🚀 SOFTWARE LICENCE & SUBSCRIPTION AGREEMENT
IMPORTANT:
By installing, accessing, or using the Software, you agree to be bound by this Agreement. If you do not agree, you must not install, access, or use the Software.
1. Definitions
Agreement – this Software Licence & Subscription Agreement.
Authorised Users – Customer personnel permitted to use the Software.
Backups – database-level backups taken by PCP approximately every 5 days.
Business Day – Monday–Friday excluding UK public holidays.
Controller / Customer – the entity subscribing for the Software.
Customer Data – all data input by the Customer.
Data Protection Laws – applicable UK and EU data protection legislation.
Documentation – instructions provided by PCP.
Effective Date – the date the Software is activated.
Firewall Configuration Tools – the in-software tools enabling the Customer to configure contained database-level firewall rules.
Licensor / PCP – PCP Software Solutions Ltd.
Software – the locally installed Asset Controller Windows application, updates, and hosted Azure SQL contained database.
Subscription – the monthly or yearly right to use the Software.
Support – email and Microsoft Teams support as set out in clause 10.
Update – any update provided by PCP.
2. Grant of Licence
2.1 PCP grants the Customer a non-exclusive, non-transferable licence to install and use the Software on Customer-owned Windows computers.
2.2 The Software may only be used for the Customer’s internal business purposes.
2.3 The Customer must not:
(a) reverse engineer or decompile the Software;
(b) extract SQL credentials beyond what is technically necessary;
(c) bypass update mechanisms;
(d) allow unauthorised third parties to use the Software.
2.4 PCP retains all intellectual property rights in the Software.
3. Subscription Term & Renewal
3.1 The Subscription may be monthly or yearly, as specified in the Customer’s order or invoice.
3.2 The Subscription automatically renews at the end of each Subscription period unless cancelled in advance.
3.3 A 14-day payment grace period applies after renewal. If fees remain unpaid, PCP may suspend access to the Software.
3.4 The Customer may cancel at any time. Cancellation prevents future renewals but does not entitle the Customer to refunds of fees already paid.
4. Software Architecture & Security Acknowledgements
The Customer acknowledges that:
4.1
(a) The Software is installed on Customer-owned Windows devices.
(b) The Software connects to a dedicated Azure SQL contained database using SQL authentication.
(c) SQL credentials are stored locally on the Customer’s device in an obfuscated, unreadable format and are reconstructed by the Software when required to establish a database connection.
(d) The Customer is fully responsible for securing its Windows devices, user accounts, and local operating environment.
(e) PCP configures and maintains the server-level Azure firewall, which is restricted to PCP’s IP addresses or infrastructure for administrative access.
(f) The Customer configures and controls the contained database-level firewall rules through the Firewall Configuration Tools within the Software.
(g) If the Customer applies permissive, incorrect, or inappropriate database-level firewall rules, unauthorised access may occur despite the secure server-level firewall.
4.2
The Customer accepts all risks arising from:
• compromise of devices running the Software;
• database-level firewall configuration decisions;
• exposure of credentials stored on Customer devices;
• failure to maintain secure Windows environments and access controls.
5. Customer Responsibilities
The Customer shall:
5.1 Maintain secure Windows user accounts and prevent unauthorised access to devices running the Software.
5.2 Protect all devices running the Software using up-to-date antivirus, anti-malware tools, and Windows security updates.
5.3 Apply secure database-level firewall rules using the Firewall Configuration Tools within the Software.
5.4 Remove any open, public, or overly permissive firewall rules without delay.
5.5 Maintain its own data exports and operational backups as required for business continuity.
5.6 Ensure Customer Data is lawful, accurate, and appropriately backed up or archived.
5.7 Prevent unauthorised access to devices and local files where SQL credentials are stored in obfuscated form.
6. PCP Responsibilities
PCP will:
6.1 Host the Customer’s contained database within Azure.
6.2 Maintain reasonable industry-standard security measures in its Azure environment.
6.3 Apply Azure Defender monitoring and security policies.
6.4 Encrypt data in transit between the Software and the database.
6.5 Perform disaster-recovery backups approximately every 5 days.
PCP does not guarantee:
• uninterrupted service;
• complete security;
• recovery of Customer-deleted or overwritten data;
• protection against Customer-side misconfiguration.
7. Firewall Configuration
7.1 The Customer configures database-level firewall rules entirely through the Software.
7.2 PCP configures only the server-level Azure firewall and does not validate, monitor, or enforce the Customer’s database-level firewall choices.
7.3 PCP is not liable for any incident arising from:
• permissive or incorrect database firewall rules;
• overly broad IP ranges;
• failure to maintain secure database access;
• misconfigured Customer devices or networks.
8. Updates
8.1 PCP may issue mandatory Updates for security or functionality.
8.2 Customers who disable Updates do so entirely at their own risk.
8.3 Support may be suspended for outdated versions.
9. Data Protection
9.1 For personal data within Customer Data, PCP acts as Processor and the Customer acts as Controller.
9.2 PCP processes Customer Data only as necessary to provide the Software.
9.3 Upon termination, Customer Data is retained for 10 days and then deleted unless the Customer requests retrieval and all outstanding charges have been paid.
10. Support
Support includes:
• Email support during business hours
• Microsoft Teams support where required
Support excludes:
• Windows system administration
• Firewall configuration on behalf of the Customer
• Data recovery of Customer mistakes
• Troubleshooting Customer devices or networks
11. Suspension of Service
PCP may suspend access if:
• Subscription fees remain unpaid after the grace period;
• Customer configuration creates a security risk;
• Updates are repeatedly refused;
• Firewall rules expose the database;
• Unauthorised use is detected.
12. Data Retention & Deletion
12.1 Data is retained for 10 days after cancellation.
12.2 After 10 days, data may be permanently deleted.
12.3 The Customer is responsible for exporting data before deletion.
13. Warranties
PCP warrants that it will provide the Software with reasonable care and skill.
PCP does not warrant that:
• the Software will be uninterrupted or error-free;
• the Customer’s configuration will produce specific outcomes;
• the Customer’s local environment is secure;
• firewall rules chosen by the Customer will protect against threats.
13A. Limited Warranty – Firewall Configuration Tools
13A.1 PCP warrants only that the Firewall Configuration Tools will submit the Customer’s chosen database firewall rules to Azure.
13A.2 PCP does not warrant that:
• the rules chosen by the Customer are secure;
• selected IP addresses are appropriate;
• Azure will accept invalid entries;
• the Customer’s devices or networks are secure;
• the rules will prevent unauthorised access.
13A.3 The Customer agrees that:
• database firewall configuration is entirely under Customer control;
• PCP does not validate, monitor, or enforce Customer rules;
• PCP is not liable for breaches or incidents caused by Customer choices.
13A.4 This clause replaces all implied warranties relating to network or firewall configuration.
14. Limitation of Liability
14.1 Nothing limits liability for death, personal injury, or fraud.
14.2 PCP is not liable for:
• breaches caused by Customer firewall rules;
• credential compromise on Customer devices;
• loss or corruption of data;
• indirect or consequential losses;
• security failures arising from Customer environments.
14.3 PCP’s maximum liability is:
12 months of Subscription Fees OR £150 – whichever is greater.
15. Intellectual Property
All intellectual property rights in the Software remain with PCP.
16. Termination
Upon termination:
• All licences terminate immediately;
• The Customer must uninstall the Software;
• Customer Data may be deleted after 10 days.
Either party may terminate for material breach.
17. Governing Law
This Agreement is governed by the laws of England & Wales.
The courts of England shall have exclusive jurisdiction.
18. Confidentiality
Both parties may receive Confidential Information from the other.
Confidential Information does not include information that is:
• publicly known;
• already lawfully known;
• legally disclosed;
• independently developed.
Both parties must protect Confidential Information and not disclose it except as required by law.
This clause survives termination.
19. Third Party Software
The Software may include Third Party Software.
The Customer must comply with all third-party licence terms.
PCP is not liable for the performance of Third Party Software.
20. Force Majeure
Neither party is liable for delays caused by events beyond reasonable control, including cyber-attacks that could not reasonably be prevented.
Either party may terminate if such events last longer than 60 days.
21. Notices
Notices may be sent by email:
• To PCP: sales@assetcontroller.co.uk
• To the Customer: the registered email address
Notices are deemed received upon successful transmission.
22. Assignment
The Customer may not assign this Agreement without PCP’s written consent.
PCP may assign or transfer this Agreement at any time.
23. Entire Agreement
This Agreement and all related Documentation constitute the entire agreement between the parties and supersede all previous agreements.
24. Third Party Rights
No third party has the right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.