End User Licence Agreement for Thesaurus Payroll Manager

END-USER LICENCE AGREEMENT FOR THESAURUS PAYROLL MANAGER

IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THE PROGRAM INSTALL:

Thesaurus Software Limited's End-User Licence Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Thesaurus Software Limited for Thesaurus Payroll Manager which may include associated software components, media, printed materials, and "online" or electronic documentation. By installing, copying, or otherwise using Thesaurus Payroll Manager, you agree to be bound by the terms of this EULA. This licence agreement represents the entire agreement concerning the program between you and Thesaurus Software Limited, (referred to as "licenser"), and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this EULA, do not install or use Thesaurus Payroll Manager. Thesaurus Payroll Manager is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Thesaurus Payroll Manager is licensed, not sold.

1. GRANT OF LICENCE.
Thesaurus Payroll Manager is licensed as follows:

(a) Installation and Use
Thesaurus Software Limited grants you the right to install and use copies of Thesaurus Payroll Manager on your computer running a validly licensed copy of the operating system for which Thesaurus Payroll Manager was designed. Thesaurus Payroll Manager operates on a Windows platform only and is compatible with Windows 7 upwards. Thesaurus Payroll Manager related upgrades are available for download only.

(b) Licences Available
Standard Licence
Allows operation of the software for one employer with unlimited employees. Additional employer licences may be added to the Standard version at a discounted licence fee per additional employer licence. Allows a three weekly payroll/one monthly payroll free trial period.

Bureau Licence
Allows operation of the software for unlimited employers with unlimited employees. No free trial period available. A Bureau licence is a site licence only and may not be distributed for use by persons or on premises to which the licence is not issued. Licences are only issued on receipt of the full licence fee. Thesaurus Software Limited operates a “no credit” policy. Once a licence is issued it is non-refundable.

The above licence terms are reflected in the following software activation rules:

Thesaurus Software Ltd will grant 5 activations without question. Subsequent activations will only be granted where the IP address of each subsequent activation request matches the IP address of the first 5 activations, all 5 having the same IP address. This may be relaxed where it is established that a user's IP address has genuinely changed.

(c) Licence Terms
Each licence is valid for the tax year to which it is issued (i.e. from 01st January to 31st December). Regardless of the date of purchase, the licence will only facilitate payroll up to 31st December of the tax year to which it is issued, including all year end functionality pertaining to that tax year. Each licencee is entitled to all upgrades pertaining to that tax year only. All upgrades are available for download only. Licences are only issued on receipt of full payment, a “no credit policy applies”. A free trial period applies to the Standard licence only to allow users to evaluate the software prior to purchasing a licence. Bureau users may install the Standard version to avail of the free trial feature in order to evaluate the software.

(d) Customer Support
Telephone and email customer support is available to support the end user in operating the software and content enquiries. This software support is available to all licensed customers free of charge.

(e) Backup Copies
The software features a back up function to make copies of data files as may be necessary
for backup and archival purposes. Thesaurus Software Limited recommends all customers take and retain regular backups (i.e. per pay period) of their data files.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

(a) Maintenance of Copyright Notices
You must not remove or alter any copyright notices on any and all copies of Thesaurus Payroll Manager.

(b) Distribution
You may not distribute registered copies of Thesaurus Payroll Manager to third parties. Evaluation versions available for download from the Thesaurus Software Limited website may be freely distributed.

(c) Prohibition on Reverse Engineering, De-compilation, and Disassembly
You may not reverse engineer, decompile, or disassemble Thesaurus Payroll Manager, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

(d) Rental
You may not rent, lease, or lend Thesaurus Payroll Manager.

(e) Support Services
Thesaurus Software Limited may provide you with support services related to Thesaurus Payroll Manager ("Support Services"). Any supplemental software code provided to you as part of the Support Services shall be considered part of Thesaurus Payroll Manager and subject to the terms and conditions of this EULA.

(f) Compliance with Applicable Laws
You must comply with all applicable laws regarding use of Thesaurus Payroll Manager.

3. TERMINATION
Without prejudice to any other rights, Thesaurus Software Limited may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of Thesaurus Payroll Manager in your possession.

4. COPYRIGHT
All title, including but not limited to copyrights, in and to Thesaurus Payroll Manager and any copies thereof are owned by Thesaurus Software Limited or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of Thesaurus Payroll Manager is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by Thesaurus Software Limited.

5. NO WARRANTIES
Thesaurus Software Limited expressly disclaims any warranty for Thesaurus Payroll Manager. Thesaurus Payroll Manager is provided 'As Is' without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, non-infringement, or fitness of a particular purpose. Thesaurus Software Limited does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within Thesaurus Payroll Manager. Thesaurus Software Limited makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. Thesaurus Software Limited further expressly disclaims any warranty or representation to Authorised Users or to any third party.

6. LIMITATION OF LIABILITY
In no event shall Thesaurus Software Limited be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) arising out of 'Authorised Users' use of or inability to use Thesaurus Payroll Manager, even if Thesaurus Software Limited has been advised of the possibility of such damages. In no event will Thesaurus Software Limited be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. Thesaurus Software Limited shall have no liability with respect to the content of Thesaurus Payroll Manager or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information.

7. DATA COLLECTION
Revenue Online Service’s (ROS) business to business (B2B) API requires the inclusion of a date/time field in the request files generated by Thesaurus Payroll Manager. To ensure that this date/time is correct, the software looks up the date/time on a remote Azure server. The software also logs the following with that
server:

a] the nature of the API call
b] the size of the payload (if applicable)
c] error codes returned by the ROS server
d] the activation key of the user making the request.

Apart from the correct date/time signature being retrieved, the above data helps us to monitor:

i. validation issues not addressed in our software
ii. issues with the ROS server
iii. issues specific to particular users.

The data collected is used to monitor and improve the B2B API process for our customers. In no case does Thesaurus Software Ltd collect any identifiable or personal information about employers or employees processed by the User.

8. EFFECTIVE LICENCE PERIOD
You are entitled to receive automated updates to payroll software features, related legislative changes and reporting requirements pertaining to the tax year for which the software licence is purchased. The software will only allow the completion of payroll periods which fall within the tax year to which the licence relates to ensure that payroll can only be completed in compliance with the relevant legislation pertaining to the
tax year within which the pay period falls. A new software licence must be purchased for each tax year (01st January to 31st December) thereby commencing a new licence period.