Terms & Conditions 

The use of this website is subject to the following terms of use:

The content of the pages of this website is for your general information and use only. It is subject to change without notice.

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This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.

All trade marks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.
Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.

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AdminBase Software Licence Agreement

PLEASE READ THIS CAREFULLY BEFORE CONTINUING

BY RUNNING ADMINBASE YOU ARE AGREEING TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT AND AGREE TO BECOME A LICENSEE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT YOU SHOULD UNINSTALL THE SOFTWARE.

When you accept the terms and conditions of this Licence Agreement by installing AdminBase (the “Licensor”) shall immediately grant you (the “Licensee”) a limited, non-exclusive, non-transferrable licence to Use AdminBase and any and all accompanying documentation (the “Software”) on a maximum of 1 Computer, subject to the terms and conditions of this Licence Agreement. You may not transfer the Software electronically from one computer to another and may not distribute it over a network.

1. Use of the Software

1. In this Licence Agreement, “Use” shall be defined as including the installation of the Software by copying, transmitting or loading it into the permanent memory of a computer or other device (each a “Computer”) for the processing of the system instructions or statements contained in the Software. “Use” shall also include copying the Software in machine-readable form for the purposes of understanding the contents of such machine-readable material (which may be known as reverse-engineering)
2. A maximum of 1 copy of the Software may be made for back-up and/or disaster recovery purposes.

2. Nature of the Software

The Software is commercially licensed software. It is not open-source, freeware or shareware. The licence fee payable for Use of the Software in accordance with this Licence Agreement is according to our list price.

3. Licensee’s Undertakings

By accepting the terms and conditions of this Licence Agreement you hereby undertake:

1. Not to copy the Software except as permitted by sub-Clause 1.2;
2. Not to disassemble, decompile or otherwise reverse-engineer the Software;
3. Not to Use the Software on more than 1 Computer(s) at any one time in violation of this Licence Agreement;
4. To ensure that your employees, agents and other parties under your control who will use the Software do so in accordance with the terms and conditions of this Licence Agreement and are accordingly notified of the same;
5. To reproduce and include any and all copyright notices of the Licensor as they appear in or on the Software and any and all copies thereof;
6. Not to permit or facilitate the Use of the Software in any manner which would constitute a breach of the terms and conditions of this Licence Agreement;
7. Not to place or distribute the Software on any website, ftp server or similar location without the express prior written consent of the Licensor; and
8. Not to Use the Software for any purpose which may be deemed immoral, illegal, offensive, threatening, abusive or otherwise harmful.

4. Transferring the Software

1. The Software is licensed only to you. You may not rent, lease, sub-licence, sell, assign, pledge, transfer or otherwise dispose of the Software, on a temporary or permanent basis, without the prior written consent of the Licensor.

5. Limited Warranty

1. Subject to the limitations and exclusions of liability below, the Licensor warrants that the Software will materially conform with any documentation that accompanies it and with any specifications or descriptions provided by the Licensor.
2. Subject to sub-Clause 5.1, the Software is provided “as is” without any warranty of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
3. The Licensor does not warrant that the Software will be error-free or that such errors will be corrected and the Licensee is solely responsible for all costs and expenses associated with the rectification, repair or damage caused by such errors.
4. The Licensor shall not be liable if the Software fails to operate in accordance with the limited warranty set out in sub-Clause 5.1 as a result of any modification, variation or addition to the Software not performed by the Licensor or caused by any abuse, corruption or incorrect use of the Software, including use of the Software with equipment or other software which is incompatible.
5. In the event that the Licensor incurs any liability of any kind, that liability shall be limited to the licence fee paid by the Licensee for the Software. Nothing in this Clause 5 nor in the remainder of this Licence Agreement shall limit or exclude the Licensor’s liability for death or personal injury arising out of the Licensor’s negligence nor for fraudulent misrepresentation.

6. Your Statutory Rights

This Licence Agreement gives you specific legal rights and you may also have other rights that vary from one country to another. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the limitations and exclusions included in this Licence Agreement may not apply to you. Other jurisdictions do allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions included in this Licence Agreement shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. If any part of the limitations or exclusions in this Licence Agreement is held to be void or unenforceable, such part shall be deemed to be deleted from this Licence Agreement and the remainder of the limitation or exclusion shall continue in full force and effect. Any rights that you may have as a consumer (i.e. a purchaser for private as opposed to business, academic or government use) are not affected.

7. Intellectual Property Rights

The Software and related documentation are copyright works of authorship and are also protected under applicable database laws. The Licensor retains ownership of the Software, all subsequent copies of the Software and all intellectual property rights subsisting therein, regardless of the form in which such copies may exist. This Licence Agreement is not a sale of the original Software or any copies thereof.

8. Term and Termination

1. This Licence Agreement is effective until terminated. You may terminate it at any time by destroying the Software together with all copies in any form.
2. This Licence Agreement shall also terminate upon conditions set out elsewhere in this Licence Agreement or if you fail to comply with of the terms and conditions of this Licence Agreement.
3. You agree that, upon such termination, you will destroy the Software including any copies in whatever form.

9. General

1. Each party irrevocably agrees that the courts of the country of registration of the Licensor, its subsidiary office, or reseller which issues an invoice for the Software, shall have exclusive jurisdiction to resolve any controversy or claim of whatever nature arising out of or in relation to this Licence Agreement and the place of performance of this Licence Agreement shall be that country and the laws of that country shall govern such controversy or claim.
2. This Licence Agreement constitutes the complete and exclusive statement of the Licence Agreement between the Licensor and you with respect to the subject matter of this Licence Agreement and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter.
3. Any Clause in this Licence Agreement that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this Licence Agreement shall not be affected by that deletion.
4. Failure or neglect by either party to exercise any of its rights or remedies under this Licence agreement will not be construed as a waiver of that party’s rights nor in any way affect the validity off the whole or part of this Licence Agreement nor prejudice that party’s right to take subsequent action.
5. This Licence Agreement is personal to you and you may not assign, transfer, sub-contract or otherwise part with this Licence Agreement or any right or obligation under it without the Licensor’s prior written consent.
   Any questions concerning this Licence Agreement or the Software should be directed to the Licensor. Contact details are available from www.abinitiosoftware.co.uk/contact

Any questions concerning this Licence Agreement or the Software should be directed to the Licensor. Contact details are available from here.

This statement describes Ab Initio’s GDPR compliance

Introduction

The General Data Protection Regulation (GDPR) comes into force on May 25, 2018. The GDPR applies to both individuals and businesses and along with existing data privacy legislation, it regulates the way in which personal data of EU citizens should be handled and harmonizes data privacy legislation across the EU.

Ab Initio’s role under GDPR

A ‘data controller’ is an entity that controls how and why personal data is processed and a ‘data processor’ uses, handles or works with the data under the instruction of the controller. Ab Initio is both a data controller and data processor for the purpose of existing data privacy legislation and GDPR.

How GDPR impacts Ab Initio

The company has undertaken a full review of our internal security controls and data protection mechanisms to ensure that they meet or exceed GDPR requirements.

The key elements include:

• A review of where data resides, how it is secured and who can access or change this data
• Updates to our internal security processes to meet GDPR requirements including processes associated with incident response, secure development and third party compliance
• Updates to internal policies to address changes in legislation;
• A review of the contractual terms that govern the relationship between Ab Initio and its customers and suppliers

How will GDPR impact how Ab Initio does business?

To comply with GDPR Ab Initio is amending our existing Terms and Conditions, the document which sets out each party’s obligations in relation to data protection. In incorporating these updates in the Terms and Conditions, the document sets out in more detail, each party’s responsibilities in relation to how and for what reason either party is collecting, using or handling personal data.

1 – How can Ab Initio make this change?

GDPR contains a legal requirement obliging organisations to update existing contracts which deal with data protection to a more detailed standard. Ab Initio’s Terms and Conditions have been updated to reflect any changes in your contract with us and are available to view on our website.

2 – Why is Ab Initio making this change?

GDPR contains a legal requirement obliging organisations to update existing contracts that deal with data protection to a more detailed standard including statements on (i) how the parties will deal with data breaches, (ii) the assistance they will give to each other, (iii) the responsibility they have to each other.

3 – When will the changes come into effect?

The GDPR came into effect on 25th May 2018.

4 – Will this change happen every year?

No, this is a one off change.

5 – What do I need to do know?

You should read and ensure you understand and will abide by the terms contained in the amendment to your terms. You should file the amendment somewhere safe, along with your Terms and Conditions so that you can refer to them whenever necessary.

AdminBase Support Terms and Conditions

AdminBase Monthly Subscription

Terms and Conditions

1. Introduction

This agreement sets out the terms and conditions of your AdminBase Contract until this agreement is terminated under Section 4. Throughout the period of this agreement the software remains our property.

2. Definitions

In this Agreement, the following words and phrases shall, unless the context otherwise requires have the following meanings:-

1. Ab Initio; We – Ab Initio Systems Ltd of Broxhead House, 60 Barbados Road, Bordon. GU35 0FX
2. Customer; You – The person, group of people, or company, who receive AdminBase from Ab Initio under the terms of this Agreement
3. Non-hosted – AdminBase software and data files are installed on the Customers hardware and network
4. Hosted – AdminBase software and data are hosted on servers provided by Ab Initio Systems Ltd and accessed by the customer via Remote Desktop Services.

3. Our Responsibilities to You

1. INSTALLATION (NON-HOSTED)– We will remotely install the AdminBase software onto your computer(s). If you wish to have AdminBase installed on more than one computer, it is your responsibility to make sure a working network is in place prior to our installing the software. Note the contract is priced according to the number of users.
2. INSTALLATION (HOSTED) – We will install the AdminBase software onto our servers and provide you with user names and passwords to access the software.
3. TRAINING – We will provide remote training on the software free of charge as and when required by you up to a maximum of two days (16 hours). If you prefer us to carry out training on your premises this will be charged for at the current daily on-site rate.
4. UPDATES (NON HOSTED)- We will make available maintenance updates for download from our website as and when they become available throughout the period of your agreement.
5. UPDATES (HOSTED) – We will update the software for you on our servers as and when they become available throughout the period of your agreement.
   6. SUPPORT – We will provide you with unlimited telephone support and report customisation during the period of this agreement.
6. MODIFICATIONS – We will consider requests for modifications to the software to suit your company, but we reserve the right to refuse such requests. This does not include development of additional features. If these are required they will be charged at a price agreed between ourselves at the time.
7. CHANGES IN PAYMENT AMOUNT – We will only change the amount of your payment (a) to reflect any change in the rate of Value Added Tax or (b) after the end of the Minimum Contract Period if we give you three months prior notice of a change (c) in the event of you requesting additional user licences and/or software add-ons.

4. Your Responsibilities to Us

1. MINIMUM TERM – You agree to pay for AdminBase for a minimum period of 12 months.
2. PAYMENTS – Payments must be made on or before the monthly due date. Failure to do so will render the software unusable and support will be withheld until payment is received to bring the account up to date.
3. REDUCING USERS – If this agreement is for more than one AdminBase user you may reduce the number of users by giving us at least one months written notice ending on a normal payment date after the end of the Minimum Contract Term.
4. CARE – You must ensure that the software is used as intended and according to the instructions we will give you.
5. COPYRIGHT – The software is protected by copyright and you must not copy it for use on any other computer without our prior agreement.
6. ASSIGNMENT – You may not assign or try to assign any or all of your rights and responsibilities under the Agreement. Ownership of AdminBase licenses are not transferable to any other person or company under any circumstances.

5. Ending the Agreement

1. NOTICE – You may end the agreement by giving us at least one month’s written notice ending on a normal payment date after the end of the Minimum Term. You must pay us any amounts due up to the date on which the agreement ends. If you wish to end the agreement before the end of the Minimum Term, then the payment for remaining months at the monthly payment amount will be due before the agreement can be terminated.

6. Data Protection – applicable to HOSTED only

1. As between the parties the Customer shall own all Intellectual Property Rights in the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
2. Subject to the remaining provisions of this Clause 11, in the event of any loss or damage to Customer Data by Ab Initio, the Customer’s sole and exclusive remedy shall be for Ab Initio to use reasonable endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Ab Initio. Without limitation to the foregoing, Ab Initio shall not be liable for any loss, destruction, alteration or disclosure of Customer Data caused by any third party not under its direct control.
3. If Ab Initio processes any Personal Data (as defined in Data Protection Legislation) on the Customer’s behalf when performing its obligations under the Agreement, the parties record their intention that the Customer shall be the Data Controller and Ab Initio shall be a Data Processor of such Personal Data and in any such case each party shall comply with its respective obligations under Data Protection Legislation in respect of any Personal Data related to either party’s employees, customers and agents which comes into the receiving party’s possession. “Data Protection Legislation” means in EU countries, the EC Directive on the protection of individuals with regard to the processing of personal data, the free movement of such data (95/46/EC) (so long as it remains in effect), Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data (from the date it takes effect), and all local laws or regulations giving effect to that directive and that regulation and any successor legislation relating to the processing of personal data; the Privacy and Electronic Communications Regulations 2003; and in non-EU countries, any similar or equivalent laws, regulations or rules relating to information or data identifying individuals.
4. Without limiting the provisions of Clause (iii):
5. Ab Initio shall process Customer Data comprising of personal data (“Customer Personal Data”) only in accordance with the terms of the Agreement and any lawful instructions reasonably given by the Customer from time to time;
6. Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Customer Personal Data or its accidental loss, destruction or damage;
7. Taking into account the nature of the Services, Ab Initio shall assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the data subject’s rights under Data Protection Legislation with respect to the Customer Personal Data;
8. Ab Initio shall not transfer the Customer Personal Data to another party without the Customer’s prior written approval;
9. The Customer shall ensure that the Customer is entitled to transfer the Customer Personal Data to Ab Initio so that Ab Initio may lawfully process the Customer Personal Data in accordance with the Agreement on the Customer’s behalf;
10. Ab Initio shall keep a record of any processing of the Customer Personal Data carried out in the course of the Services together with records of Ab Initio’s compliance with its obligations under Data Protection Legislation with respect to the Customer Personal Data (“Records”);
11. Ab Initio shall provide the Customer with reasonable co-operation and assistance in relation to the Customer’s obligations under Data Protection Legislation with respect to the Customer Personal Data, taking into account the nature of the Services and the information available to Ab Initio including:
12. Any request made by a data subject to have access to the Customer Personal Data relating to that person;
13. The Customer’s obligations to report a security breach to regulators and data subjects and in the Customer’s dealings with Regulators;
14. Providing the Customer and regulators with all information and assistance necessary to demonstrate that the Services comply with Data Protection Legislation.
15. The cost of such co-operation and assistance referred to in Clause 11.5 shall be at the Customer’s sole cost unless such co-operation and assistance directly relates to Ab Initio’s breach of its obligations in the Agreement in which case such co-operation and assistance shall be at Ab Initio’s cost.
16. If Ab Initio becomes aware of any unauthorised or unlawful processing of any Customer Personal Data or that such data is lost or destroyed or has become damaged, corrupted or unusable Ab Initio shall, without undue delay, on becoming aware of any matter described in this Clause 11.7 notify the Customer.
17. Title to the Customer Data and all Intellectual Property Rights in it shall remain the property of the Customer.
18. Defined terms used in this Clause 6 shall bear the same meaning as those terms are defined in Data Protection Legislation.

7. Other

Signing of the AdminBase Agreement by the customer constitutes acceptance of the above terms and conditions.