Last updated: 3 September 2018
- By installing, activating or using CityCAD, Streetscape Pro or any other product or service provided by Holistic City Limited, you agree to the terms of this agreement
- This is a Licence to use the Services, not a sale of a copy of any software, and your use of the Services is subject to the terms and conditions of this Licence agreement.
- You can cancel any order for a CityCAD Licence within 14 days – more details in (5) below
- Please read the agreement below carefully, including the limited warranty and limitation of liability in (9) below. If you have any queries, then do not install, activate or use the Services and contact firstname.lastname@example.org to seek clarification.
1.1 The terms of this Licence Agreement (this ‘Agreement’) shall constitute a legal agreement between you and us (Holistic City Limited, a company registered in England No. 5649954, Registered office: 60 Gray’s Inn Road, LONDON WC1X 8AQ).
1.2 In this Agreement, the ‘Services’ mean all client-side and server-side software, data, documentation, written materials, files and accompanying information, including software, data and documentation, downloaded from the Holistic City website or delivered to you by other means, including but not limited to the CityCAD, Streetscape, Streetscape Pro and CityCAD Viewer applications, as well as the City Information Modelling Toolkit and AssetSIM online services.
1.3 BY INSTALLING, ACTIVATING, ACCESSING OR USING THE CITYCAD SOFTWARE OR ANY OTHER SERVICES PROVIDED BY US, YOU CONFIRM YOUR ACCEPTANCE OF THESE TERMS AND YOUR AGREEMENT TO BE A PARTY TO THIS BINDING CONTRACT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT YOU MUST NOT INSTALL, ACTIVATE, ACCESS OR USE THE SERVICES.
2.1 We will provide the Services to you and subject to these terms you may install, activate, access and use the Services provided that you do so lawfully and in the form made accessible by us. You will be responsible for compliance with these terms by any other users who may have access to the Services through you. You may not sell or offer to resell the Services in whole or in part without our express written consent.
2.2 You may need to set up an account and maintain internet access in order to use Services, and that you will need to comply with our website terms and conditions.
2.3 This Agreement contains terms and conditions for different types of licences and subscriptions for software products and services. In this Agreement, the ‘Licence’ means the specific Licence type you have ordered from us or the Free Trial Licence or Free Licence. By ordering a specific Licence type, you agree to the terms and conditions in this Agreement which are specific to the Licence type you have ordered.
The Licence types currently include the following:
- Free Trial Licence.
- Standard Flexible Subscription – this is available with different billing periods of monthly, quarterly, bi-annually and annually.
- Free Academic Subscription.
- Perpetual Licence.
- Free Licence.
From time to time we may introduce other Licence types. If you are using another type of Licence then you agree to the terms and conditions of the Licence, which will be explained on our website or sent to you in writing.
2.4 Please note that your use of the Holistic City website is subject to separate Terms and Conditions, which can be viewed on the website. The City Design Assistant Panel in the Software displays content from the Holistic City website – this information is accessed and used subject to the Website Terms and Conditions.
2.5 Technical Support by email is included in standard flexible subscriptions, as described in (7) below. Please note that telephone support subscriptions and support, training, consultancy or other services that may be provided by us or others may be subject to a separate agreement.
3 Installation and Activation
3.1 You agree that we may use technological measures to prevent unlicensed or illegal use of the Services. This includes, but is not limited to, requiring you to log in to access the Services, and also copy protection features on installed applications that limit the ability to use the Services.
3.2 You agree that we may use information from your computer, including the system date and time, in order to prevent unlicensed or illegal use of the Services. We may store information about your Licence on the Holistic City server, which will be used if you activate software on your computer automatically online.
3.3 You agree that the Services may cease to operate if attempts are made to circumvent technological measures designed to protect unlicensed or illegal use of the Services including, but not limited to, adjustments to the date settings on a computer.
3.4 Free Trial Licence – The Services may be activated for a one-off trial period, after which the Services will cease to function.
3.5 Licence Order and Activation Process
- a) Contact us by email or telephone to place your order; or
- b) Place an order by visiting our online store.
3.5.2 You will be directed to order pages on our website secured by TLS. For payment, you will be redirected to a secure page on the WorldPay website. For recurring payments you will be able to create a FuturePay agreement. This is a separate agreement between you and WorldPay to make recurring card payments.
3.5.3 You will receive emails from us and WorldPay with order and payment information, and your activation key.
3.5.4 Download the latest CityCAD Setup file and install the Software, if you have not already done so.
3.5.5 In the Product Activation window, enter your activation key and click ‘Activate’.
3.5.6 If your payment has been made successfully, or if a FuturePay agreement has been set up with WorldPay, your Licence will be activated automatically. Please wait until you receive the email from us with your activation key before attempting to activate.
3.5.7 Your Software Licence will begin on the day that you receive confirmation of payment. If you experience problems with automatic online activation, then you must let us know within 7 days and we can send you a manual activation code and reset the start of your Software Licence to the day that we send you the manual activation code.
3.6 You agree to pay for the chosen Software Licence, and in return we offer you a non-exclusive, limited Licence to use the Software subject to the terms and conditions in this Agreement.
4.1 Please note that products are normally delivered electronically through the Downloads area of our website. If this method of delivery is used, you will not receive any goods by post and no charge will be made for postage and packing.
4.2 If you require a hard copy invoice and/or if you require the Software to be delivered on a CD, this can be requested by emailing email@example.com. We reserve the right to apply a reasonable duplication and packaging charge, as well as standard postage rates, but will ask you to confirm your agreement to any extra charges before they are incurred.
5 Cancellation Terms and Refund Policy
5.1 You may cancel any Software Licence within 14 days of first receiving confirmation of your Software Licence being authorized. If you decide to cancel the Software Licence, you must immediately remove all copies of the Software from your systems. You may retain configuration files, and any urban model files, urban resource files, sample files, or exported information, in case you decide to order another subscription and re-activate CityCAD at a later date.
5.2 If you have made a payment before you cancel a Software Licence within the first 14 full days after a Licence has been authorized for activation, then the amount of this payment will be refunded to you. We will process any refund due to you as soon as reasonably possible and, in any event, within 30 days of the day we receive your notice of cancellation.
5.3 If you have signed up to a Standard Flexible Subscription Licence, you may cancel your Licence before the end of each billing period. If you log in to the WorldPay website and cancel a FuturePay agreement that you have made with them to pay for a Standard Flexible Subscription, then you are effectively giving notice that you wish to cancel the Software Licence at the end of the current billing period. Alternatively, you can give us notice by post or telephone and we will de-authorize your Software Licence. If you decide to cancel the Software Licence on this basis, you can continue to use the Software until the end of the billing period, but your Licence will be be de-authorized for online activation after the end of the current billing period. When your copy expires, you must immediately remove all copies of the Software from your systems. You may retain configuration files, urban model files, urban resource files, sample files and exported information on your system in case you decide to order another subscription at a later date.
6 Free Academic Licences
6.1 You agree that copies of the Software used under a Free Academic Licence are only intended for non-commercial purposes and agree that such copies will only be used for non-commercial purposes by the following categories of individuals and organizations:
- a) An educational institution.
- b) Full and part time faculty and staff of educational institutions or establishments.
- c) Full and part time enrolled students of an educational institution or establishment.
- d) Public libraries which provide general library services without charge to all residents of a given community, district or region, and which are supported by public or private funds, and which make their basic collections available to the population of their defined service area without charges to individual users, but which may impose charges on users outside its defined service area, and which may or may not provide products and services beyond their basic services, to the public at large with or without individual charges.
- e) Public museums which are a public or private agency or institution organized on a permanent basis for essentially educational or aesthetic purposes, and which utilize a professional staff, and which own or utilize tangible objects, care for them and exhibit them to the public on a regular basis.
- f) A group or organization within a recognized local, regional or national government department or agency, which is primarily and directly involved in organizing, funding or administrating educational activities, provided that the Software is used wholly and exclusively for educational purposes.
- g) A group or organization within a recognized professional institution relating to the built environment, for example a member of the Urban Design Alliance in the UK, which is primarily and directly involved in organizing, funding or administrating educational activities, provided that the Software is used wholly and exclusively for educational purposes.
- h) Companies and organizations whose primary activity is providing professional development and training, such as seminars, in-house training and conferences on subjects related to the built environment – architectural and urban design, town and country planning, civil engineering, movement/transportation engineering, building surveying, property development and urban economics, provided that the Software is used wholly and exclusively for educational purposes.
6.2 You agree that CityCAD Free Academic Licences are only intended for use by those involved in the study of city design, planning and development. There is a wide range of courses of study that this applies to and students are advised to try a free trial and to consider carefully whether it is an appropriate tool for their particular course. If in doubt, you are recommended to seek advice from your course director or other qualified advisor before any purchase.
7 Technical Support
If you have purchased a Standard Flexible Subscription, you are entitled to technical support by email for the duration of the Licence subject to the other terms in this Agreement. Any email support will normally only be provided between 9.00am and 5.30pm London (UK) time to assist in resolving problems and dealing with suspected faults in the Software. We aim to reply to all support requests within 1 hour, and in any event within 24 hours, but response times may vary and we do not provide any guarantees as to response times.
If you are using a Free Trial or Free Academic Licence, or any other kind of Licence for which no payment has been received, we will normally aim to provide technical assistance, but these types of Licence do not include any entitlement to technical support.
7.2 Use of Latest Version of the Software
From time to time, we may make available upgrades to the Software, which can be downloaded from our website. Although it is not a requirement of this Agreement, we strongly recommend that users always download and install the latest version in order to benefit from any new bug fixes, features and performance optimizations. If we believe that a technical problem reported to our support team might be caused by not using the latest version of the Software, then at our sole discretion we may decide not to provide technical support for that problem.
7.3 Technical Support Fair Use Policy
We ask that you consult the CityCAD help documentation and the CityCAD knowledgebase to see if a solution is available before you contact our technical support team. We may answer support requests by reference to the help documentation. We reserve the right to refuse to provide technical support if, in our sole discretion, we believe that an excessive quantity of requests for support are being made, which could be reasonably answered by reference to the Help Documentation and other sources.
7.4 Special Agreements
A separate agreement may be set up between you and us to provide premium technical support services to you by telephone, email and, by mutual agreement and where convenient for both parties, by any other form of communication including video conferencing or online chat. Any such agreement will be separate to this Software Licence Agreement. Please contact firstname.lastname@example.org if you would like more details.
7.5 Perpetual Licences
If you buy a Perpetual Licence, then we will normally aim to provide technical assistance, but this type of Licence does not include any entitlement to technical support.
8.1 You acknowledge that the Services are provided using materials which are proprietary to us, and you agree that we own all right, title and interest (including, without limitation, patents, copyrights, trademarks, trade secrets and all other intellectual property rights) in materials involved in the delivery and operation of the Services, except for your own content which you have uploaded as part of your use of the Services. You acquire no ownership of materials from this Agreement and no right to use the Services except subject to the terms of this Agreement.
8.2 You acquire no right to copy the Software, prepare derivative works, or participate in any development, manufacturing, marketing, and maintenance of the Services.
8.3 The Services and related materials are protected by copyright law and international copyright treaties. You may not disassemble, decompile, reverse engineer, redistribute (in any form) or modify the Services in any way at any time.
9 Limited Warranty and Limitation of Liability
9.1 We warrant that the Services will perform substantially in accordance with the description provided to you for a period of ninety days from the start of your use of the Services, or until your Licence ends, whichever is the sooner. You agree that, when using complex software applications, there is a small possibility of faults and unexpected results when using the Software.
9.2 If, during the ninety days, you determine that the Software does not operate substantially in accordance with the documentation, then you should promptly notify us by email or in writing, specifying the non-conformance with the documentation in sufficient detail that it can be reproduced by our technical support team.
9.3 We will make reasonable efforts to bring the Software in conformance with the documentation and to provide you with a corrected version, or an alternative means of accomplishing the same or equivalent functionality, as soon as reasonably possible.
9.4 You agree not to allow any third party to use the Software on your hardware or otherwise and to indemnify and hold us harmless from any damages or claims arising from use by any third party.
9.5 You agree to back up data regularly and take other appropriate measures to protect your programs and data.
9.6 IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF INCOME OR REVENUE, LOSS OF BUSINESS, LOSS OF PROFITS OR CONTRACTS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, WASTE OF MANAGEMENT OR OFFICE TIME OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND HOWSOEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE OR IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WE WILL NOT BE RESPONSIBLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ANY OF OUR OBLIGATIONS UNDER THIS AGREEMENT CAUSED BY EVENTS OUTSIDE OUR REASONABLE CONTROL, OR FOR ANY OTHER CLAIM BY YOU.
9.7 In any case our entire liability shall be limited to the amount actually paid by you for the Software Licence. These limitations do not apply to any liabilities that cannot be excluded by applicable laws.
9.8 Except for the educational Licences, the Software is designed to be used only by qualified city design, planning and development professionals, and is only intended for broad, strategic modelling of masterplans. The Software uses many assumptions to calculate data, and it is your responsibility to determine whether the Software is the appropriate tool for the project for which it is being used.
9.9 You understand that the Software is not designed for detailed design work. While the Software can provide a reasonably accurate representation of a masterplan, it is not a perfect model and all outputs such as number of units or floor areas should be treated as indicative and only used to investigate broad design scenarios at the feasibility stage, equivalent to RIBA (Royal Institute of British Architects) Plan of Work 2013 Stages 1 and 2. It should not be used for detailed design or construction work under any circumstances. Images generated by the Software should not be relied upon as Accurate Visual Representations or used in the precise analysis of significant views.
9.10 Most outputs of the Software including but not limited to numbers of units, parking spaces and populations are estimates and should not be treated as exact. The exact numbers will require a detailed design exercise, and may differ significantly from the estimate provided by the Software.
9.11 THE REGULATIONS GOVERNING CITY DESIGN, PLANNING AND DEVELOPMENT ARE COMPLEX, AND VARY THROUGHOUT THE WORLD. USE OF THE SOFTWARE DOES NOT GUARANTEE COMPLIANCE WITH LOCAL PLANNING, HIGHWAYS, BUILDING CONTROL OR OTHER APPLICABLE REGULATIONS. THE SOFTWARE IS NO SUBSTITUTE FOR PROFESSIONAL JUDGEMENT. IF YOU ARE IN ANY DOUBT YOU SHOULD SEEK ADVICE FROM A QUALIFIED ARCHITECT, ENGINEER, SURVEYOR OR OTHER PROFESSIONAL APPROPRIATE TO YOUR PROJECT.
9.12 You may not use the Software for any illegal or unauthorized purpose including, but not limited to, violation of copyright or trademark laws. You agree to indemnify and hold us harmless from any damages or claims arising from any use of the Software by you for illegal or unauthorized purposes.
10 No obligation on account of information provided by you
10.1 We do not want to receive and you agree not to disclose to us any information that is confidential or proprietary to you or others.
10.2 You agree that the contents of all oral and written reports to us and any other materials, information, suggested features, ideas, concepts and know-how provided by you (including any corrected faults in the Software) become the property of us for all business purposes, without any accounting or any payment to you. We agree to take reasonable steps to protect the confidentiality of any CityCAD models received by us from you for technical support purposes.
10.3 Under no circumstances will we become liable for any payment to you for any information that you provide, whether concerning the Software or otherwise, no matter how such information is used or exploited by us or anyone else, except as may be separately agreed in writing.
11 Customized Plugins to Services
For the avoidance of doubt, this Agreement only relates to the standard Services, and does not relate to any non-standard customized software components that operate alongside the Services, that are not available as part of the standard offer, and which may be developed by us or others. Licensing or sale of any customized versions of the Services will be covered by a separate agreement.
12.1 The prices advertised on our website constitute an ‘invitation to treat’ and are not a contractual offer.
12.2 Subscription rates are subject to variation from time to time, although you will be notified by email at least three months before any change. Monthly subscription rates will not be changed in the first 12 months of a continuous monthly subscription period.
13.1 As part of the Services, you may be able to store information such as CityCAD models, images and other files in a secure online storage service.
13.2 You retain ownership and responsibility for any content uploaded as part of your use of the Services, and agree that you will take responsibility for any information uploaded by you or any other team members on your account.
13.3 We will not access, modify or delete your information except as may be required by law, or as may be necessary to provide technical support to you on request, or as may be necessary to perform maintenance or to deliver the services, or in order to process orders and account closures, or as otherwise may be agreed in writing with you.
13.4 You agree that information may be stored on servers belonging to a third party. While we will endeavour to store all information within the UK or EU, there is a possibility that some information may be transmitted outside of these jurisdications.
13.5 You agree that we and third-party storage providers may back up your information and that your information may persist for a period of time in backup storage after you have deleted files from your account.
14.2 You agree that you are responsible for compliance with all applicable privacy and data protection laws relating to personal information stored by you as part of your use of the Services, and that you will ensure that you have the required consent before storing personal information as part of your use of the Services.
14.3 You agree and understand that any data storage functionality associated with the Services is not intended for the storage of social security numbers, credit or debit card numbers, financial account numbers, driver’s licence numbers, medical information, health insurance information, sensitive data about personal characteristics such as race, religion or sexual orientation, or other personal data that may pose a risk of harm to the individual if improperly disclosed. You agree not to upload or otherwise submit any such information in connection with the Services and agree that we will have no responsibility or liability with respect to such information.
15.1 Please note that we may not file a copy of this Agreement. We may update the version of this Agreement on our website and stored within future versions of the Services, and we do not guarantee that the version you have agreed to will remain accessible. We therefore recommend that you download, print and retain a copy of this Agreement for your own records.
15.2 No agency, partnership, joint venture or similar relationship is created by this Agreement. We may enter into the same, different or similar agreements with others.
15.3 If any translations of this Agreement are offered and prepared, the English version of this Agreement is binding in case of any inconsistencies between it and any future translations.
15.4 This Agreement and the Help Documentation provided with the Services constitute the entire agreement between us and you in relation to the Services, and supersede any previous agreements, arrangements or understandings including Licence agreements made during the Beta Test Programme for any Service.
We and you both acknowledge that, in entering into this Agreement, we or you do not rely on any statement, representation, assurance or warranty, whether it was made innocently or negligently, of any person, whether a party to this Agreement or not, other than expressly as set out in this Agreement. Any change or addition to this Agreement must be in writing and signed by you and a Director of Holistic City Limited.
15.5 You may transfer this Agreement to another party if it relates to a licence for CityCAD if the other party agrees to the terms and conditions of this agreement, and you inform us by emailing email@example.com with the contact details of the other party, and if you then deactivate your copies of the CityCAD software, send us the deactivation code and then remove all copies of the CityCAD software in your possession. You may retain CityCAD configuration files. You may not transfer this Agreement or any portion thereof except as described in this Agreement. We shall have the right to freely assign or transfer this Agreement.
15.6 This Agreement, and any non-contractual obligations arising out of or in connection with this Agreement, are governed by the law of England. We and you irrevocably submit to the exclusive jurisdiction of the English Courts for the determination of disputes arising under this contract.