Order and use of PROKON Product Licenses are subject to the following terms and conditions:
For the purposes of this document:
1.1 "Prokon South Africa" means Prokon Software Consultants (Pty) Ltd, a South African company with its principal place of business located at 10 Guild House, 239 Bronkhorst Street, New Muckleneuk, Pretoria, South Africa;
1.2 "Prokon United Kingdom" means Prokon Software Consultants, a United Kingdom business and affiliate of Prokon South Africa, with its principal place of business located in Putney, London, United Kingdom;
1.3 "Prokon Canada" means Prokon Software Consultants (Canada) Ltd, a Canadian company and affiliate of Prokon South Africa, with its principal place of business located in North Vancouver, British Columbia, Canada;
1.4 "PROKON" means all or part of the suite of PROKON Structural Analysis and Design software.
1.4 "Prokon Software Consultants" means the Prokon South Africa or its branches.
1.5 "Prokon WebOrder web site" means the web site at https://weborder.prokon.com that is operated by Prokon Software Consultants (Canada) Ltd;
1.6 "online sale" means ordering an payment for a license purchase agreement or license rental agreement via the PROKON WebOrder web site;
1.7 "client" means a third party desiring to use one or more of the PROKON products for his/her own design needs;
1.8 "module" means a program that is marketed in the PROKON suite of programs with a unique product code and product name e.g. A01:Sumo Structural Modeller;
1.9 "set" means a number of PROKON modules that have been grouped for use to a client's needs;
1.10 "workstation" means a set of PROKON modules, that can be accessed directly or via a network, on a single computer by a user;
1.11 "update" means a free replacement of an older version of a PROKON module by a newer version of that module;
1.12 "License purchase agreement" means an agreement whereby a client purchases icenses for usage of a number of PROKON workstations in one or more sets to be used for an indefinite period. This agreement pertains to usage of the PROKON modules as distributed by Prokon Software Consultants at their discretion on the purchase or shipping date, or any date thereafter, including updates that are permitted by Prokon Software Consultants in the agreement;
1.13 "License rental agreement" means an agreement whereby a client rents icenses for usage of a number of PROKON workstations in one or more sets to be used for a definite period. This agreement pertains to usage of the PROKON modules as distributed by Prokon Software Consultants at their discretion on the purchase or shipping date, or any date thereafter, including updates that are permitted by Prokon Software Consultants in the agreement;
1.14 "multiple workstation discount" means a discount that may be offered by Prokon Software Consultants to a client for purchase or rental of any PROKON license for a module which is being purchased or rented by themselves for use by the client at the same premises of the business;
1.15 "upgrade discount" means a discount that may be offered by Prokon Software Consultants to a loyal client for regular upgrades;
1.16 "maintenance" means an ongoing annual agreement between Prokon Software Consultants and a client for automatic updates of PROKON products icenses that the client uses under a license purchase agreement. It includes free updates and any other services as Prokon Software Consultants may supply under the agreement during a prepaid year. Prokon Software Consultants automatically invoices the client for the next year of updates and services until either party terminates the agreement in writing before expiry of any annual term of maintenance;
1.17 "upgrade" means the purchase of new PROKON modules to replace an old set/sets that have not been maintained. Prokon Software Consultants may at its own discretion grant a discount to loyal clients for frequent upgrades;
1.18 "renewal" means the reinstatement of a license rental agreement between a client who currently has a rental license agreement and Prokon Software Consultants for a new term before the expiry of the current agreement;
1.19 "support" means the assistance to a client in the correct usage of a PROKON product by Prokon Software Consultants staff on a medium suitable for the process;
1.20 "package" means the physical media on which the software is supplied to the client, including any documentation, agreements, forms or additional materials and media supplied in conjunction with the software;
2. Client Requirements:
Before an agreement exists the client shall:
2.1 acquaint himself/herself with this license agreement, and choose to accept the agreement;
2.1 complete in full, the order form;
2.3 pay the full amount online by credit card;
3. Prokon Software Consultants Responsibilities:
3.2 An invoice shall be generated for the order received.
3.3 Prokon Software Consultants will provide instructions to the client to activate the ordered workstations using as per 10.2.
4.1 Discounts mentioned in this section may be granted by Prokon Software Consultants to clients at the sole discretion of Prokon Software Consultants. Prokon Software Consultants retains the right to change any discount value, in any territory, concerning any or all clients, at any time, without notice.
4.2 For any license purchase agreement or license rental agreement, the first copy of any module purchased or rented by a client shall be charged at full price as per the current price list.
4.3 Any further copies at the same site under the same agreement may qualify for a multiple workstation discount.
4.4 Prevailing prices and discounts can be viewed at see http://www.prokon.com/purchase.
4.5 See 8.2 and 8.3 for upgrade discounts.
5. The license purchase agreement:
5.1 is a perpetual agreement for the usage of the software, except for the conditions stated in 5.7;
5.2 currently has an effective starting date on the first day of the next calendar month after the order is placed, but Prokon Software Consultants reserves the right to stipulate a starting date to the client;
5.3 includes one (1) year maintenance in the purchase price, but PROKON retains the right to change this benefit at any time, in any territory, concerning any or all clients, at any time, without notice;
5.4 includes one (1) year support - via e-mail and telephonic support during office hours. PROKON retains the right to change any support structure or benefit, in any territory, concerning any or all clients, at any time, without notice;
5.5 The support agreement in a territory with a accredited dealer is made between the client and the dealer. Should the dealer lose his/her accreditation during a support period, Prokon Software Consultants is under no obligation to take over such an agreement, neither does Prokon Software Consultants give any warranties or guarantees with regard to this support agreement. Should Prokon Software Consultants then at its own discretion supply support to the client, it shall be under terms and conditions as stipulated by Prokon Software Consultants at the time;
5.6 is a prepaid agreement;
5.7 is terminated in the following instances:
5.7.1 unlawful use of any of the PROKON products;
5.7.2 if any attempt has been made to bypass any security or copy protection measures built into the PROKON products;
5.7.3 if any fraudulent information has been given to Prokon Software Consultants, its support staff or any accredited dealer or reseller, in an attempt to acquire additional working PROKON product/products;
5.7.4 when a set or package is split due to non-upgrade/non-maintenance of one or several modules in a set, the agreement is terminated for the modules that are not maintained or upgraded
5.7.5 when a set, workstation or package contains modules under a license purchase agreement and modules under a license rental agreement, the modules under the license purchase agreement that are not upgraded or maintained at the same time as the entry into or renewal of the license rental agreement, shall be deemed to have been removed from the agreement;
6. The license rental agreement:
6.1 is a limited time agreement for the usage of the software;
6.2 currently has an effective starting date on the first day of the next calendar month after the order is placed, for new clients, but Prokon Software Consultants retains the right to specify a starting date;
6.3 has an effective starting date on the date that a previous agreement lapsed, for current clients;
6.4 currently runs for one (1) year but Prokon Software Consultants retains the right to change the term for the next renewal at any time, in any territory;
6.5 includes one (1) year maintenance but Prokon Software Consultants retains the right to change the term or benefit for the next renewal at any time, in any territory;
6.6 includes one (1) year support - via e-mail and telephonic support during office hours. Prokon Software Consultants retains the right to change any support structure or benefit, in any territory, concerning any or all clients, at any time, without notice;
6.7 See 5.5 for conditions of support under a dealership;
6.8 is a prepaid agreement;
7.1 is an agreement that may be entered into with Prokon Software Consultants if the client has a license purchase agreement;
7.2 may be entered into before the first year maintenance after the original purchase expires;
7.3 may be entered into within a year after an upgrade;
7.4 is currently charged at 15% of the prevailing purchase price per module per year of maintenance;
7.5 is an agreement on which discounts may apply, at the discretion of Prokon Software Consultants - see section 4;
7.6 is perpetual. Prokon Software Consultants will automatically invoice the client annually and the client is bound by the agreement until one of the parties terminates the agreement in writing before the end of the current maintenance year;
7.7 entitles the client to updates during the maintenance year, which may be downloaded from the PROKON web site, or may be provided to the client by other means and at intervals deemed practical to Prokon Software Consultants;
7.8 entitles the client to free support during the maintenance year - via e-mail and telephonic support during office hours. Prokon Software Consultants retains the right to change any support structure or benefit, in any territory, concerning any or all clients, at any time, without notice;
7.9 See 5.5 for conditions of support under a dealership;
7.10 is a prepaid agreement;
8.1 is a license purchase agreement of new PROKON modules to replace older PROKON modules;
8.2 Prokon Software Consultants may grant a discount to clients who loyally upgrade often, but do not wish to enter into a maintenance agreement;
8.3 Currently the discounts are as follows:
8.3.1 80% before the end of the first year;
8.3.2 60% before the end of the second year;
8.3.3 40% before the end of the third year;
8.3.4 20% before the end of the fourth year;
8.4 is a license purchase agreement under which discounts, updates and support apply as for all license purchase agreements;
8.5 has an effective starting date on the day of the month that a previous agreement lapsed, unless the upgrade takes place without an upgrade discount;
9.1 is a free software upgrade within:
9.1.1 the first year after purchase;
9.1.2 a license rental agreement;
9.1.3 one year after an upgrade;
9.1.4 a maintenance agreement;
10. Further provisions:
10.1 PROKON software is delivered via electronic download from the PROKON web site at http://www.prokon.com. PROKON software is also available on DVD-ROM at a fee. Prokon Software Consultants retains the right to change the method of shipping the software in any territory, concerning any or all clients, at any time, without notice;
10.2 Usage of the installed software is only possible after activation of the workstation. This may currently be done by calling the Prokon Software Consultants support staff during office hours, over the internet, using a web browser or by e-mail. Similarly the workstation may be deactivated using these four methods. Prokon Software Consultants retains the right to change the method of activation of the software in any territory, concerning any or all clients, at any time, without notice;
10.3 All sales on the Prokon WebOrder web site or through Prokon Software Consultants are for personal or direct company use only. Any purchase for resale or rent is expressly prohibited, unless the party is registered as a reseller with Prokon in the applicable territory. In cases where this condition has not been met, Prokon Software Constants reserves the right to revoke usage rights for any party, or third party. All legal responsibilities will be that of the party that infringed on this condition, and Prokon Software Consultants shall not be held liable.
10.4 Any client office may receive a DVD-ROM with two (2) sets of programs. There may be as many workstations per set as the client requires. Should the client require more than two sets per site, he/she will forfeit the multiple workstation discount. Prokon Software Consultants may at its own discretion apply a discount in this case.
10.5 The PROKON software may be downloaded from the internet at the PROKON web site at http://www.prokon.com. When the programs they have been installed without being activated as described in 10.2, they will run in "DEMO" mode.
10.6 DEMO mode gives the user functioning modules to demonstrate the working of the program. They have however been adjusted in order to make it difficult to do commercial working designs on them.
10.7 The programs in DEMO mode constitute PROKON's student version. Post graduate students may apply for limited time "Evaluation" copies for more intricate models or design examples.
10.8 Evaluation software is a full set of PROKON programs, activated for a limited time, running in full working mode. Prospective clients may request an evaluation from Prokon Software Consultants.
11. Warranty, Limitation of Liability and Jurisdiction:
11.1 With this document Prokon Software Consultants makes and the clients receive no express warranties. Any statements or representations in this document or any communication with you about this document constitute technical information and not any warranty or guarantee. Prokon Software Consultants specifically disclaims any other warranty including without limitation, any implied warranties.
11.2 In no event shall Prokon Software Consultants or its licensors held liable for any incidental, special, indirect, direct, or consequential damages, loss of profits, revenue, data, or cost of cover. In addition Prokon Software Consultants and its licensors will not be held liable for changes to this document or any of Prokon Software Consultants's policies.
11.3 Prokon Software Consultants retains the right to change any clauses in this document without notice and with immediate effect.
11.4 All agreements in this document and/or any other agreements proposed by Prokon Software Consultants and accepted by the client are governed by the laws of the Republic of South Africa . All disputes arising out of or in connection with any agreement as mentioned above shall be subject to the exclusive jurisdiction of and venue in the Supreme Court of South Africa, and the client irrevocably consents to the personal and exclusive jurisdiction and venue of this court.
12. Finality of sale:
12.1 All online sales are final. Once the client has made payment online, he cannot cancel the order or receive a refund.
In exceptional cases, e.g. fraud, Prokon Software Consultants may waive its right to finality of sale and grant refunds. Such refunds will be given at discretions of Prokon Software Consultants management and will be considered only if:
13.1 request are received by e-mail or fax;
13.2 includes full details of transaction and reasons for refund;
13.3 received within 30 days of the transaction.