End user license agreement
11 November 2024 (updated 30 April 2025) SAAS License only - Software Maintenance provisions dealt with in a separate SLA agreement.
End User License Agreement
SAAS Agreement for cloud-based software
BY ACCESSING AND/OR USING THIS SOFTWARE AS A SERVICE YOU AGREE TO THE TERMS OF THIS LICENSE WHICH WILL BIND YOU, THE COMPANY ON WHOSE BEHALF YOU ARE ENTERING INTO THIS LICENSE AGREEMENT, AND ITS EMPLOYEES, AS APPLICABLE.
THIS LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN HOTTINGER BRUEL & KJAER UK LTD, A COMPANY INCORPORATED IN THE UNITED KINGDOM, WHOSE REGISTERED NUMBER IS 1589921 AND WHOSE REGISTERED OFFICE IS AT TECHNOLOGY CENTRE, ADVANCED MANUFACTURING PARK, BRUNEL WAY, CATCLIFFE, ROTHERHAM S60 5WG (THE "LICENSOR") AND THE END USER LICENSEE OR ITS REPRESENTATIVE/AGENT AUTHORISED TO BIND THE END USER LICENSEE (REFERENCED HEREIN AS "YOU" OR "YOUR").
PLEASE READ THIS CAREFULLY BEFORE USING THE SOFTWARE PRODUCT
A: BACKGROUND
THIS LICENSE AGREEMENT SHALL BE BETWEEN YOU AND THE LICENSOR REGARDLESS OF WHETHER YOU HAVE PURCHASED THE SOFTWARE PRODUCT OR ACCESS TO IT DIRECTLY FROM THE LICENSOR OR AN AUTHORISED RESELLER AS SET OUT BELOW.
THE LICENSOR APPOINTS EXPERIENCED PROVIDERS OF SOFTWARE RESALE SERVICES WHO DISTRIBUTE THE SOFTWARE PRODUCT AND ACCESS TO IT TO END USERS (“AUTHORISED RESELLER”). IF YOU HAVE PURCHASED THE SOFTWARE PRODUCT OR ACCESS TO IT AND ANY ASSOCIATED SUPPORT AND MAINTENANCE SERVICES FROM AN AUTHORISED RESELLER, SUCH PRODUCTS AND SERVICES WILL BE PROVIDED DIRECTLY TO YOU BY THE RELEVANT AUTHORISED RESELLER AND ALL PAYMENTS SHALL BE MADE TO THE AUTHORISED RESELLER ON THE AUTHORISED RESELLER’S TERMS AND PRICES.
THE SERVICE LEVEL AGREEMENT WILL BE DEALT WITH IN A SEPARATE AGREEMENT BETWEEN YOU AND THE LICENSOR AND ALL PAYMENTS WILL BE MADE TO THE LICENSOR AND GOVERNED BY THE LICENSOR’S TERMS OF SALE.
B: PROPERTY OF LICENSOR
THE LICENSOR, OR, WHERE APPLICABLE, THE RELEVANT MEMBER OF THE LICENSOR’S CORPORATE GROUP, IS THE ENTIRE LEGAL AND BENEFICIAL OWNER OF CERTAIN SOFTWARE PRODUCT(S) (THE “SOFTWARE PRODUCT”) AS SET OUT IN THE QUOTATION OF INFORMATION. THE LICENSOR IS WILLING TO GRANT YOU A LICENSE TO USE THE SOFTWARE PRODUCT AS A SERVICE ONLY IF YOU ACCEPT ALL THE TERMS AND CONDITIONS SET OUT BELOW.
C: LICENSE TO BE GRANTED
THE LICENSOR IS PROPOSING TO GRANT YOU THE LICENSE IN RESPECT OF THE SOFTWARE PRODUCT TO BE ACCESSED AND USED AS A SERVICE (SAAS LICENSE). THE DETAILS OF THE LICENSE ARE SET OUT IN CLAUSES 2.1 AND 3 BELOW. INDIVIDUAL TERMS OF LICENSE THAT IS PROPOSED TO BE GRANTED TO YOU ARE SET OUT IN THE QUOTATION. THE QUOTATION FORMS PART OF THE LICENSE AGREEMENT AND BY ACCEPTING THE TERMS OF THE LICENSE YOU ARE ACCEPTING THOSE TERMS IN THE QUOTATION. IF YOU HAVE NOT RECEIVED THE QUOTATION FROM EITHER THE LICENSOR OR FROM THE AUTHORISED RESELLER (IF YOU HAVE PURCHASED THE SOFTWARE PRODUCT FROM AN AUTHORISED RESELLER) AT THE DATE HEREOF OR IF ANY DETAILS WITHIN THE QUOTATION ARE INCORRECT THEN YOU SHOULD FOLLOW THE "LICENSE REJECTION PROCEDURES" SET OUT AT PARAGRAPH E BELOW AND IMMEDIATELY CONTACT THE LICENSOR OR THE AUTHORISED RESELLER (AS APPLICABLE).
D: LICENSE ACCEPTANCE PROCEDURES
BY ACCESSING THE SOFTWARE, YOU INDICATE ACCEPTANCE OF THIS LICENSE AGREEMENT AND THE LIMITED WARRANTY AND LIMITATION OF LIABILITY SET OUT IN THIS LICENSE AGREEMENT. SUCH ACCEPTANCE IS ON YOUR OWN BEHALF, IF YOU ARE AN INDIVIDUAL, AND ON BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT ("CORPORATE LICENSEE") IN ENTERING INTO THIS LICENSE AND YOU WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO BIND THE CORPORATE ENTITY IN THIS RESPECT OR THAT THE AUTHORISED REPRESENTATIVES OF THE CORPORATE ENTITY ARE AWARE OF YOUR ACCEPTANCE OF THIS AGREEMENT ON ITS BEHALF. IN THIS LICENSE AGREEMENT, "YOU” REFERS TO THE LICENSEE, ANY SUCH CORPORATE LICENSEE, OR BOTH, AS A COMMON SENSE INTERPRETATION OF THE RELEVANT SECTION DICTATES.
E: OTHER AGREEMENTS
IF THE LICENSOR HAS EXPRESSLY AGREED WITH YOU IN WRITING THAT YOUR USE OF THE SOFTWARE PRODUCT IS GOVERNED BY A PRIOR EXECUTED LICENSE AGREEMENT WITH THE LICENSOR, SUCH AGREEMENT SHALL APPLY INSTEAD OF THE FOLLOWING TERMS AND CONDITIONS TO THE EXTENT THAT THEY CONFLICT.
YOU SHOULD PRINT A COPY OF THIS LICENSE AGREEMENT FOR FUTURE REFERENCE.
LICENSE AGREEMENT
1. Ownership of Software Product and Copies
1.1 The Software Product and any printed materials or electronic documentation accompanying the Software Product ("Documentation") are copyrighted works of authorship, and are also protected under applicable database laws. The Licensor, or, where applicable, the relevant member of the Licensor’s corporate group, retains ownership of the Software Product and all subsequent copies of the Software Product, regardless of the form in which the copies may exist. This License Agreement is not a sale of the original Software Product or any copies.
2. Commercial Software as a Service (SAAS) License
2.1 In consideration of You agreeing to abide by the terms of this License Agreement and payment of the applicable License fees either to the Licensor or, if You have purchased the Software Product or access to it from an Authorised Reseller, to the Authorised Reseller (as specified in the Quotation), the Licensor hereby grants to You a personal, non-exclusive, and (unless expressly agreed otherwise by the Licensor in accordance with clause 5.1) non-transferable License to access and use the Software Product as a service and the Documentation on the terms of this License Agreement.
2.2 The License shall be provided in the following form, as shall be set out in the Quotation:
(a) Annual Subscription for cloud-based software product:
(i) Duration – the License shall continue for a period of 12 months ("Initial Period") from the date of subscription payment according to the Quotation ("the Delivery Date") and, provided that You have paid all applicable renewal fees, from year to year thereafter unless terminated in accordance with any provision of clause 12 below or any other clause of this License Agreement.
(ii) Number of active License users per the period of duration – to be agreed in the Quotation.
(iii) Termination – You must give the Licensor 90 days' written notice prior to the anniversary of the Delivery Date, such notice not to expire before such anniversary date.
3. Demonstration License
3.1 If the Licensor has provided You with access to the Software Product free of charge for evaluation purposes, this clause 3 shall apply to Your access and use of the Software Product.
3.2 You may access and use the Software Product for the purposes of its evaluation.
3.3 The Software Product is provided to You free of charge and on an "AS IS" basis, without any technical support or warranty of any kind from the Licensor including, without limitation, a warranty of satisfactory quality, fitness for purpose, and non-infringement.
3.4 This License shall continue for a period of 30 days from the Delivery Date (if another period is not specified at the point of providing access), and unless terminated in accordance with any provision of clause 12 below or any other applicable clause of this License Agreement or until such License is converted into an Annual Subscription, if earlier.
3.5 As part of the Licensor’s testing and evaluation of the Software Product, You shall share with the Licensor the input and views received and any reports and analysis produced promptly upon receipt of such feedback.
3.6 Clauses 4, 5.1(a), 7.1(b), 10.1, 10.2, 12.1(a) of this License Agreement shall not apply to a Demonstration License.
4. Access and Delivery
4.1 The access to the Software Product shall be provided via online methods of communication (cloud-based access). The Software Product shall be considered delivered to You from the moment of access provision.
5. License Restrictions
5.1 You may not nor permit others to:
(a) exceed the number of concurrent users specified in the Quotation, if any;
(b) sub-License, sell, assign, rent, pledge, lease, transfer or otherwise dispose of the Software Product, on a temporary or permanent basis, without the prior written consent of the Licensor;
(c) translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Software Product except as permitted by law;
(d) make copies of the source code of the Software Product, in whole or part;
(e) copy the Documentation (except as provided by this License Agreement);
(f) adapt, modify, delete or translate the Documentation in any way for any purpose whatsoever;
(g) vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software Product.
6. Open Source
Notwithstanding the foregoing provisions, You acknowledge that certain components of the Software Product may be covered by so-called open source software licenses ("Open Source Components"), which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including without limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format. To the extent required by the licenses covering Open Source Components, the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of the licenses applicable to Open Source Components prohibit any of the restriction in this License Agreement with respect to such Open Source Components, such restrictions will not apply to such Open Source Components. To the extent the terms of the licenses applicable to Open Source Components require Licensor to make an offer to provide source code or related information in connection with the Software Product, such offer is hereby made. Any request for source code or related information should be directed only to Customer Support, Hottinger Bruel & Kjaer UK LTD, AMP Technology Centre, Brunel Way, Catcliffe, Rotherham, South Yorkshire, S60 5WG, United Kingdom. You acknowledge receipt of notices for the Open Source Components for the initial delivery of the Software Product.
7. Undertakings
7.1 You undertake:
(a) to ensure that, prior to the use of the Software Product by Your employees or agents, all such parties are notified of this License and the terms of this License Agreement and that any such use as aforesaid is in accordance with the terms of this License Agreement;
(b) to replace the current version of the Software Product with any updated or upgraded version or new release provided by the Licensor or the Authorised Reseller (if applicable) under the terms of this License Agreement immediately on receipt of such version or release;
(c) to use the Software Product only as described in the Documentation and subject to the restrictions as set out in clause 5 (License Restrictions above);
(d) to effect and maintain adequate security measures to safeguard the Software Product from access or use by any unauthorised person and indemnify the Licensor for losses flowing from your failure to do so.
8. Intellectual Property Rights
8.1 You acknowledge that all intellectual property rights in the Software Product and the Documentation throughout the world belong to the Licensor, that rights in the Software Product are licensed (not sold) to You, and that You have no rights in, or to, the Software Product or the Documentation other than the right to use them in accordance with the terms of this License Agreement.
8.2 You acknowledge that You have no right to have access to the Software Product in source code form or in unlocked coding or with comments.
8.3 The integrity of this Software Product is protected by technical protection measures ("TPM") so that the intellectual property rights, including copyright, in the software of the Licensor are no misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in Your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.
9. Artificial Intelligence ("AI") Tools
9.1 You are hereby informed that Licensor may make available to You access to AI tools as part of the licensed Software Product, including tools based on solutions developed by third parties such as Azure OpenAI operated by Microsoft Corporation. AI-generated outputs within the Software Product are identified by visual labels to assist You in distinguishing such outputs from other system outputs.
9.2 Access to AI tools within the Software Product is conditional on You holding an active maintenance agreement or License subscription. The Licensor reserves the right to alter, suspend or remove access to such additional service at any time, including where required to maintain compliance with applicable laws, regulations, ethical standards or third-party contractual obligations. Notwithstanding the foregoing, provision of access to such AI tools shall be withdrawn by the Licensor if Your maintenance agreement or License subscription is lapsed or withdrawn.
9.3 You acknowledge that AI outputs are generated without human review or intervention and may contain factual inaccuracies, outdated information, biases or misleading content. The Licensor disclaims all conditions, warranties, representations or other terms, express or implied as to the results generated by AI tools, their accuracy, correctness or fitness for any particular purpose. You agree not to use such AI outputs as the sole basis for any decision, particularly where consequences may be legal, financial or safety-related. It shall be Your sole responsibility to read and comply with the terms and conditions of use of the relevant AI tools as communicated by the relevant AI solutions developer, as well as to check and validate the accuracy of any content generated from such AI tools. You further agree that You shall not use any AI outputs in a manner that violates any applicable laws or regulations, infringes any intellectual property, privacy or other rights of any third party, or misleads others as to the origin or nature of such content.
10. Limited Warranty
10.1 Subject to the limitations and exclusions of liability below and provided the Software is used in accordance with the Documentation and on an operating system or computer for which it was designed, the Licensor warrants that (a) during the Warranty Period, which makes 90 days from the first access to the Software Product, the Software Product will, when properly used, perform substantially in accordance with the functions described in the Documentation; and (b) that the Documentation correctly describes the operation of the Software Product in all material respects.
10.2 If, within the Warranty Period, You notify the Licensor in writing of any defect or fault in the Software Product in consequence of which it fails to perform substantially in accordance with the Documentation, and such defect or fault does not result from You having amended the Software Product or used it in contravention of the terms of this License Agreement, the Licensor will, at its sole option, i) repair or replace the Software Product, provided that You make available all information that may be necessary to assist the Licensor in resolving the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault, or ii) terminate this License Agreement immediately by notice in writing to You and the Licensor will refund or if the Software Product has been purchased from an Authorised Reseller will procure that the Authorised Reseller shall refund; any of the fees paid as at the date of termination (less a reasonable sum in respect of Your use of the Software Product to the date of termination) on return of the Software Product and all copies thereof. The Licensor’s obligation under this clause 10.2 is subject to Your compliance with clause 7.1(b).
10.3 You acknowledge that the Software Product has not been developed to meet Your individual requirements and that it is therefore Your responsibility to ensure that the facilities and functions of the Software Product as described in the Documentation meet Your requirements.
10.4 You acknowledge that the Software Product may not be free of bugs or errors and You agree that the existence of any minor errors shall not constitute a breach of this License Agreement.
10.5 The Licensor shall not be liable under the said warranty above if the Software Product fails to operate in accordance with the said warranty as a result of any modification, variation or addition to the Software Product not performed by the Licensor or caused by any abuse, corruption or incorrect use of the Software Product, including use of the Software Product with equipment or other software which is incompatible.
10.6 All other conditions, warranties or other terms which might have effect or be implied or incorporated into this License Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
11. Exclusion of Liability
11.1 Nothing in this License Agreement shall limit or exclude the liability of either party for death or personal injury resulting from negligence, for fraud or for fraudulent misrepresentation.
11.2 Subject to clause 11.1, the Licensor shall have no liability for any losses or damages which may be suffered by You (or any person claiming under or through You), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following:
(a) loss of income;
(b) loss of business profits or contracts;
(c) business interruption;
(d) loss of the use of money or anticipated savings;
(e) loss of information;
(f) loss of opportunity, goodwill or reputation;
(g) loss of, damage to or corruption of data; or
(h) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise; provided that this clause 11.2 shall not prevent claims for loss of or damage to Your tangible property that fall within the terms of clause 8 or a claim for a refund of the License fees paid to the Licensor or the Authorised Reseller (as applicable) for the License of the Software Product.
11.3 Subject to clause 11.1 and clause 11.2, the Licensor's maximum aggregate liability under or in connection with this License Agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to the fees paid by You to the Licensor or the Authorised Reseller (as applicable) for the License of the Software Product.
11.4 Subject to clause 11.1, clause 11.2 and clause 11.3, the Licensor's liability for infringement of third-party intellectual property rights shall be limited to breaches of third-party rights subsisting in the UK and USA.
11.5 This License Agreement sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this License Agreement. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this License Agreement, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
12. Term and Termination
12.1 This License Agreement is effective for the period referred to in clause 2.2 or until otherwise terminated in accordance with this License Agreement. The Licensor may terminate this License Agreement immediately by written notice to You if:
(a) You fail to pay any renewal or other fees due by You to the Licensor in respect of this License Agreement;
(b) You fail to comply with any provisions of this License Agreement;
(c) You commit a material or persistent breach of this License Agreement which You fail to remedy (if remediable) within 14 days after the service on You of written notice requiring You to do so;
(d) a petition for a bankruptcy order to be made against You has been presented to the court; or
(e) where You, as the Corporate Licensee, become insolvent or unable to pay its (the company’s) debts, 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 Administrator manager, 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 or ceases to trade.
12.2 In the event of termination in accordance with clause 12.1, You must immediately pay to the Licensor any sums due to the Licensor under the License Agreement and (at the Licensor’s sole option) You must stop using any Software Product and/or return, destroy or delete all copies of the Software Product from all storage media in Your control and, in the case of destruction, certify to the Licensor that You have done so.
13. Export
13.1 You will comply with all applicable laws, rules, and regulations governing export of goods and information, including the laws of the countries in which the Software Product was created. In particular, You will not export or re-export, directly or indirectly, separately or as a part of a system, the Software Product or other information relating thereto to any country for which an export License or other approval is required, without first obtaining such License or other approval.
14. General
14.1 You agree that the Licensor may use Your company name in Licensor’s customer lists and other promotional materials describing Your company as a customer or user of Licensor’s software or services, as applicable, unless it receives written notice from You objecting to such use.
14.2 This License Agreement, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the non-exclusive jurisdiction of the English courts.
14.3 This License Agreement constitutes the complete and exclusive statement of the agreement between the Licensor and You with respect to the subject matter of this License and supersedes all proposals, representations, understandings, and prior agreements, whether oral or written, and all other communications between the parties relating to that subject matter except for those expressly referred to in this License Agreement.
14.4 Any clause in this License Agreement that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this License Agreement shall not be affected by that deletion.
14.5 Failure or neglect by either party to exercise any of its rights or remedies under this License Agreement will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or part of this License Agreement nor prejudice that party’s right to take subsequent action.
14.6 This License Agreement is personal to You, and You may not assign, transfer, sub-contract or otherwise part with this License or any right or obligation under it without the Licensor’s prior written consent.
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