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Terms and Conditions
 

1. Introduction

These Terms and Conditions ("Terms") govern the use of the CAD Scan software ("Software") provided by Mercerlyon Limited ("Company", "we", "our", or "us"), a company registered in the United Kingdom.
 

2. License Terms

2.1. The Company grants you a non-exclusive, non-transferable license to use the Software according to your purchased subscription plan.
 

2.2. License Types:

  • Single User: Provides 1 license key

  • Team: Provides up to 5 license keys

  • Professional: Provides up to 10 license keys


2.3. Each license key:

  • Can only be activated on one machine at a time

  • Is bound to the machine where it is first activated

  • Cannot be used concurrently on multiple machines

  • Must be used in accordance with these Terms


2.4. Subscription periods are either monthly or yearly as specified in your purchase, valid for 12 months from the date of purchase.


3. Payment Terms and Contract Duration


3.1. All prices are in British Pounds Sterling (£) and exclude any applicable taxes.


3.2. By purchasing a subscription, you are entering into a binding 12-month contract. This applies to both monthly and annual payment plans.


3.3. The full 12-month subscription fee is due and payable regardless of the chosen payment frequency. Selecting monthly payments is a payment convenience only and does not create a month-to-month contract.


3.4. Early termination by the customer does not release them from the obligation to pay the full 12-month subscription fee.


3.5. The Company reserves the right to modify pricing for subscription renewals. Any price changes will not affect existing subscriptions during their current term but will apply upon renewal. The Company will provide notice of price changes at least 30 days before renewal.


3.6. For monthly payment plans:

  • Payment is due on the same date each month

  • If payment fails or is not received, the Company will attempt to collect payment for up to 5 days

  • After 5 days of non-payment, access to the Software will be automatically suspended

  • During suspension, users will not be able to use the Software

  • Suspension does not release you from the obligation to pay the remaining balance of the 12-month term

  • The Company reserves the right to:

    • Pursue collection of the entire remaining balance for the 12-month term

    • Charge interest on overdue amounts at 8% plus the Bank of England base rate

    • Report payment defaults to credit reference agencies

    • Take legal action to recover the debt

    • Recover reasonable costs incurred in collecting the debt


3.7. You are responsible for:

  • Providing valid payment details

  • Ensuring sufficient funds are available

  • Updating payment information before expiration

  • Any bank charges or fees related to failed payments

  • The full contract value regardless of usage or suspension


3.8. Reinstatement after suspension requires:

  • Payment of all outstanding amounts

  • Payment of a £50 reinstatement fee

  • Either payment of the remaining term in full or establishment of a new payment schedule at the Company's discretion
     

3.9. No refund or credit will be provided for any unused portion of the service after suspension due to non-payment.


4. Usage Restrictions and License Keys


4.1. License Manager Requirements

  • The Software requires the Mercerlyon License Manager application to be installed and running

  • License Manager must be running continuously while using CAD Scan

  • License Manager performs regular license validation with our server

  • If License Manager is not running or cannot validate the license, CAD Scan will cease to function

  • You must maintain a stable internet connection for license validation

  • Your network must allow connections to our license validation endpoints

  • You must install License Manager updates when provided to ensure continued functionality

  • Attempting to modify, bypass, or interfere with the License Manager or its validation process is strictly prohibited


4.2. License Keys and Machine Binding

  • Upon purchase, you will be provided with the number of license keys corresponding to your subscription plan

  • Each license key can only be activated on one machine at a time

  • The license key becomes bound to the machine's unique identifier upon first activation

  • License keys cannot be transferred between machines without Company authorization

  • You are responsible for keeping your license keys secure and confidential

  • You must notify us immediately of any unauthorized use of your license keys


4.2. Machine Changes and Transfers

  • License keys are bound to the machine where they are first activated

  • If you need to transfer a license to a different machine, you must contact support

  • The Company reserves the right to limit the frequency of machine transfers

  • The Company may require verification before approving machine transfers


4.3. Usage Restrictions

You may not:

  • Modify, reverse engineer, or decompile the Software or License Manager

  • Remove any copyright or proprietary notices from the Software

  • Attempt to bypass or circumvent the license key system or License Manager

  • Share, sell, or transfer license keys to third parties

  • Attempt to modify the machine identifier

  • Attempt to interfere with, block, or modify the license validation process

  • Use the Software on more machines than your licensed quantity

  • Transfer or sublicense the Software to any third party

  • Terminate, modify, or interfere with License Manager's operation


5. Support Services


5.1. Standard Support includes:

  • Email technical support

  • Bug fixes and maintenance updates

  • Response within 2 business days


5.2. Priority Support (Professional plan only) includes:

  • All Standard Support features

  • Priority email support

  • Response within 1 business day

  • Implementation assistance via email


6. Data Protection and Privacy


6.1. The Company complies with UK data protection laws including the UK GDPR.


6.2. User data collection and processing are governed by our Privacy Policy.


7. Warranty and Liability


7.1. The Software and License Manager are provided "as is" without warranty of any kind, either express or implied.


7.2. To the maximum extent permitted by applicable law, the Company's total aggregate liability under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £1,000 (one thousand British Pounds Sterling).


7.3. Nothing in these Terms shall limit or exclude our liability for:

  • Death or personal injury caused by our negligence

  • Fraud or fraudulent misrepresentation

  • Any other liability that cannot be excluded or limited by English law


8. Termination


8.1. The Company may terminate your license if you breach these Terms.


8.2. Upon termination:

  • All rights granted to you under these Terms cease

  • You must cease all use of the Software

  • You must delete all copies of the Software

​

9. Software Updates and Compatibility
 

9.1. Updates and Maintenance

  • The Company will provide software updates during the subscription period

  • Updates may be automatic or require user installation

  • The Company is not responsible for any disruption caused by user delay in installing critical updates

  • Compatibility with third-party software is not guaranteed after updates

 

9.2. System Requirements

  • You are responsible for ensuring your systems meet the minimum requirements

  • The Company is not liable for performance issues due to inadequate hardware

  • The Software requires:

    • MicroStation 2024 version 24.0.0.1 or greater to function

    • Continuous internet connection for license validation

    • License Manager to be installed and running

    • Sufficient permissions to allow License Manager to operate as a system tray application

    • Network access to our license validation endpoints (details provided with installation)

    • Appropriate firewall and security software configuration to allow license validation

    • Regular installation of License Manager updates

  • The Company will provide notice of any changes to system requirements

  • Current endpoint information will be provided with installation and update documentation

 

9.3. Modifications to Terms

  • The Company reserves the right to modify these Terms at any time

  • Changes will be communicated via email at least 30 days before they take effect

  • Your continued use of the Software after the effective date constitutes acceptance of the modified Terms

  • If you do not agree to the modified Terms, you may terminate your subscription, but this does not release you from any payment obligations for the remainder of your current 12-month term

  • Critical updates relating to security, compliance, or technical compatibility may take effect immediately

 

10. Governing Law


10.1. These Terms are governed by the laws of the United Kingdom.


10.2. Any disputes shall be subject to the exclusive jurisdiction of the courts of the United Kingdom.

​

11. Contact Information


For any questions regarding these Terms, please contact:

Mercerlyon Limited
128 City Road
London
EC1V 2NX
United Kingdom

Email: contact@mercerlyon.com

 

12. Intellectual Property Rights


12.1. Ownership

  • The Software and all related intellectual property rights remain the exclusive property of Mercerlyon Limited

  • No transfer of ownership rights occurs under these Terms

  • All trademarks, logos, and brand names are the property of their respective owners

​

12.2. Feedback and Suggestions

  • Any feedback, suggestions, or ideas you provide regarding the Software may be used without obligation to you

  • You grant us a perpetual, irrevocable license to use and incorporate such feedback

​

13. Confidentiality


13.1. Confidential Information includes:

  • Software source code and architecture

  • Pricing information (except as publicly advertised)

  • Technical specifications and documentation

  • Authentication credentials and security measures

​

13.2. You agree to:

  • Maintain the confidentiality of such information

  • Use it solely for the purpose of using the Software

  • Not disclose it to any third party without our written consent

​

14. Export Compliance

 

14.1. You agree to comply with all applicable export laws and regulations

 

14.2. You represent that you are not located in a country subject to UK trade restrictions

 

14.3. You will not export, re-export, or transfer the Software in violation of any export laws

 

15. Force Majeure


15.1. Neither party shall be liable for any failure or delay in performance due to circumstances beyond reasonable control, including:

  • Natural disasters

  • War or civil unrest

  • Cyber-attacks or system failures

  • Government actions or regulations

  • Network or telecommunications failures

 

16. Assignment


16.1. You may not assign or transfer any rights under these Terms without our prior written consent


16.2. We may assign our rights to any successor in interest

 

 

Last updated: 30 December 2024

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