Digital Solutions Ltd.’s goal is to schedule planned maintenance of its technical platform during non-peak usage hours, but cannot guarantee that this is always the case. Ref-n-Write’s uptime depends on the performance of Ionos platform on which it is hosted. In general, during maintenance  periods,  access  and  use  of  the  Service  may  be  temporarily  suspended  or degraded.

You  are  responsible  for  all  activity  that  occurs  via  Your  Service  account.  Please  notify  Customer  Support immediately if You become aware of any unauthorized use of Your Service account. You may not (a) share Your account information (except with an authorized account administrator) or (b) use another person’s account. Your account administrator may use Your account information to manage Your use and access to the Services.

Astute Digital Solutions Ltd’s  Services  may  be  subject  to  limitations,  delays,  and  other  problems  external  to  Astute Digital Solutions Ltd  inherent in the use of the internet and electronic communications. Notwithstanding the foregoing, Astute Digital Solutions Ltd shall  use  reasonable  and  industry  best  practices  standard  technical  means  to  reduce  and  limit  the  impacts  of such problems, but Astute Digital Solutions Ltd disclaims any and all responsibility for delays, delivery failures, or other damage resulting from such problems

Data Protection and Security

As between the Parties, the Customer Data used, issued, processed, hosted, safeguarded or stored by us at Your request, are and shall remain Your sole property. You have the full right to request removal of your data from our servers. Please read out privacy policy, found at: https://www.ref-n-write.com/trial/privacy-policy/

Astute Digital Solution Ltd’s use of Customer Data shall be limited to the purpose of providing the Service to the Licensee and for Astute Digital Solution Ltd to meet its contractual obligations hereunder. Astute Digital Solution Ltd will retain Customer and license details who have paid  subscription in the database indefinitely for auditing purposes. For free accounts, Astute Digital Solution Ltd retains the right to delete the full account (including User accounts and Customer Data) after ninety(90) calendar days of being unused or upon expiration of any free trial period. Licensee acknowledges that any Customer Data, including Documents and personal  data  of End  Users  of  the Services may be stored on servers at different locations in order to prevent a platform failure. These servers are operated by Ionos under the terms and conditions of the Ionos platform found at: https://www.ionos.co.uk/terms-gtc/terms-and-conditions/

Please note that Ionos commits to adherence to the GDPR and the EU Model Clauses for their online service.

We will not access, view, or listen to any of Your Customer Data or content, except as reasonably necessary to perform the Services. Actions reasonably necessary to perform the Services may include (but are not limited to) (a)  responding  to  support  requests  and  ensuring  encryption  or  other  appropriate  technical  measures;  (b) detecting,  preventing,  or  otherwise  addressing  fraud,  security,  unlawful,  or  technical  issues;  (c)  when  it  is required by law (such as when we receive a valid subpoena or search warrant); (d) when we, in our discretion, think it is necessary to protect the rights, property, or personal safety of us, our users, or the public and (e) for enforcing these terms and our contractual rights and obligations

Termination

This EULA agreement is effective from the date you first use the Software and shall continue until terminated, or until the trial or paid subscription expires. You may terminate it at any time upon written notice to Astute Digital Solutions Ltd, or by uninstalling the software from your computer.

It will also terminate immediately if you fail to comply with any term of this EULA agreement. Upon such termination, the licenses granted by this EULA agreement will immediately terminate and you agree to stop all access and use of the Software. The provisions that by their nature continue and survive will survive any termination of this EULA agreement.

Either party may terminate this Agreement if the other party breaches  any  material  term  of  this Agreement and fails to cure such breach within ten (10) days after delivery of notice of such breach. In addition to any other rights granted to Astute Digital Solutions Ltd herein, Astute Digital Solutions Ltd reserves the right to suspend any UserAccount  immediately,  and/or  terminate  this  Agreement  and Licensee’s access to the Service if Licensee’s account becomes delinquent and this status is uncured for a period of forty-eight (48)hours.

Upon termination of a subscription, Licensee must immediately uninstall and delete any component or access to the Service,  and  destroy  all  accompanying  Documentation  and  all  copies  thereof  (including copies stored in computer memory)

Governing Law

This EULA agreement, and any dispute arising out of or in connection with this EULA agreement, shall be governed by and construed in accordance with the laws of gb.