By using the Software, the User acknowledges that that it has read understood and agrees to be bound by these terms and conditions of use.

In the following terms and conditions, the following words and expressions shall have the following meanings:

“User” the individual authorised to use the Software by Positive Purchasing.

“Course” means the learning course(s) that Positive Purchasing have agreed to provide to the User and any associated tools and course materials.

“Equipment” means the licensee’s personal computer and associated interface display devices on which the software is to operate locally, which the licensee must ensure is in accordance with any minimum specification issued from Positive Purchasing Ltd from time to time.

“Licensee” means User (where directly acquiring the right to use the Software from Positive Purchasing) or other person, firm or company or other organisation who hold the licence to use the Software under which the User is given access to the Software.

“Positive Purchasing” means Positive Purchasing Limited, a company incorporated and registered in England and Wales with company number 04756992 and having its registered office at Plym House Suite 4, 3 Longbridge Road, Plymouth, United Kingdom, PL6 8LT

“Positive Purchasing Materials” means the workbooks, quick reference guides, tools, templates, forms and other materials and information created by us or our authorised agents and provided to you through the lawful use of the Software.

“Software” means the Procleus software suite and, where the context permits, the Positive Purchasing Materials in the form and version supplied by Positive Purchasing from time to time.

“System” means the information technology platform hosted by or on behalf of Positive Purchasing through which the Software is made available to Positive Purchasing’s licensees.

“Use” means to access the software through an online service hosted by on behalf of Positive Purchasing Ltd and to load any of the software into the temporary memory (RAM) of the equipment for the processing of the instructions or statements contained in the Software Equipment and to view access or download video and audio content, information or documents by the User.

“User Account” means the registered individual User account on the System enabling access to the System or parts of it.

The User accessing the System must always have their own valid unique User Account when accessing any part of the System and may only access the System using their own unique login in and security details as recorded against that User Account.

The User must not share or transfer their own unique login and security access information details to any other person.

Use of any part of the System other than through the User’s own valid User Account details is strictly prohibited and will constitute a material breach of these terms and conditions and may constitute an infringement of Positive Purchasing’s intellectual property rights.

The User must notify Positive Purchasing immediately if the User becomes aware of any unauthorised use of the whole or any part of the System by any person.

Content that is specifically identified as downloadable including but not limited to workbooks, quick reference guides, tools, templates, forms and other downloadable materials in Microsoft Word, PowerPoint, Excel of .pdf format comprised in the Software may be downloaded, saved on the Licensee’s equipment only, and hard-copied by the User in the course of the User’s employment or engagement with the Licensee and solely for the internal business purposes of the Licensee.

No copies may be made of the Positive Purchasing Materials except for the downloadable materials referred to above or as provided by Positive Purchasing in printed form and in such case these copies shall only be used internally by the User and only in connection with the User’s business. If the User requires further copies of printed form Positive Purchasing Materials, then these may be obtained under licence from Positive Purchasing in accordance with its standard scale of charges from time to time in force.

For the avoidance of doubt no copies may be made of any web page content, video, audio or E-Podule provided on the System without the prior written consent of Positive Purchasing or except where specifically and expressly authorised by Positive Purchasing.

Unless expressly authorised by Positive Purchasing in writing, the User is not permitted to distribute Positive Purchasing Materials or any other documents or information comprised in the Software to other employees’ workers or agents of the Licensee.

Where Software is issued by Positive Purchasing in any media for installation or back up purposes, only one copy may be installed at any time on any equipment of the Licensee.

The User must not:

• translate, adapt, vary, modify, disassemble, decompile or reverse engineer or make back up copies of the Software or any part of it without Positive Purchasing’s prior written consent or as permitted by applicable mandatory national laws or the express provisions of the licence; specifications required to achieve interoperability of the software with another software program are available from Positive Purchasing on request.
• assign transfer, sell, lease, rent, charge or otherwise deal in any rights to use the Software, or use the software on behalf of any third party who does not have their own valid licence to use the Software;
• provide specification or functionality details to, or make the Software or any part of it available for examination or study by any third party; or
• remove or alter any copyright or trademark or other proprietary notice on any part of the Software or other materials of Positive Purchasing made available under or in connection with the licence to use the Software or the System;
• knowingly do anything that may adversely affect Positive Purchasing’s intellectual property rights.

The User may not alter pre-populated content of Positive Purchasing Materials or remove or obscure any copyright notices or trademarks of Positive Purchasing.

While Positive Purchasing makes no claim in respect of any content or other materials provided by the User or their employer for incorporation into any templates, forms or other materials provided by Positive Purchasing for populating by Users and other third parties, Positive Purchasing reserves all copyright, database rights and other intellectual property rights in the Software, the Courses, the Positive Purchasing Materials and the System, which are made available to the User as licensee only. ALL RIGHTS RESERVED.

The System and the Positive Purchasing Materials are made available to Positive Purchasing’s customers and their Users for training and their internal use only. Positive Purchasing accepts no liability for any claim for infringement of intellectual property rights by any third party resulting from the User’s use of any of the System or the Positive Purchasing Materials in combination with any programs not supplied or approved by Positive Purchasing or any modification of the System or the Positive Purchasing Materials by a party other than Positive Purchasing or its authorised agents.