1. Definitions and Interpretation

In this Agreement the following terms shall have the following meanings:

2. Business Customers

These Terms and Conditions apply to business customers only.

3. Intellectual Property

3.1. All Content included on the Website, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Morgan Berkeley Software Limited, our affiliates or other relevant third parties. By continuing to use the Website you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.

3.2. Subject to Clause 4 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given express written permission to do so by Morgan Berkeley Software Limited.

4. Fair Use of Intellectual Property

Material from the Website may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

5. Links to Other Websites

This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of Morgan Berkeley Software Limited or that of our affiliates. We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

6. Use of Communications Facilities

6.1. When using the enquiry form or any other System on the Website you should do so in accordance with the following rules:

6.1.a.1. You must not use obscene or vulgar language;

6.1.a.2. You must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;

6.1.a.3. The means by which you identify yourself must not violate these Terms and Conditions or any applicable laws;

6.1.a.4. You must not impersonate other people, particularly employees and representatives of Morgan Berkeley Software Limited or our affiliates; and

6.1.a.5. You must not use our System for unauthorised mass-communication such as “spam” or "junk mail".

6.2. You acknowledge that Morgan Berkeley Software Limited reserves the right to monitor any and all communications made to us or using our System.

6.3. You acknowledge that Morgan Berkeley Software Limited may retain copies of any and all communications made to us or using our System.

6.4. You acknowledge that any information you send to us through our System or post on our social media accounts may be modified by us in any way and you hereby waive your moral right to be identified as the author of such information. Any restrictions you may wish to place upon our use of such information must be communicated to us in advance and we reserve the right to reject such terms and associated information.

7. Services, Pricing and Availability

7.1. Whilst every effort has been made to ensure that all descriptions of Services available from Morgan Berkeley Software Limited correspond to the actual Services, Morgan Berkeley Software Limited is not responsible for any variations from these descriptions. This does not exclude our liability for mistakes due to negligence on our part and refers only to variations of the correct Services, not different Services altogether.

7.2. All pricing information on the Website is correct at the time of going online. Morgan Berkeley Software Limited reserves the right to change prices and alter or remove any special offers from time to time and as necessary.

7.3. All prices on the Website do not include VAT. Morgan Berkeley Software Limited’s VAT number is 131016670.

8. Provision of Services

8.1. Morgan Berkeley Software Limited shall use its best endeavours to provide the Services with reasonable skill and care.

8.2. Provision of all Services shall be subject to the Terms and Conditions pertaining directly to those Services.

9. Privacy

9.1. Use of the Website is also governed by our Privacy Policy which is incorporated into these terms and conditions by this reference. To view the Privacy Policy, please click on the link above.

9.2. The Website places the following cookies onto your computer or device. These cookies are used for the purposes described herein. Full details of the cookies used by the Website and your legal rights with respect to them are included in our Privacy Policy. By accepting these terms and conditions, you are giving consent to Morgan Berkeley Software Limited to place cookies on your computer or device. Please read the information contained in the Privacy Policy prior to acceptance.

If you wish to opt-out of our placing cookies onto your computer or device, please adjust your internet browser settings to restrict cookies as detailed in your internet browser help menu. You may also wish to delete cookies which have already been placed. For instructions on how to do this, please consult your internet browser help menu.

10. Disclaimers

10.1. Morgan Berkeley Software Limited makes no warranty or representation that the Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Service or Services.

10.2. No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.

10.3. No part of this Website is intended to constitute a contractual offer capable of acceptance.

10.4. Whilst Morgan Berkeley Software Limited uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, all Users are advised to take responsibility for their own security, that of their personal details and their computers.

11. Changes to the Service and these Terms and Conditions

Morgan Berkeley Software Limited reserves the right to change the Website, its Content or these Terms and Conditions at any time. You will be bound by any changes to the Terms and Conditions from the first time you use the Website following the changes.

12. Availability of the Website

12.1. The Service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

12.2. Morgan Berkeley Software Limited accepts no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

13. Limitation of Liability

13.1. To the maximum extent permitted by law, Morgan Berkeley Software Limited accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website or any information contained therein. Users should be aware that they use the Website and its Content at their own risk.

13.2. Nothing in these Terms and Conditions excludes or restricts liability for fraud or fraudulent misrepresentation.

13.3. Whilst every effort has been made to ensure that these Terms and Conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining Terms and Conditions. This term shall apply only within jurisdictions where a particular term is illegal.

14. No Waiver

In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

15. Previous Terms and Conditions

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

16. Third Party Rights

Nothing in these Terms and Conditions shall confer any rights upon any third party. The agreement created by these Terms and Conditions is between you and Morgan Berkeley Software Limited.

17. Law and Jurisdiction

These Terms and Conditions and the relationship between you and Morgan Berkeley Software Limited shall be governed by and construed in accordance with the Law of England and Wales and Morgan Berkeley Software Limited and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.