PropPack Terms and Conditions of Use

The use of our PropPack software product is subject to the Terms detailed below.

If you use any part of the PropPack software or associated support software, then you have agreed to comply with and be bound by these Terms from the time of first such use.

By the use of PropPack you acknowledge that you have read and understood these Terms.

Desser Associates reserves the right to change these Terms at any time without prior notice by updating this page and you agree to be bound by all such changes.

You should visit this page regularly to check the current Terms applicable to all our Customers.

1. Definitions

1. 'Customer' shall mean the entity that has purchased the Licence to use the Program Product, including their authorised servants and agents.
2. 'DA' shall mean, unless the context otherwise requires, Desser Associates or DA’s servants and agents.
   DA own the Intellectual Property Rights to the Program Product.
3. 'Program Product' shall mean the licensed data processing system generally known as Prop:Pack or PropPack and includes the programs, procedures, support tools and all documentation provided as part of the Program Product.
4. 'Support' shall mean assistance to customers via the Internet and telephone with respect to use of the Program Product and to report and resolve percieved issues. Support cases are tracked and managed through access to a Customer Support Site. Support will be available during business hours, Monday through Friday, excluding local and Jewish holidays. Also excluded are Friday afternoons during the winter months, from 1 pm onwards.
5. 'Intellectual Property Rights' shall mean any registered or unregistered design rights, patents, copyright, trademarks, know-how and any other intellectual or industrial property rights, in the UK or anywhere else.
6. 'Terms' shall mean the Terms and Conditions of Use herein described.

2. Term of the Agreement

This Agreement is effective from the date it is accepted by DA or the first use of the Program Product by the Customer, whichever is earlier.

It shall remain in effect for a period of ninety-nine (99) years unless otherwise terminated by the parties under the provisions of this Agreement.

3. Customer’s Right of Use

1. The Licence granted under this Agreement permits the Customer to use the Program Product only at a single location as agreed in advance.
2. The Customer may transfer the Program Product to another location upon discontinuance of use at the current location by giving DA prior written notice and advising DA of the new location.
3. A user logged in remotely to a computer at the agreed location is deemed to be using the Program Product at the agreed location.
4. The Program Product may only be used to record details up to the maximum number of Units for which a Licence has been purchased.
5. DA reserves the right to include in the Program Product a metering mechanism which will not permit the use of the Program Product for more than the licensed number of Units. The Program Product will issue appropriate warnings prior to barring use of the Program Product.
6. Where the designated computer is or becomes part of a local-area-network (LAN) of more than one computer, the use of the Program Product is limited to only one user at a time, unless a Network-User Licence has been granted for each additional concurrent user.
7. On payment of a Network-User Licence Fee for each additional user, additional concurrent LAN users will be licensed to use the Program Product.
8. DA reserves the right to include in the Program Product a metering mechanism that will not permit the concurrent use of the Program Product by more than the licensed number of users.
9. In the event that the computer at the designated location becomes inoperative, the Customer may under the terms of this Agreement temporarily transfer the Program Product to another location or computer to allow its continued use.
10. DA reserves the right to include in the Program Product a software security lock which will require the Customer to contact DA and obtain a security code before the Program Product can be used on the new computer.

4. Use of the Program Product

1. The Customer represents and warrants that it is purchasing the Program Product for its internal use and it will not directly or indirectly permit any other person or entity to use the Program Product or any part thereof.
2. The Customer represents and warrants that it is purchasing the Program Product solely for use in the course of its own business of property management on its own behalf or as a Managing Agent for others.
3. User of the Program Product as a data-processing Service Bureau is prohibited.

5. Installation and Training

1. Upon acceptance of this Agreement DA agrees to:-
• Provide documentation on how to download and install the Program Product.
• Help with the installation of the Program Product if necessary.
• Provide a total of one day’s training (7 hours) in the use of the Program Product free of charge.
2. The time taken to provide installation assistance may be deducted from the free training time.
3. Any additional assistance requested by the Customer may be billed at the then current daily rate.
4. Travel costs and out-of-pocket expenses to provide on-site support, where available, will be billed at cost to the Customer.

6. Proprietary Information

The Customer acknowledges that the ideas and the expressions thereof contained in the Program Product are confidential information proprietary to DA and that all rights in the Program Product in all its forms are retained by DA. The Customer will not for the duration of this Agreement or at any time thereafter without the written permission of DA:-
• Copy, duplicate or permit anyone else to copy, duplicate or reproduce the Program Product except as a security backup.
• Access or attempt to access the source code of the Program Product.
• Modify or attempt to modify the Program Product in any way.

7. Assignment of Agreement

This Agreement may not be assigned and the Customer shall not sell, sub-licence, charge, assign, transfer, or part with possession of the Program Product or any materials or copies relating thereto or copies or adaptations thereof.

8. Limited Warranty

1. DA warrants for a period of twelve (12) months that the Program Product will perform substantially according to any documentation accompanying the Program Product. The Warranty period starts from when the Program Product is installed on the Customer’s computer.
2. After the expiry of the Warranty period, DA disclaims all responsibility for the Program Product unless the Customer is covered by Extended Maintenance as detailed in section Maintenance and Support below.
3. All Reports, Demands, Documents and Notices produced by the Program Product are provided "as is" without warranty of any kind, expressed or implied. It is the responsibility of the user to ensure that all such texts are legal and fit for the purpose for which they are being used.

9. Disclaimer of Liability

1. After the expiry of the Warranty period, DA disclaims all responsibility for the Program Product unless the Customer is covered by Extended Maintenance as detailed in section Maintenance and Support below.
2. To the maximum extent permitted by law, DA excludes all liability to the Client in contract, tort (including negligence), or otherwise, for any loss or damage resulting directly or indirectly from any use of, or reliance upon, the Program Product.
3. The Customer’s exclusive remedy shall be, at DA’s option, to either return the price paid for the Program Product or repair or replace the Program Product in so far as it does not perform as per the Limited Warranty given above.
4. The total liability of DA (whether in contract or tort or otherwise) hereunder shall not exceed the total amount paid by the Customer hereunder and in no event shall DA be liable for loss of profits or any other consequential loss or damage.

10. Maintenance and Support

1. For an initial period of twelve (12) months from the date of installation of the Program Product, DA will at no additional charge to the Customer other than traveling and other out of pocket expenses:-
• Provide solutions relating to any known problem with the current functioning of the Program Product as such solutions become known to DA
• Supply corrections for problems that DA diagnose as defects in the currently supported version of the Program Product.
• Provide occasional telephone support in the form of counsel or advice on the use of the Program Product.
• Provide the Customer with new releases of the Program Product as and when DA elects to make these available.
• Enhance the Program Product, at the discretion of DA, in response to reasonable requests from the Customer.
2. Corrections and updates of the Program Product will be provided by one or all of the following methods:-
• Remote access by a technician into the Customer’s computer.
• Provision of an updated copy of the Program Product. It is the responsibility of the Customer to download and install such an update.
3. DA reserve the right to make a charge at their standard rate for the resolution of problems which do not originate from the Program Product.
   Examples of such events include, but are not limited to, the following:-
• Failure of the Customer’s hardware
• Failure of Windows or other system software on the Customer’s PC
• Accidental or intentional deletion of one or more components of the Program Product.
• Loss or damage of the PropPack database.
4. Continuation of the maintenance service described above beyond the initial period is defined as 'Extended Maintenance'.

   For as long as DA is offering maintenance services for the Program Product, Extended Maintenance is automatically provided and renewed in periods of twelve (12) months at the standard DA annual maintenance fee then in effect.

   Such amount shall be payable to DA at the beginning of each such Extended Maintenance year.

   The Customer may elect to discontinue the Extended Maintenance service as detailed in section 'Termination' below.

An invoice for the forthcoming year will be sent 14 days before the start of the next Extended Maintenance year and payment must be received on or before the due date - which is the first day of the Extended Maintenance year.

5. Where a DA invoice remains unpaid at the Due Date, DA reserves the right to withhold support services until all outstanding amounts are paid. Where an invoice remains unpaid for more than 31 days from the date of invoice, support will only be reinstated two working days after payment is received in full.
6. Maintenance will generally only be provided for the latest release of the Program Product.
7. The Program Product is based on the Microsoft Windows operating system and Microsoft Access 97 database product.

   The Program Product will be enhanced as necessary so as to remain compatible with the latest generally available version of Windows.

   The version of Access may in due course have to be enhanced to run on the latest version of Microsoft Windows. This will be done as part of the Extended Maintenance service.

   When that happens, the then current release of the Program Product may no longer function on an old version of Microsoft Windows or Access.

   The Customer will then have to upgrade to the new version of Windows and/or Access at his own cost before he will be able to use the latest release of the Program Product.

8. Maintenance will generally only be provided for the latest release of the Program Product.

11. Customer Support Site

1. The Customer Support Site (CSS) will be provided by DA to assist Customers with the correct use of the Program Product and to report any questions or issues they may have.

2. The CSS consists of two parts: FAQ and Ticketing:

   1. The FAQ section contains articles providing answers to frequently asked questions as well as describing and detailing the functionality of the Program Product.

      DA will frequently add FAQ articles in response to support queries or issues submitted by Customers.

   2. The Ticketing section allows for the submission by the Customer of queries or issues that need to addressed.

      Customers must provide all relevant information, including, but not limited to: Program Product version number; complete description of the issue; what has already been tried.

   3. Customers are expected to have searched the FAQ section for a solution to their issue before submitting a ticket.

12. Termination

1. The Customer may terminate this Agreement by giving three months written notice to DA prior to the start of the next Extended Maintenance year.
2. Such notice may only be given if the Customer shall have paid to DA all such fees as are due to DA per this agreement.
3. DA may terminate this Agreement by giving written notice to the Customer when the Customer continues in any breach of the terms of this Agreement for fourteen (14) days after being warned by DA in writing of such a breach. Where such a breach is not capable of being remedied, DA may terminate this Agreement by written notice to the Customer at any time.
4. Where the Agreement is terminated by either party in the middle of an Extended Maintenance year, no refund will be due to the Customer on the unexpired portion of that period.

13. Obligations upon Termination

1. Upon termination of this Agreement for any reason the Customer will be entitled to continued use of the then installed version of the Program Product.

   The Customer will no longer be eligible for Extended Maintenance or support of any kind from DA.
   
   The Customer may not use any version of the Program Product that has been released by DA after the date of termination of the Agreement.

2. Upon termination as aforesaid neither party shall have any claim against the other and this Agreement shall be terminated save for the purposes of putting the terms of this Agreement into effect.

14. Reinstatement of Extended Maintenance

1. The Customer may request Reinstatement of Extended Maintenance after having previously terminated it.
2. Reinstatement may be granted at the descretion of Desser Associates subject to the conditions below:
1. Desser Associates will invoice the Customer for all the years for which Extended Maintenance had been cancelled.
2. The Customer must pay all outstanding invoices including those above.

15. Terms of Payment

All Fees must be paid in full by the due date which is seven days from date of invoice.

16. Sole Agreement

This Agreement together with our Privacy Policy here constitutes the entire Agreement between the parties relating hereto and shall supersede all prior Agreements and understandings between the parties in respect of the Program Product to be provided hereunder during the Term of this Agreement.

This Agreement may not be changed by or on behalf of either party except in writing signed by both parties.

17. Applicable Law

1. This Agreement shall be governed by the Law of England.

Desser Associates Privacy Policy

The target of this document are our Clients ('you', 'your').

Desser Associates (DA, 'we', 'us', 'our') are committed to protecting and respecting the privacy of our Clients.

For the purposes of data protection legislation, we are the Data Controller and we will process your personal data in accordance with the General Data Protection Regulation (EU) and any national laws which relate to the processing of personal data.

DA provides you with one or more of our Program Products, and we then continue to provide you with ongoing Support.

Please read the details below to understand our practices regarding your personal data and how we will deal with it.

1. Web Site Visitors

1. We do not collect any personal data on our web site
2. When you link to our Support Centre you will log in with the user ID or email address that you have previously provided for this purpose.
3. Any messages you send to us will be saved for the sole purpose of us providing you with support for our Program Product.
4. Such messages, together with our responses, are retained for the sole purpose of providing continuity of Support.
5. Old messages will be deleted periodically when they are deemed to be no longer relevant.

2. Cookies

1. The Support Centre site uses a cookie to record your user ID or email address so you do not have to enter it each time.
2. We do not use any other cookies that may contain personal information.

3. Personal and Financial Details

1. We hold in our accounting package your company or personal name, address, phone and email details for the purpose of communicating with you in the course of our mutual business relationship, and to comply with our contractual obligations.
2. We keep a record of all the financial transactions that have taken place between you and DA.
3. We will retain your information as long as you remain our Client and for a period of 6 years thereafter.

4. Your Business Data

1. We do not normally have access to your business data.
2. At your sole option, you may grant us remote access to such data on your own computer system, for the purpose of providing you with Support. Such data will not be copied outside of your system.
3. At your sole option, you may also upload your data to our servers so that we can investigate problems or issues you may be having.
4. Such data is encrypted while it is uploaded. It will be decrypted within our computer system and used only for investigative purposes as necessary for us to provide you with Support.
5. It will be held securely and not be available to any parties outside of DA.
6. After such support activity is concluded, you have the choice to instruct us to destroy the uploaded data.
7. If no such instruction is given, we will retain it but only for the purpose of providing you with further Support.

5. Court Orders

DA will not disclose your personal information to a third party without your explicit consent. However, we may be required to disclose your personal information without consent in order to comply with any court order or other legal request.

6. Security of your Information

1. We hold all your personal data on our own in-house servers.
2. We follow industry standard methods for securing such data.

(Last updated 25 February 2019)

Prices effective from 1st March 2019

This price list supersedes all previously published prices and is subject to change. This document is for guidance only and does not form part of any Contract.

Note: All license fees are a one-off charge. All Maintenance fees are annual, due in advance.

1. Basic License (Single User)

A Unit is defined as a single entity that is to be let or leased individually. A flat with several tenants, let on a singe tenancy agreement, is considered one Unit. Individual rooms, let on separate tenancy agreements, are each counted as a Unit.

2. Additional Network User License

Networked users, beyond the initial single user that comes with a basic license, require a Network User License for each additional user.

N1: Network Users: Per User: 10% of total License Fees.

3. Nominal Ledger Module License

The Prop:Pack Property Management System license includes all modules with the exception of the Nominal Ledger module.

This is a specialised module for use by accountants and requires a separate license.

N2: Nominal Ledger Module License: £3,500.

4. License Upgrades

Upgrades between bands will be charged at the difference between the two bands.

Additional Licenses or upgrades purchased at any time other than on signing the license Contract, will be subject to a £60 administration fee.

5. Prop:Pack Package Maintenance

1. First Year’s Maintenance and Support: Free
2. Thereafter, annually, at 15% of all License Fees paid, at the then current equivalent fee rates.

6. Training

1. Free: Seven hours cumulative training, including Prop:Pack installation.
2. Additional Hourly Rate: £90 per hour

7. Consultancy

8. Backup Service

Desser Associates offers an optional off-site monitored backup service. This is unique in that the results of the backup are manually checked each day, and investigated in the event that the previous night's backup is missing.