Grant of Licence
1 In consideration of the payment paid by the Licensee to the Licensor the Licensor hereby grants the non-exclusive right to the Licensee for the use of the Software for the period specified in the contract subject to termination provisions set out below.
2 The Licensee will be given system administrator rights to enable the continuous update of system configuration items, and the addition of specified users. The Licensee shall keep a record of the number and the names of all users and shall permit the Licensor (or its authorised representatives) to inspect such records at all reasonable times and on reasonable notice.
3 Further user Licences within the Licensee’s organisation will be granted on request subject to amendments as agreed between the Licensor and Licensee from time to time. For the avoidance of doubt “organisation” shall mean the Group of Companies of the Licensee entering into this Licence.
Copyright & Intellectual Property
The software has two distinct components:
1. Core code: The Intellectual Property rights / Trademarks and copyrights to the underlying Softools platform remain the sole ownership of Softools Limited at all times. Any changes made to the underlying platform and software code as part of this project are treated as extensions to the platform and remain the ownership of Softools Limited. Softools shall indemnify and keep indemnified the Licensee and its successors against all claims, actions and proceedings brought against and all costs, damages, liabilities and expenses incurred by the Licensee arising from the use of Core Code or Source Materials provided that the Licensee: on becoming aware of the same shall promptly give notice of it to Softools; makes no admission of liability without Softools’ written consent; and allows Softools to have sole conduct and control of the defence and any related settlement negotiations provided that Softools keeps the Licensee informed of the progress of such action or negotiations.
2. Configuration: Client-specific configuration of the solution to meet client operating needs remain the property of the client. These include areas such as homepage set-up, client specific images, reports, and client-specific interactive templates (tools)
1. The Licensee may not modify, adapt, rent, sell or create derivative works based on the Software in whole or part without the express authority of the Licensor.
2. No licence is granted for any general reproduction, republication resale or transmission of the Software.
Warranty and Support
1. The Licensee expressly acknowledges the use of the software is at its sole risk. The Licensor does not warrant functions contained in the software will be uninterrupted or error free.
2. The Licensor’s entire liability for a breach of the warranty will be the replacement of the Software or a refund of the payment made by the Licensee in accordance with the Contract elements set out above.
3. Development and support services shall be performed with the appropriate skill and care in a timely and professional manner by properly skilled personnel of Softools.
4. The application will meet the agreed specification and will continue to meet it during the license period, provided that Softools shall not be responsible for failures due to user error.
5. Softools has used all reasonable endeavours to ensure (including without limitation by the use of all generally available and accepted anti-virus software and procedures) that the application is free from harmful code of any description (whether called locks, viruses, worms or otherwise) including any computer code, programming instruction, or set of instructions that is intentionally constructed to damage, interfere with or otherwise adversely effect computer programs and/or data files and/or hardware and/or computer systems and/or networks.
6. The application and associated documentation (excluding for the avoidance of doubt the Third Party Source Materials) is Softools's own original work and has not been copied in whole or in part.
7. Support services are provided in accordance with the Softools standard Support Services Policy
8. Hosting services and data protection are provided in accordance with the Softools standard Server Security Policy
1. Under no circumstances including negligence will the Licensor be liable for incidental special or consequential damages that result from the use or inability to use the Software. In no event shall the Licensor’s total liability to the Licensee for damages losses or costs exceed the amount paid by the Licensee for this Licence and any further Licences issued in accordance with the paragraph above provided that the Licensor does not seek to exclude or restrict its liability for death or personal injury resulting from its negligence.
Version release and upgrades
1. Where a new issue, update, version be it either minor or major of the Software and/or documentation or part thereof is released by the Licensor it shall be installed at the Licensors discretion and option.
2. If the Licensor reduces or replaces the functionality contained in the licensed products, and provides this functionality as a separate or renamed product, then the Licensee shall be entitled to licence such software product at no additional licence or maintenance fee, subject to the terms and conditions of the licence agreement.
3. If the Licensor releases an option, future product or other release that has substantially the same functionality as the products listed in the licence agreement, and it ceases to provide maintenance for the older software product, then the customer shall be given the option to exchange licences for such replacement product or function at no additional charge.
4. If the Licensor releases a new product or feature which is not part of the existing functionality of the products listed in the license agreement, then the Licensor reserves the right to charge for the use of this functionality. The additional costs will be optional for the Licensee
Programme of Work
1. “Programme of Work” shall mean the timing and sequence of events agreed between the Licensee and the Licensor for the performance of the Agreement as set out in the associated contract as agreed between the Licensor and Licensee;
2. The project shall be carried out in accordance with the agreed Programme of Work. If, after the date of the award of the contract, the Licensee shall have been delayed or impeded by any act or omission of the Licensor or any circumstances beyond the reasonable control of the Licensee, and providing the Licensee shall without delay have notified the Licensor in writing of such delay or impediment, the Licensor shall grant to the Licensee from time to time in writing such extension of time as may be reasonable and the completion date shall be amended accordingly.
1. “Acceptance Tests” shall mean the test specified in the programme of work and/or such other tests as may be agreed in writing between the Licensee and the Licensor to be carried out by the Licensee and witnessed by the Licensor;
2. The Licensor shall provide such information and facilities as is necessary to enable the Licensee to carry out the Acceptance Test(s) by the date specified in the Programme of Work or such other reasonable date as may be agreed.
3. If the project or any portion thereof fails to pass the Acceptance Test(s), repeat tests shall be carried out within a reasonable time upon the same terms and conditions. Unless the failure was due to an act or default of the Licensor, the additional cost of these repeat tests (if applicable) shall be borne by the Licensee. In the event that the repeat tests show that the Software is not in accordance with the Contract or the Programme of Work, then the Licensee shall within a reasonable time exercise its right to:
i. Require the Licensor to supply free of charge, such additional services to rectify such defects in the Software as may be necessary to enable the Software to pass the Acceptance Tests, or;
ii. Accept and retain such of the Software as it may consider expedient at such reduced price as may be agreed between the Licensee and the Licensor, or;
iii. Reject the Software.
This Licence is effective until terminated or until the licence period has expired, whichever is earlier. On termination neither party is obliged to renew the licence. The Licensee may terminate the Licence at any time by informing the Lincensor in writing. The Licence will terminate immediately without notice from the Licensor if the Licensee fails to comply with any provision of this Licence. On termination, the Licensor will close the Site and permanently delete all Applications and associated Records within 30 working days..
¨ Is subject to English Law
¨ Supersedes all prior understandings and agreements
¨ May not be assigned by the Licensee without the written consent of the Licensor (such consent not to be unreasonably withheld)
¨ May be assigned by the Licensor on notice to the Licensee
¨ Covers maximum data use per user of 10Gb (averaged over number of licensed users) Additional blocks of 50Gb of data can be purchased on a per month basis