Software Licence Agreement

    Please read this end user software license agreement ("Licence") carefully before downloading or using the Veesus software ("Application") accompanying this license. By downloading or using the application, you are entering into and agreeing to be bound by the terms of this license.

    If you do not agree to the terms of this license, do not download or use the application.

    This Software Licence Agreement (the "Agreement") is made and entered into by clicking the "Accept" button, when executing the application for the first time (the "Effective Date"), by and between Veesus Ltd, whose registered office is at Unit 15c, Blackpole East, Blackpole Road, Worcester, WR3 8YB, ENGLAND (hereinafter, "Veesus Ltd" and/or "Licensor"), and the organisation/person selecting "Accept" ("Licensee").

    NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee agree as follows:

    AGREEMENT

    1. Definitions

    Confidential Information — Shall mean all technology and other proprietary information of Licensor or its licensors or vendors, including without limitation, all technology and other proprietary information relating to the manufacture, use and sale of the Software Product, Test Programs and Documentation and information regarding other products, customer lists, pricing, business practices, plans and methodologies, which information is neither made freely available by the Licensor to its customers nor published nor otherwise made available to the public through sources entitled to disclose the same, and regardless of whether or not confirmed in writing by the Licensor as being confidential. Confidential Information shall include information obtained directly or indirectly, or derived incidentally, such as (without limitation) by visits to the premises of the Licensor or from discussions regarding peripheral technologies or business information.

    Contract — Shall mean the contract between the parties hereto.

    Designated Site — Shall mean the site as detailed below in respect of which the Licence is granted pursuant to clause 3 (Company or Person clicking "Accept").

    Documentation — Shall mean one copy of operating manuals, user instructions, technical literature and other related materials supplied to the Licensee by the Licensor for aiding the use and application of the Software Product to be provided in the English Language.

    Fault — Shall mean the failure of the Software Product to conform substantially to the Specification.

    Fee — Shall mean the licence fee agreed between the Licensor and Licensee per licence, plus VAT and any other charges including but not limited to shipping costs, insurance, and export/import licences payable by the Licensee to the Licensor for the Software Product.

    Hardware Product(s) — Shall mean the designated equipment of the Licensee detailed below in respect of which the Licence is granted pursuant to clause 3.

    Intellectual Property Rights "IPR" — Shall mean all intellectual property rights including, without limitation, all patents, copyright, design rights, trademarks, service marks, trade dress, trade secrets, database rights, rights in respect of computer software (including, without limitation, all source and object code, algorithms, architecture, structure, display screens, layouts and development tools), inventions, designs, samples, specifications, schematics, confidential information and know-how, processes, formulae, development tools, discoveries, improvements, ideas, techniques, materials, flow charts, outlines, lists, compilations, manuscripts, writings and pictorial materials, and all other rights in the nature of intellectual property rights (whether registered or unregistered, existing now or in the future) and all applications for the same, anywhere in the world, and all documentation and media constituting, describing or relating to the foregoing, including without limitation, manuals, memoranda and records.

    Licence — Shall mean this Software Licence Agreement.

    Licence Period — Perpetual licenses are valid from the Effective Date of the Licence, with annual maintenance payments for support and updates. Subscription licences are valid from the Effective Date of the license and expire after 12 Months.

    Licensee Programme — Shall mean the programme of work as defined in the Contract.

    Software Product — Shall mean any Veesus Ltd Software.

    Specification — Shall mean the specification for the Software Product owned by the Licensor.

    Test Program(s) — Those program(s), if any, supplied to Licensee for the purpose of allowing Licensee to test the Software Program.

    Update — Shall mean any maintenance release and any other updates, enhancements, improvements, patches or modifications provided to Licensee.

    Users — Shall mean one (1) user of the Software Product.

    2. Interpretation

    2.1. Unless the context requires otherwise: references to the Licensor include its permitted successors and assigns; references to statutory provisions include those statutory provisions as amended or re-enacted; references to any gender include all genders; and words in the singular include the plural and in the plural include the singular.

    2.2. The headings in this Licence do not affect its interpretation. Save where the context otherwise requires, references to clauses are to clauses of this Licence.

    2.3. In the case of ambiguity or conflict between any provision contained in the body of this Licence and any provision contained in any purchase order or the Contract, the provision in this Licence shall take precedence.

    3. Grant of License

    3.1. The Licensor, subject to the terms and conditions contained herein, hereby grants to the Licensee a non-exclusive, non-assignable license to use the Software Product in object form only on designated Hardware for use at designated locations under the control of the Licensee, during the License Period, unless sooner terminated in accordance with this Agreement; to use the Documentation in connection with such use, and to use the Test Programs(s) for the sole purpose of testing the Software Product.

    3.2. The Licensee shall have no right to grant sub-licenses.

    4. Limitations on Use

    4.1. The Software Product and Documentation are provided solely for the use of the Licensee and its employees.

    4.2. The Licensee shall not:

    • 4.2.1. sell, lease, hire, make available to or otherwise dispose of the Software Product, Test Program(s) or Documentation to any third party other than as expressly provided for in this Licence, or as otherwise authorised in writing by the Licensor, and then only to the extent so permitted; or
    • 4.2.2. alter, copy except as provided herein, modify, create derivative works, adapt, decompile, reverse engineer or disassemble the whole or any part of the Software Product, Test Program(s) or Documentation, or otherwise reduce the Software Product or Test Program(s) to a human perceivable form, nor permit the Software Product or Test Program(s) or any part thereof to be combined with or become incorporated in any other programs; or
    • 4.2.3. copy or reproduce the whole or any part of the Test Program(s) or Documentation without the express prior written permission of the Licensor, and then only to the extent so permitted; or
    • 4.2.4. otherwise use the Software Product, Test Program(s) or Documentation in any manner not permitted by this Licence.

    4.3. No complete or partial copies of the Software Product shall be made by the Licensee without the express prior written permission of the Licensor, and then only to the extent so permitted.

    5. Fee

    5.1. The Licensee shall pay the Licensor the Fee, within thirty (30) days following acceptance of the Software Product, or as otherwise agreed in the Contract.

    6. Delivery, Installation and Acceptance

    6.1. The Licensor shall deliver the Software Product via download to the Licensee within 14 calendar days after receipt of this executed Licence and Documentation (which shall be provided in the English language).

    6.2. On receipt of the Software Product, the Licensee shall, at its expense, install the Software Product on the Hardware Product(s) and test the Software Product. On conclusion of the test or tests the Licensee shall:

    • 6.2.1. accept such Software Product and issue to the Licensor an acceptance certificate; or
    • 6.2.2. formally reject the Software Product, uninstall it and return it and Documentation to the Licensor within twenty eight (28) days of delivery.

    6.3. If the Licensee neither issues an acceptance certificate within twenty eight (28) days of delivery nor rejects the Software Product in accordance with clause 6, acceptance shall be deemed to have taken place on expiry of that period.

    7. Title and Risk of Loss

    7.1. Risk in the Software Product and Documentation shall pass on delivery to the Licensee.

    7.2. Title in the Software Product, Test Program(s) and Documentation shall be retained by the Licensor.

    8. Warranty

    8.1.1. Whilst care has been taken in the preparation of the Software Product, the Licensor does not warrant that the use of the Software will be uninterrupted or error free.

    8.2. The Licensor warrants that the Software Product will materially conform to the Specification for a period of twelve (12) months (the "Warranty Period") from the date of delivery evidenced by the delivery note on the Software Product, provided that any advice, recommendations or instructions given by the Licensor in respect of the hardware requirements for the Software Product and the method of installation, use or operation of the Software Product are adhered to by the Licensee.

    8.3. If during the Warranty Period, the Licensee notifies the Licensor in writing of any Fault in the Software Product in consequence of which it fails to conform in all material respects to the Specification, and such Fault does not result from (a) the Licensee, or anyone acting with the authority of the Licensee, having amended the Software Product or used it outside the terms of this Licence, (b) use of the Software Product for a purpose or in a context other than the purpose or context for which it was designed or (c) use of the Software Product in combination with any other software not provided by the Licensor, then the Licensor shall at its own sole option do one of the following:

    • 8.3.1. make such modifications to the Software Product as are necessary to ensure conformity with the Specification without charge; or
    • 8.3.2. replace the Software Product without charge; or
    • 8.3.3. terminate this Licence immediately by notice in writing to the Licensee and refund the Fee (if any) paid by the Licensor as at the date of the termination (less a reasonable sum in respect of the Licensee's use of the Software Product to the date of termination) on return of the Software Product, Test Program(s) and the Documentation, and all copies thereof;

    provided that the Licensee provides such information that may be necessary to assist the remediation of any Fault including sufficient information necessary to recreate the detected Fault.

    8.4. Warranty according to this Licence does not apply to any repair or modification or rectification undertaken by third parties unless agreed in writing by the Licensor in advance.

    8.5. The Licensee accepts responsibility for the selection of the Software Product to achieve its intended result.

    8.6. EXCEPT AS EXPRESSLY SET OUT HEREIN, THE LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SOFTWARE, TEST PROGRAM(S) OR DOCUMENTATION INCLUDING WITHOUT LIMITATION ALL WARRANTIES OR OTHER TERMS AS TO SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE OR THE USE OF REASONABLE SKILL AND CARE, WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. IN ADDITION, THE LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN LICENSEE WITH RESPECT TO THE LICENSED SOFTWARE OR ANY PART THEREOF.

    8.7. The Licensee agrees that the warranties set out in this clause are the sole remedies to which the Licensee shall be entitled, and are in lieu of and exclude all other terms, conditions or warranties implied by statute, law or otherwise as to the quality or fitness for any particular purpose of the Software Product, Test Program(s) or Documentation.

    9. Limitation of Liability

    9.1. IN NO EVENT SHALL THE LICENSOR OR ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF INCOME, LOSS OF USE OR PROFITS, LOSS OF ANTICIPATED BUSINESS, LOSS OF DATA OR INFORMATION, OR BUSINESS LOSSES, EVEN IF SUCH DAMAGES ARE FORESEEABLE, EVEN IF THE LICENSOR HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

    9.2. The Licensor's total liability to Licensee for any claim under this License shall be limited to the Fee paid for the Software Product.

    10. Intellectual Property Rights; Parties' Rights and Indemnity

    10.1. The Licensee acknowledges that all Intellectual Property Rights in the Software Product (including without limitation, any supplied Update), the Test Program(s) and the Documentation belong and shall belong to the Licensor or its suppliers, and the Licensee shall have no rights in or to the Software Product, the Test Program(s) or the Documentation other than the right to use them in accordance with the terms of this Licence.

    10.2. The Licensor at its own expense shall deal with, settle and defend, as appropriate, any enquiry, claim or action brought against the Licensee to the extent that it is based on an allegation that any possession or use by the Licensee of the Software Product pursuant to this Licence infringes Intellectual Property Rights of a third party provided that:

    • 10.2.1. the Licensee notifies the Licensor promptly in writing of any alleged infringement of which it has notice; and
    • 10.2.2. the Licensee does not make any admission as to liability, or compromise or agree to any settlement of any claim, without the prior written consent of the Licensor, which consent shall not be unreasonably withheld or delayed; and
    • 10.2.3. the Licensor shall have, at its own expense, the right to conduct and settle all negotiations and litigation arising from any claim and the Licensee shall give the Licensor all reasonable assistance in connection with those negotiations and such litigation at the Licensor's request and expense.

    10.3. In the event of any such enquiry, claim or action, or if in the Licensor's reasonable opinion such enquiry, claim or action is likely to be made, the Licensor shall, at its own sole option, either (i) endeavour at its own expense, to secure the Licensee's right to continue using the Software Product or (ii) replace or modify the Software Product at the Licensor's expense and without significant change to the Software Product Specification, to avoid such enquiry, claim or action. In the event that the Licensor is unable using commercially reasonable efforts, to accomplish the foregoing, then the Licensor may terminate this Licence immediately by notice in writing to the Licensee, making a refund of such proportion of the Fee paid as the Licensor shall consider appropriate in the circumstances.

    10.4. Notwithstanding the foregoing, the Licensor shall have no liability in respect of any claim of infringement of Intellectual Property Rights arising wholly or partly from:

    • 10.4.1. use of other than a current unaltered release of the Software Product available from the Licensor, if such infringement would have been avoided by use of a current unaltered release; or
    • 10.4.2. use or combination of the Software Product with hardware, programs or data not supplied or authorised in writing by the Licensor for use with the Software Product, or use of the Software Product in a manner otherwise than as contemplated by this Agreement or as authorised by the Licensor in writing.

    10.5. The indemnification hereunder shall be the Licensee's sole remedy in the event of any alleged infringement by the Software Product of the Intellectual Property Rights of a third party.

    11. Confidentiality

    11.1. The Licensee agrees to maintain Confidential Information in confidence using the same degree of care as the Licensee takes to safeguard its own proprietary information of the same general nature, and to refrain from disclosing Confidential Information to others.

    11.2. The Licensee agrees that it will not use, except for purposes expressly licensed under this Agreement, any Confidential Information.

    11.3. The Licensee will limit disclosure of Confidential Information to those of its employees who have a need to know the same and are under an obligation of confidentiality at least as restrictive as that herein, and will inform such employees who receive Confidential Information of its sensitive and confidential nature and of the Licensee's obligations under this Agreement. The Licensee may disclose Confidential Information to the extent such is required to be disclosed to governmental authorities or courts as a result of operation of law, regulation, or court order, provided however, immediate written notice of any such request by governmental authorities or courts must be provided to Licensor, all reasonable steps must be taken by Licensee to restrict further disclosure of the affected information by such authorities or court, and information so disclosed will not be otherwise removed from these secrecy obligations.

    11.4. Confidential Information shall not include information which:

    • 11.4.1. was known to the Licensee prior to the receipt of such information from the Licensor, as evidenced by contemporaneous written records or other reliable evidence, and such information was not directly or indirectly derived from the Licensor or the Licensor's affiliates;
    • 11.4.2. is or becomes known to the general public through no fault of the Licensee;
    • 11.4.3. is received by the Licensee without restriction on its disclosure or in good faith from a third party purporting to have the right to transmit the same; and/or
    • 11.4.4. is independently developed by employees of the Licensee who have had no access to Confidential Information.

    12. Term and Termination

    12.1. Either party may terminate this Licence at any time on written notice to the other, if the other party:

    • 12.1.1. is in material or persistent breach of any of the terms of this Licence and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
    • 12.1.2. is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.

    12.2. Termination by either party in accordance with the rights contained in this clause 12 shall be without prejudice to any other rights or remedies of that party accrued prior to termination.

    12.3. In all cases of termination for any reason:

    • 12.3.1. the Licensee shall remove the Software Product and all whole or partial copies of it from the Hardware Product(s) and return to the Licensor (and/or, at the Licensor's option, destroy) the Software Product, any Test Program(s) and the Documentation and all copies of any of it recorded on any media, certifying in writing within one (1) month of the date of the termination to the Licensor that such removal (and destruction, if instructed) has been carried out;
    • 12.3.2. the Licensee shall cease all activities authorised by this Licence;
    • 12.3.3. the Licensee shall immediately pay the Licensor any outstanding sums due under the terms of this Licence; and
    • 12.3.4. all rights granted to the Licensee under this Licence shall immediately cease.

    13. General Provisions

    13.1. Assignment. The Licensee shall not assign or otherwise transfer this Licence or any of its rights or obligations hereunder whether in whole or part without the prior written consent of the Licensor. Any assignment in violation of this provision shall be null and void and without legal effect.

    13.2. Force Majeure. Neither the Licensee nor the Licensor shall be deemed to be in default or have breached any provision of this Agreement solely as a result of any delay, failure in performance or interruption of service resulting directly or indirectly from any act of God, civil or military authority, civil disturbance, war, laws, regulations, acts or orders of any government or agency or official thereof, or any other occurrences beyond the party's reasonable control, provided that this provision shall not be applicable to the Licensee's obligation to pay the Fee.

    13.3. Export Controls. Notwithstanding any other restrictions in this Licence, the Licensee shall comply with all applicable laws, rules and regulations governing the export, import, re-export or re-import of the Software Product, Test Program(s) or Documentation or any products or work deriving from the use thereof ("Export Controls") and will obtain all necessary licences, permits or similar. The Licensee will, if reasonably requested by the Licensor, provide all necessary or appropriate assistance and information to the Licensor at all relevant times to allow the Licensor to comply with all Export Controls, including information regarding the end user and the end use of the Software Product.

    13.4. Taxes. Each party shall be responsible for any personal property taxes on property it owns or leases, for franchise and privilege taxes on its business, and for taxes based on its net income or gross receipts. The Licensor shall be responsible for any sales, use, excise, value-added, services, consumption, and other taxes and duties payable by the Licensor on any goods or services used or consumed by the Licensor, if the tax is imposed on the Licensor's acquisition or use of such goods or services and the amount of tax is measured by the Licensor's costs in acquiring such goods or services. The Licensee shall be responsible for any sales, use, excise, value-added, services, consumption and other taxes and duties assessed on any fees charged by the Licensor to the Licensee in the performance of this Agreement, including without limitation, the United Kingdom VAT tax.

    13.5. Severance. If any provision of this Licence is found to be unenforceable by any court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

    13.6. Waiver. No act or omission of either party shall by itself amount to a waiver of any right or remedy unless expressly stated by that party in writing. In particular, no delay in exercising any right or remedy shall in itself constitute a waiver of that right or remedy. No waiver in respect of any right or remedy shall operate as a waiver for any other right or remedy.

    13.7. Law. This Licence shall be governed, construed, interpreted and take effect in accordance with the laws of England and the parties accept the exclusive jurisdiction of the English courts.

    13.8. Third Party Rights. Nothing in this Licence is intended to or shall confer any benefit on any third party (whether referred to by name, description or otherwise) or any right for any such third party to enforce any term contained in this Licence.

    13.9. Entire Agreement. This Licence and the Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and cancels all prior representations, negotiations, commitments, undertakings, communications whether oral or written, acceptances, understandings and Licences between the parties with respect to or in connection with any of the matters or things to which this Licence applies or refers. This clause shall not exclude liability for fraudulent misrepresentation.

    13.10. No Joint Venture. The execution and delivery of this Agreement shall not be deemed to confer any rights or remedies upon, nor obligate any of the parties hereto, to any person or entity other than such parties. Nothing in this Agreement shall cause or be deemed to cause the parties to be partners or joint ventures with, or agents or employees of, each other. The parties are independent, and neither party shall have any right or power to create any obligation or responsibility on behalf of the other party.

    14. Mutual Negotiation

    The parties through mutual negotiation agree as follows:

    14.1. Communication. Any notices, correspondence, queries or other communication with respect to this Licence shall be in writing and shall, in the absence of any other advice be sent to the Licensor or its representatives.

    14.2. Survival. All provisions hereof that give the parties rights or impose obligations continuing after the expiration or termination hereof, including, without limitation, the confidentiality provisions hereof, shall survive such termination or expiration.

    14.3. Counterparts. This Agreement may be executed in separate counterparts, and each of which so executed and delivered shall constitute an original, but all such counterparts shall together constitute one and the same instrument.