1. Introduction

1.1 These Terms of Business and Products and Services Use (“Terms”) apply in their entirety to all individuals or entities who visit the Joinerysoft website or use any of Joinerysoft’s products, for example JMS 2D, and services, for example maintenance and support services, (collectively referred to as (“Products and Services”). By visiting or otherwise interacting with the website, or Joinerysoft’s Products and Services, you agree to the applicability of these Terms.

1.2 Joinerysoft Limited, trading as Joinerysoft (and may be referred to throughout these Terms as “JS”, “us”, “we” or “our”), is a UK registered company, with company number of 05823833 and a registered address of The Island House, The Island, Midsomer Norton, Radstock, BA3 2DZ.

1.3 Please note that these Terms are governed by and construed in accordance with the law of England and Wales. If you are using our Products and Services outside of England and Wales, you are solely responsible for complying with all local laws and regulations.

2. Description

2.1 Joinerysoft creates Products and Services to help joinery businesses work more efficiently. Our Customers are joiners, from small workshops to larger companies, who want to save time and improve accuracy in their day-to-day work.

3. Licensing

3.1 Introduction to Licensing

3.1.1 Joinerysoft has a variety of Products and Services available for licensing. These include:

• JMS 2D;
• JMS Cloud;
• JMS 3D Pro; and
• JMS Commercial/Fire Doors.

3.2 Licensing Options

3.2.1 Purchase

(a) This option allows Customers to purchase a Licence per user for the Products and Services they require.

(b) By purchasing a Licence, the Customer is granted perpetual and irrevocable access to and use of the purchased Products and Services.

3.2.2 Lease to Purchase

(a) This option allows the Customer to pay a monthly fee per user for access to the licensced Products and Services with the option to purchase the Licence overtime.

(b) If the option to purchase is invoked, the Customer is granted perpetual and irrevocable access to and use of the purchased Products and Services in line with clause 3.2.1 above.

(c) If the option to purchase is not invoked, the Customer’s access to and use of the leased Products and Services will be revoked when the lease is terminated.

3.2.3 Subscription

(a) This option allows Customers to pay a monthly subscription fee per user for access to a Licence for a minimum period of 12 months with automatic renewal annually. The Customer’s access to and use of the Products and Services will be revoked upon cancellation of the relevant subscription.

3.3 Licensced Users

3.3.1 Licences are provided for each individual using the Products and Services (“User”) and only 1 Licence per User may be used.

3.3.2 Each User must be a named person working for the Customer’s organisation.

3.3.3 Access is granted only for the named User and the User must not share their access.

3.3.4 Any change to Licensced Users must be approved by Joinerysoft in writing. This includes when transferring access to a different named User.

3.4 Delivery

3.4.1 Products and Services may be delivered to a Customer on either a Cloud or Dongle basis.

a) Cloud – Products and services will be provided using cloud-based services enabling flexible access to the Products and Services so that Customers can access it online.

b) Dongle – A Dongle is a security enabled USB device that is provided to Customers who have systems that cannot access the Products and Services through the online cloud service.

3.4.2 Please note that where a Customer is provided with a Dongle, they are responsible for taking out the relevant insurance to protect the Dongle from loss or damage.

3.5 Maintenance and Support

3.5.1 Under some licence options maintenance and support will be available as a part of the licence at no additional cost to the Customer.

3.5.2 Where maintenance and support is not included as a part of the Licence this is available on a 12-month subscription basis. This subscription will continue on a rolling, auto-renewals basis until the subscription is cancelled in line with clause 7.

3.5.3 Please note that due to the nature of the service if subscription services for maintenance and support are cancelled prior to the end of the 12-month term, all outstanding fees remain payable until the end of the subscription period.

3.5.4 Throughout the Customer’s Licence or maintenance and support term, Joinerysoft will require access to the Customer’s internal system to update the Products and Services as necessary and control versioning.

3.5.5 It is the Customer’s responsibility to ensure that access is granted to Joinerysoft as necessary. The onus is on the Customer to ensure that Joinerysoft are only granted access to the relevant Licensced Products and Services within their internal system. Joinerysoft does not take any responsibility for any loss or damage to data that belongs to the Customer, or any loss or damage to the Customer’s wider system, regardless of the cause of the damage.

3.5.6 System Monitoring is only available under certain types of Licences. It is used to manage updates and versioning to Joinerysoft’s Products and Services alongside completing additional security and system functionality tasks.

3.6 Add-On Modules and Features

3.6.1 Add-on modules and features are available to all Customers with an active maintenance and support subscription.

3.6.2 Additional modules and features include:

a) Stock Control;

b) Purchasing;

c) Machine output;

d) Building Regulations; and

e) Other similar modules and features.

3.6.3 If the maintenance and support subscription is cancelled by the Customer or suspended by Joinerysoft for non-payment, access to the add-on modules and features will be withdrawn.

4. Training

4.1 Upon purchase, lease or subscription, training is required to ensure Customers are able to utilise the Products and Services appropriately and benefit fully from its functionality. The training required is specific to the Products and Services.

4.2 The amount of training and the hours required will be outlined to the Customer during the initial onboarding process.

4.3 Depending on the Products and Services purchased by the Customer, an additional fee may be payable for the relevant training.

4.4 A Customer must endeavour to provide Joinerysoft appropriate dates for training to be carried out, as necessary. If no dates are provided within 30 days of the Customer receiving the Licence then Joinerysoft will provide training dates and times.

4.5 Once training dates are established the Customer acknowledges that any cancellation or change to the training dates will incur a cancellation fee as set out in the below table:

5. Acceptable Use

5.1 All Products and Services must only be used in line with these Terms. They must not be used in a manner that is unlawful or fraudulent.

5.2 As a Customer or User you must not knowingly cause harm to any Products and Services by uploading, sending or in any way transmitting data that contains any form of virus or malware or any other code designed to adversely affect computer, software, hardware or data of any kind.

5.3 All Licences granted by Joinerysoft will not allow the Customer to re-sell, copy, reverse engineer, modify or interfere with any other way with the retained ownership and intellectual property rights of Joinerysoft.

5.4 Where a Customer or User is found to be in breach of these Terms, Joinerysoft has the right to revoke access to any of the Products and Services with immediate effect.

6. Fee increases

6.1 Joinerysoft reserves the right to increase the price of any of their Products and Services, including a Licence or their maintenance and support services, upon autorenewal.

6.2 Where prices are increased, the Customer will be notified at least 60 days prior to the end of the 12-month term.

7. Notice and Cancellation

7.1 To cancel a Licence or any other Products and Services, including any Add-On Modules or maintenance and support product, a Customer must give Joinerysoft a minimum of 30 days written notice.

7.2 If notice is given during an active term, the Customer remains liable for all outstanding payments associated with the active term.

7.3 All invoices and fees must be settled before the end of the term.

8. Non-Payment and Suspension of Access

8.1 Where a Customer cancels a direct debit payment or fails to pay an invoice on time, Joinerysoft may:

a) Suspend or restrict access to all Products and Services;

b) Pursue the outstanding balance and, at their discretion, only restore full or partial access to the Products and Services if the outstanding balance is settled; and

c) Terminate the Customer’s access to the Products and Services.

8.2 Where a Customer upgrades from one level of Products and Services to another (for example upgrading from JMS 2D to JMS 3D Pro), but fails to pay any invoice linked to the upgrade, Joinerysoft reserves the right to suspend or restrict access to all levels of Products and Services until all invoices have been paid.

8.3 Where access is suspended or restricted, Joinerysoft reserves the right to charge a reasonable administrative fee for the work required to reinstate access.

8.4 Joinerysoft reserves the right to charge interest at the rate of 4% above the Bank of England base rate on any late payments.

9. Intellectual Property

9.1 All content in relation to Joinerysoft’s Products and Services, other than content that is uploaded to by the Customer during their Licence term, belongs to Joinerysoft. Intellectual Property owned by Joinerysoft includes:

a) Tradenames;

b) Logos;

c) Text

d) Design; and

e) The underlying Products and Services; and

f) The underlying code.

9.2 Specifically, this prohibits the unauthorised use, download, copying and other activities that would dilute or damage Joinerysoft’s intellectual property without express permission.

9.3 Where a Customer ends their Licence with Joinerysoft, Joinerysoft may remove or disable access to the Products and Services. Any Customer data and its corresponding intellectual property continues to belong to the Customer, however, access to the Product and Services and the Customer data stored within it requires an active Licence.

10. Data Protection

10.1. These Terms have been drafted in line with and in accordance with the UK General Data Protection Regulation (“UK GDPR”), as enacted into UK law by the Data Protection Act 2018 (“DPA’18”).

11. Severability

11.1 If any of the provisions of these Terms are found to be unlawful, invalid, or otherwise unenforceable by any court or other authority, that or those provisions shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.

12. Changes to these Terms

12.1 Joinerysoft may alter these Terms at any time. If we decide to do so, any changes will become binding on all Customers after the changes have been made.

12.2 You are therefore advised to check these Terms regularly.

13. Force Majeure

13.1 Notwithstanding any other provision of these Terms, neither party shall be liable for any delay in performing or failure to perform its obligations under the Contract, or be deemed to be in breach of the Contract, if the delay or failure is caused by circumstances beyond its reasonable control.

14. Warranties and Limitation of Liability

14.1 Joinerysoft provides best endeavours to deliver its Products and Services to a high standard, and with reasonable skill and care.

14.2 Whilst all technical specifications that features on Joinerysoft’s Products and Services is checked with the original supplier, it is the Customer’s responsibility to ensure that everything is accurate and up to date. Joinerysoft does not take any responsibility for any inaccuracies in the technical specifications that form part of their Products and Services.

14.3 Joinerysoft will do their best to ensure the safety, security and accessibility of their website and Products and Services, however, they cannot be held liable for any damages directly or indirectly resulting from the use of the website/Products and Services, except where expressly required by law.

14.4 If Joinerysoft is liable for causing any harm to a Customer under these Terms, the maximum amount Joinerysoft can recover from Joinerysoft shall not exceed the amount paid by the Customer over a 12 month period.

15. Indemnity

15.1 As a Customer, or a user of the Joinerysoft website, you will defend, indemnify and hold harmless Joinerysoft against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of, or in connection with, the use of Products and Services or the website.

16. Law and Jurisdiction

16.1 These Terms and the relationship between Joinerysoft and their Customers (whether contractual or otherwise) shall be governed by, and construed in accordance with, the law of England and Wales.

16.2 Any disputes concerning these Terms, the relationship between individuals, entities, and Joinerysoft, or any matters arising therefrom or associated therewith (whether contractual or otherwise), shall be subject to the jurisdiction of the courts of England and Wales.