Tacit Simulations Ltd Terms and Conditions and Software Licence

This page tells you information about us and the legal terms and conditions (Terms) on which we sell any of the products (Products) listed on our website (our site) to you.

These Terms will apply to any contract between us for the sale of Products to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Products from our site. Please note that by ordering any of our Products, you agree to be bound by these Terms and the other documents expressly referred to in it.

You should print a copy of these Terms or save them to your computer for future reference.

We amend these Terms from time to time as set out in clause 8. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on 6th August 2016.

These Terms, and any Contract between us, are only in the English language.

1. Information about us

1.1            We operate the websites tacitsims.com, tacitsims.co.uk, tacitsimulations.com and tacitsimulations.co.uk. We are Tacit Simulations Ltd, a company registered in England and Wales under company number 09319830 and with our registered office at Clovelly, 4 Ashburnham Road, Ampthill, Beds, MK45 2RH, United Kingdom. Our main trading address is Conway House, Medway Court, University Way, Cranfield Technology Park, Cranfield, Bedfordshire, MK43 0FQ, United Kingdom.

1.2            To contact us, please see our Contact Us page.

2. Our Products

2.1            The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the Products. Your Products may vary slightly from those images.

2.2            Although we have made every effort to be as accurate as possible, because our Products are software, there may be slight changes to the Product you receive tp the one advertised on the site.

2.3            The packaging of the Products may vary from that shown on images on our site.

2.4            All Products shown on our site are subject to availability. We will inform you by e-mail as soon as possible if the Product you have ordered is not available and we will not process your order if made.

3. Use of our site

Your use of our site is governed by our Terms of website use and Website Acceptable Use Policy. Please take the time to read these, as they include important terms which apply to you.

4. How we use your personal information

We only use your personal information in accordance our Privacy Policy. For details, please see our Privacy Policy. Please take the time to read these, as they include important terms which apply to you.

5. If you are a consumer

This clause 5 only applies if you are a consumer.

5.1            If you are a consumer, you may only purchase Products from our site if you are at least 14 years old.

5.2            As a consumer, you have legal rights in relation to Products that are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.

6. If you are a business customer

This clause 6 only applies if you are a business.

6.1            If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our site to purchase Products.

6.2            These Terms and any document expressly referred to in them constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the us which is not set out in these Terms or any document expressly referred to in them.

7. How the contract is formed between you and us

7.1            Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.

7.2            After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 7.4.

7.3            We will confirm our acceptance to you by sending you an e-mail that confirms that the Products have been dispatched (Dispatch Confirmation). The Contract between us will only be formed when we send you the Dispatch Confirmation.

7.4            If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because of an error in the price on our site as referred to in clause 13.5, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Products, we will refund you the full amount as soon as possible.

8. Our right to vary these terms

8.1            We may revise these Terms from time to time in the following circumstances:

(a)         changes in how we accept payment from you;

(b)         changes in relevant laws and regulatory requirements

8.2            Every time you order Products from us, the Terms in force at that time will apply to the Contract between you and us.

8.3            Whenever we revise these Terms in accordance with this clause 8, we will keep you informed and give you notice of this by stating that these Terms have been amended and the relevant date at the top of this page.

9. Your consumer right of return and refund

9.1            If you are a consumer, you have a legal right to cancel a Contract under the Consumer Protection (Distance Selling) Regulations 2000) during the period set out below in clause 9.3. This means that during the relevant period if you change your mind or for any other reason you decide you do not want to keep a Product, you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract under these regulations is available from your local Citizens’ Advice Bureau or Trading Standards office.

9.2            However, this cancellation right does not apply in the case of:

(a)         any made-to-measure or custom-made products or products made to your specification or clearly personalised;

(b)         software, DVDs or CDs which have a security seal which you have opened or unsealed or a security/licence key that you have used.

9.3            Your legal right to cancel a Contract starts from the date of the Dispatch Confirmation, which is when the Contract between us is formed. If the Products have already been delivered to you, you have a period of 7 (seven) working days in which you may cancel, starting from the day after the day you receive the Products. Working days means that Saturdays, Sundays or public holidays are not included in this period.

9.4            To cancel a Contract, please contact us in writing to tell us by sending an e-mail to info@tacitsims.com. You may wish to keep a copy of your cancellation notification for your own records. If you send us your cancellation notice by e-mail, then your cancellation is effective from the date you sent us the e-mail unless you receive a rejection email – if this happens please call us: +44 (0)1234 754992. If you call us to notify us of your cancellation, then your cancellation is effective from the date you telephone us.

9.5            You will receive a full refund of the price you paid for the Products and any applicable delivery charges you paid for. We will process the refund due to you as soon as possible and, in any case, within 30 calendar days of the day on which you gave us notice of cancellation as described in clause 9.4. If you returned the Products to us because they were faulty or mis-described, please see clause 9.6.

9.6            If you have returned the Products to us under this clause 9 because they are faulty or mis-described, we will refund the price of a defective Product in full, any applicable delivery charges, and any reasonable costs you incur in returning the item to us.

9.7            We refund you on the credit card or debit card used by you to pay.

9.8            If the Products were delivered to you:

(a)         you must return the Products to us as soon as reasonably practicable and delete any security/licence keys. If the Products require collection, we will collect the Products from the address to which they were delivered. We will contact you to arrange a suitable time for collection;

(b)         unless the Products are faulty or not as described (in this case, see clause 9.6), you will be responsible for the cost of returning the Products to us or, where relevant, the cost of us collecting the Products from you.

(c)         you have a legal obligation to keep the Products in your possession and to take reasonable care of the Products while they are in your possession.

9.9            Details of your legal right to cancel and an explanation of how to exercise it are provided in the Dispatch Confirmation.

9.10         As a consumer, you will always have legal rights in relation to Products that are faulty or not as described. These legal rights are not affected by the returns policy in this clause 9 or these Terms. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.

10. Delivery

10.1         Your order will be fulfilled by the estimated delivery date set out in the Dispatch Confirmation, unless there is an Event Outside Our Control. If we are unable to meet the estimated delivery date because of an Event Outside Our Control, we will contact you with a revised estimated delivery date.

10.2         Delivery will be completed when we deliver the Products to the address you gave us.

10.3         If no one is available at your address to take delivery, we will leave you a note that the Products have been returned to our premises, in which case, please contact us to rearrange delivery.

10.4         The Products will be your responsibility from the completion of delivery.

10.5         You own the Products once we have received payment in full, including all applicable delivery charges.

11. International delivery

11.1         We deliver to all countries around the world (International Delivery Destinations). However there are restrictions on some Products for certain International Delivery Destinations, so please contact us if you are unsure before ordering Products.

11.2         If you order Products from our site for delivery to an International Delivery Destination, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.

11.3         You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.

11.4         You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such law.

12. Price of products and delivery charges

12.1         The prices of the Products will be as quoted on our site from time to time. We our best efforts to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However if we discover an error in the price of Product(s) you ordered, please see clause 13.5 for what happens in this event.

12.2         Prices for our Products may change from time to time, but changes will not affect any order which we have confirmed with a Dispatch Confirmation.

12.3         The price of a Product includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being.  If you are purchasing from Europe you will be charged that country’s standard rate and if you are not from the UK or Europe you will not be charged any VAT or sales tax. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.

12.4         The price of a Product does not include delivery charges. Our delivery charges are as quoted on our site from time to time. To check relevant delivery charges, please contact us.

12.5         It is always possible that, despite our best efforts, some of the Products on our site may be incorrectly priced. If we discover an error in the price of the Products you have ordered we will inform you in writing to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Products to you at the incorrect (lower) price.

13. How to pay

13.1         You can only pay for Products using a debit card or credit card on our site.

13.2         Payment for the Products and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your order.

14. Manufacturer guarantees

14.1         Some of the Products we sell to you come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Products.

14.2         If you are a consumer, a manufacturer’s guarantee is in addition to your legal rights in relation to Products that are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.

15. Our warranty for the Products

15.1         For Products which do not have a manufacturer’s guarantee, we provide a warranty that on delivery and for a period of 12 months from delivery, the Products shall be free from material defects. However, this warranty does not apply in the circumstances described in clause 16.2.

15.2         The warranty in clause 16.1 does not apply to any defect in the Products arising from:

(a)         fair wear and tear;

(b)         wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party;

(c)         if you fail to operate or use the Products in accordance with the user instructions;

(d)         any alteration or repair by you or by a third party who is not one of our authorised repairers; or

(e)         any specification provided by you.

15.3         If you are a consumer, this warranty is in addition to your legal rights in relation to Products that are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.

16. Our liability if you are a business

16.1         We only supply the Products for internal use by your business, and you agree not to use the Product for any re-sale purposes.

16.2         Nothing in these Terms limit or exclude our liability for:

(a)         death or personal injury caused by our negligence;

(b)         fraud or fraudulent misrepresentation;

(c)         breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

(d)         defective products under the Consumer Protection Act 1987.

16.3         Subject to clause 17.2, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a)         any loss of profits, sales, business, or revenue;

(b)         loss or corruption of data, information or software;

(c)         loss of business opportunity;

(d)         loss of anticipated savings;

(e)         loss of goodwill; or

(f)          any indirect or consequential loss.

16.4         Subject to clause 17.2 and clause 17.3, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products.

16.5         Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.

17. Our liability if you are a consumer

This clause 17 only applies if you are a consumer.

17.1         If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the Contract.

17.2         We only supply the Products for domestic and private use. You agree not to use the product for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

17.3         We do not in any way exclude or limit our liability for:

(a)         death or personal injury caused by our negligence;

(b)         fraud or fraudulent misrepresentation;

(c)         any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);

(d)         any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and

(e)         defective products under the Consumer Protection Act 1987.

18. Events outside our control

18.1         We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 19.2.

18.2         An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

18.3         If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:

(a)         we will contact you as soon as reasonably possible to notify you; and

(b)         our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

19.            Communications between us

19.1         When we refer, in these Terms, to “in writing”, this will include e-mail.

19. Communications between us

19.1         When we refer, in these Terms, to “in writing”, this will include e-mail.

19.2         If you are a consumer:

(a)         To cancel a Contract in accordance with your legal right to do so as set out in clause 9, you must contact us in writing by sending an e-mail to info@tacitsims.com. You may wish to keep a copy of your cancellation notification for your own records. If you send us your cancellation notice by e-mail, then your cancellation is effective from the date you sent us the e-mail unless you receive a bounced email. If this happens please call us.

19.3         If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.

19.4         If you are a business, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

20. Other important terms

20.1         We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. We will always notify you in writing or by posting on this webpage if this happens.

20.2         You may only transfer your rights or your obligations under these Terms to another person if we agree in writing. However if you are a consumer and you have purchased a Product as a gift, you may transfer the benefit of the our warranty in clause 16 to the recipient of the gift without needing to ask our consent.

20.3         This contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise. However, if you are a consumer, the recipient of your gift of a Product will have the benefit of our warranty at clause 16, but we and you will not need their consent to cancel or make any changes to these Terms.

20.4         Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

20.5         If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

20.6         If you are a consumer, please note that these Terms are governed by English law. This means a Contract for the purchase of Products through our site and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.

20.7         If you are a business, these Terms are governed by English law. This means that a Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

20.8         We will not file a copy of the Contract between us.

General Software Terms and Conditions

Dated

Software licence agreement

between

Tacit Simulations Ltd

and

Party 2

Contents

Clause

Interpretation…………………………………………………………………………………… 1

[Delivery, acceptance and installation………………………………………………………. 4

Licence…………………………………………………………………………………………. 5

Maintenance releases………………………………………………………………………….. 7

Fees…………………………………………………………………………………………….. 7

[Escrow…………………………………………………………………………………………. 8

Confidentiality and publicity……………………………………………………………….. 8

Export [and compliance with policies]…………………………………………………….. 9

Supplier’s warranties………………………………………………………………………….. 9

Limits of liability…………………………………………………………………………… 10

Intellectual property rights…………………………………………………………………. 11

Duration and termination…………………………………………………………………… 13

Waiver………………………………………………………………………………………… 15

Remedies……………………………………………………………………………………… 15

Entire agreement…………………………………………………………………………….. 15

Variation……………………………………………………………………………………… 16

Severance……………………………………………………………………………………… 16

Counterparts………………………………………………………………………………….. 16

Third-party rights……………………………………………………………………………. 16

No partnership or agency…………………………………………………………………… 17

Force majeure………………………………………………………………………………… 17

Notices………………………………………………………………………………………… 17

Governing law and jurisdiction……………………………………………………………. 18

Schedule

Schedule 1        Software………………………………………………………………………….. 19

Schedule 2        Country-specific amendments……………………………………………….. 20

Schedule 3        [MANDATORY POLICIES ]…………………………………………………….. 21

Annex

Annex A.       Specification…………………………………………………………………………. 23

Annex B.       Maintenance agreement…………………………………………………………. 24

Annex C.       Escrow agreement…………………………………………………………………. 25

Annex D.       Third-Party Software and Third-Party Additional Terms……………. 26

THIS  LICENCE is dated on the date of Invoice

Parties

Tacit Simulations Ltd incorporated and registered in England and Wales with company number 093109830 whose registered office is at Clovelly, 4 Ashburnham Road, Ampthill, Bedfordshire, MK45 2RH, United Kingdom (Supplier).

[FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (Customer).

Background

The Supplier is the entire legal and beneficial owner and licensor of certain software products listed in Schedule 1 and is willing to license the Customer to use these products.

Agreed terms

1.              Interpretation

1.1            The definitions and rules of interpretation in this clause apply in this licence.

Acceptance Date: the date on which the Customer is deemed to have accepted the Software under clause 2.7.

Affiliate: any business entity from time to time controlling, controlled by, or under common control with, either party.

Control: a business entity shall be deemed to “control” another business entity if it owns, directly or indirectly, in excess of 50% of the outstanding voting securities or capital stock of such business entity, or any other comparable equity or ownership interest with respect to a business entity other than a corporation.

[Escrow: the deposit with, and retention by the Escrow Agent of, the Source Code Materials.]

[Escrow Agent: [The NCC Group OR [NAME OF OTHER ESCROW AGENT]].]

[Escrow Agreement: an escrow agreement in the form attached to this licence as [Annex C] which is to be entered into by the parties and the Escrow Agent under clause 6.]

Fee: the licence fee payable by the Customer to the Supplier under clause 5.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

[Maintenance Agreement: the form of maintenance agreement for the Software as attached to this licence as [Annex B].]

Maintenance Release: release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a New Version.

Mandatory Policies: the Supplier’s business policies and codes listed in Schedule 3, as amended by notification to the Customer from time to time.

New Version: any new version of the Software which from time to time is publicly marketed and offered for purchase by the Supplier in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.

Open-Source Software: open-source software as defined by the Open Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.org).

Site: the premises from which the Customer carries out its business as stated above or as notified to the Supplier in writing from time to time.

Software:  the computer programs listed in Schedule 1 and any Maintenance Release which is acquired by the Customer during the subsistence of this licence.

Source Code Materials: the source code of the Software, and all technical information and documentation required to enable the Customer to modify and operate it.

Specification: the document detailing the specification of the Software which forms Annex A.

Third-Party Additional Terms: the additional terms and conditions set out in Annex D relating to Third-Party Software.

Third-Party Software: the third-party software identified in Annex D.

1.2            Holding company and subsidiary mean a “holding company” and “subsidiary” as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sub sections 1159(1)(a) and (c) to voting rights are to the members’ rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.

1.3            Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.4            Unless the context otherwise requires:

(a)         words in the singular shall include the plural and in the plural shall include the singular;

(b)         A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;

(c)         a reference to one gender shall include a reference to the other genders; and

(d)         any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.5            In the case of conflict or ambiguity between any provision contained in the body of this licence and any provision contained in the schedules or appendices, the provision in the body of this licence shall take precedence.

1.6            If the Software is provided to a Customer in any country listed in Schedule 2, then that schedule shall also apply. Despite clause 1.5, in the case of conflict or ambiguity between any provision contained in the body of this licence and any provision contained in that schedule, the provision contained in the schedule shall prevail, but only in respect of the Customer’s use of the Software in that country.

1.7            A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

1.8            References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.9            The Schedules and Annexes form part of this licence and shall have effect as if set out in full in the body of this licence. Any reference to this licence includes the Schedules and Annexes.

2.              Delivery, acceptance and installation

2.1            The Supplier shall deliver [and install on the Customer’s equipment] copies of the Software electronically to the Customer at the address for the Customer (stated above) within [NUMBER] days of signature of this licence. Risk in any tangible media on which the Software is delivered shall pass on delivery.

2.2            Within 24 hours of installation, the Customer shall supply data (Test Data) to the Supplier suitable to test whether the Software operates in accordance with the Specification (Acceptance Testing) together with the results (Test Results) it reasonably expects to be achieved by processing the Test Data using the Software.

2.3            If the Supplier can show the Customer that the Test Data or Test Results are not suitable for Acceptance Testing, the Customer shall make such amendments to the Test Data and Test Results as the Supplier may reasonably request and provide the amended versions to the Supplier within seven days of the request.

2.4            Within seven days of receipt of suitable Test Data and Test Results, the Supplier shall carry out Acceptance Testing in the presence of the Customer or its Authorised Agent.

2.5            If the initial Acceptance Testing fails, the Supplier shall, within seven days of the Acceptance Testing and at its cost, correct the errors so disclosed and repeat the Acceptance Testing in the presence of the Customer or its Authorised Agent.

2.6            If the subsequent Acceptance Testing fails, the Customer may discontinue this licence by written notice, or require the Supplier to repeat the actions described in clause 2.4 and clause 2.5 as often as the Customer wishes (subject to the limitation specified below). If the licence is so discontinued, the Supplier shall, within seven days of receipt of that notice, refund all monies paid by the Customer under this licence, and on receipt of that refund this licence shall terminate. If subsequent Acceptance Testing continues to fail, the Customer shall continue to have the same rights as described above until failure of the [ORDINAL NUMBER] Acceptance Testing, or (if earlier) the date on which the Supplier reasonably determines that further Acceptance Testing will not be successful within a reasonable period, whereupon the Customer shall discontinue this licence.

2.7            The Customer shall be deemed to have accepted the Software if:

(a)         the Acceptance Testing is certified by the Supplier to be successful;

(b)         the Customer fails to provide the Test Data and Test Results within either of the time limits set out in clause 2.3 and clause 2.4 (as to which time shall be of the essence); or

(c)         the Customer commences operational use of the Software.

3.              Licence

3.1            In consideration of the Fee paid by the Customer to the Supplier, receipt of which the Supplier hereby acknowledges, the Supplier grants to the Customer a non-exclusive licence for [a term of [NUMBER] years OR the full period of the copyright in the Software commencing on and including the date of this licence OR the Acceptance Date to use the Software at the Site only.

3.2            In relation to scope of use:

(a)         for the purposes of clause 3.1, use of the Software shall be restricted to use of the Software in object code form in the manner specified in Schedule 1 for the purpose of processing the Customer’s data for the normal business purposes of the Customer (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the Customer).

(b)         For the purposes of clause 3.1, “use of the Software” means loading the Software into temporary memory or permanent storage on the relevant computer, provided that installation on a network server for distribution to other computers is not “use” if the Software is licensed under this licence for use on each computer to which the Software is distributed.

(c)         the Customer may not use the Software other than as specified in clause 3.1 and clause 3.2(a) without the prior written consent of the Supplier, and the Customer acknowledges that additional fees may be payable on any change of use approved by the Supplier.

(d)         the Customer may make backup copies of the Software as may be necessary for its lawful use. The Customer shall record the number and location of all copies of the Software and take steps to prevent unauthorised copying.

(e)         except as expressly stated in this clause 3, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Customer, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Customer shall request the Supplier to carry out such action or to provide such information [(and shall meet the Supplier’s reasonable costs in providing that information)] before undertaking any such reduction.

(f)          the Third-Party Software shall be deemed to be incorporated within the Software for the purposes of this licence (except where expressly provided to the contrary) and use of the Third-Party Software shall be subject to the Third-Party Additional Terms.

(g)         the Customer shall indemnify and hold the Supplier harmless against any loss or damage which it may suffer or incur as a result of the Customer’s breach of any Third-Party Additional Terms howsoever arising.

(h)         the Supplier may treat the Customer’s breach of any Third-Party Additional Terms as a breach of this licence.

3.3            The Customer may not use any such information provided by the Supplier or obtained by the Customer during any such reduction permitted under clause 3.2(e) to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.

3.4            The Customer shall not:

(a)         sub-license, assign or novate the benefit or burden of this licence in whole or in part;

(b)         allow the Software to become the subject of any charge, lien or encumbrance; and

(c)         deal in any other manner with any or all of its rights and obligations under this agreement,

without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed.

3.5            The Supplier may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Customer.

3.6            Each party confirms it is acting on its own behalf and not for the benefit of any other person.

3.7            Notwithstanding clause 7, a party assigning any or all of its rights under this agreement may disclose to a proposed assignee any information in its possession that relates to this agreement or its subject matter, the negotiations relating to it and the other party which is [reasonably] necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this clause 3.7 shall be made until notice of the identity of the proposed assignee has been given to the other party.

3.8            The Customer shall:

(a)         ensure that the number of persons using the Software does not exceed [NUMBER];

(b)         ensure that the Software is installed on designated equipment only;

(c)         keep a complete and accurate record of the Customer’s copying and disclosure of the Software and its users, and produce such record to the Supplier on request from time to time;

(d)         notify the Supplier as soon as it becomes aware of any unauthorized use of the Software by any person;

(e)         pay, for broadening the scope of the licences granted under this licence to cover the unauthorized use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the rate provided for in clause 5.3, from such date to the date of payment.

3.9            The Customer shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Customer is complying with the terms of this licence, provided that the Supplier provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.

4.              Maintenance releases

The Supplier will provide the Customer with all Maintenance Releases generally made available to its customers. The Supplier warrants that no Maintenance Release will adversely affect the then existing facilities or functions of the Software. The Customer shall install all Maintenance Releases as soon as reasonably practicable after receipt.

5.              Fees

5.1            The Customer shall pay to the Supplier licence fees of £[AMOUNT] [on signature of this licence OR monthly, in advance on or before the first day of the month in question after the Acceptance Date OR payable in instalments, as follows:

(a)         [PERCENTAGE]% on signature of this licence;

(b)         [PERCENTAGE]% on delivery of the Software;

(c)         [PERCENTAGE]% on the expiry of the period set out in clause 3.1;

(d)         [PERCENTAGE]% on the Customer’s implementation of the Software in live mode].

5.2            All sums payable under this licence are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible.

5.3            If the Customer fails to make any payment due to the Supplier under this agreement by the due date for payment, then, without limiting the Supplier’s remedies under clause 12, the Customer shall pay interest on the overdue amount at the rate of 8% per annum above Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

6.              Escrow

6.1            The Supplier and the Customer mutually undertake to sign the Escrow Agreement promptly following signature of this licence. The Supplier additionally undertakes to procure that the Escrow Agent signs the Escrow Agreement.

6.2            The Supplier and the Customer mutually undertake to abide by the terms of the Escrow Agreement and acknowledge that for the purposes of the Escrow Agreement:

(a)         the Source Code Materials shall constitute the Material;

(b)         this licence shall constitute the Licence Agreement; and

(c)         the Software shall constitute the Package.

7.              Confidentiality and publicity

7.1            Each party shall, during the term of this licence and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this licence) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

7.2            No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

8.              Export and compliance with policies

8.1            Neither party shall export, directly or indirectly, any technical data acquired from the other party under this agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.

8.2            Each party undertakes:

(a)         contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and

(b)         if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.

8.3            In performing its obligations under this agreement the Customer shall comply with the Mandatory Policies.

9.              Supplier’s warranties

WARNING: You are strongly advised to read the drafting note dealing with this clause before use.

9.1            The Supplier warrants that the Software will conform in all material respects to the Specification for a period of 7 days from the date of this licence (Warranty Period). If, within the Warranty Period, the Customer notifies the Supplier in writing of any defect or fault in the Software in consequence of which it fails to conform in all material respects to the Specification, and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Software or used it outside the terms of this licence for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by the Supplier, or it has not been loaded onto Supplier-specified or suitably configured equipment, the Supplier shall, at the Supplier’s option, do one of the following:

(a)         repair the Software;

(b)         replace the Software; or

(c)         terminate this licence immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer’s use of the Software to the date of termination) on return of the Software and all copies thereof,

provided the Customer provides all the information that may be necessary to assist the Supplier in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Supplier to re-create the defect or fault.

9.2            The Supplier does not warrant that the use of the Software will be uninterrupted or error-free.

9.3            The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer.

9.4            The Customer acknowledges that any Open-Source Software provided by the Supplier is provided “as is” and expressly subject to the disclaimer in clause 9.5.

9.5            All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

10.            Limits of liability

10.1         Except as expressly stated in clause 10.2:

(a)         the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(i)          special damage even if the Supplier was aware of the circumstances in which such special damage could arise;

(ii)        loss of profits;

(iii)       loss of anticipated savings;

(iv)       loss of business opportunity;

(v)         loss of goodwill;

(vi)       loss or corruption of data,

provided that this clause 10.1(a) shall not prevent claims for loss of or damage to the Customer’s tangible property that fall within the terms of clause 10.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 10.1(a)];

(b)         the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and

(c)         the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.

10.2         The exclusions in clause 9.5 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:

(a)         death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;

(b)         fraud or fraudulent misrepresentation;

(c)         breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d)         any other liability which may not be excluded by law.

10.3         All dates supplied by the Supplier for the delivery of the Software or the provision of Services shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

10.4         All references to “the Supplier” in this clause 10 shall, for the purposes of this clause and clause 19 only, be treated as including all employees, subcontractors and suppliers of the Supplier and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 19.

11.            Intellectual property rights

11.1         The Customer acknowledges that all Intellectual Property Rights in the Software and any Maintenance Releases belong and shall belong to the Supplier [or the relevant third-party owners (as the case may be)], and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of this licence.

11.2         The Supplier undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of this licence infringes the UK Intellectual Property Rights of a third party (Claim) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Customer as a result of or in connection with any such Claim. For the avoidance of doubt, clause 11.2 shall not apply where the Claim in question is attributable to possession or use of the Software (or any part thereof) by the Customer other than in accordance with the terms of this licence, use of the Software in combination with any hardware or software not supplied or specified by the Supplier if the infringement would have been avoided by the use of the Software not so combined, or use of a non-current release of the Software.

11.3         If any third party makes a Claim, or notifies an intention to make a Claim against the Customer, the Supplier’s obligations under clause 11.2 are conditional on the Customer:

(a)         as soon as reasonably practicable, giving written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail;

(b)         not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed);

(c)         giving the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable the Supplier and its professional advisers to examine them and to take copies (at the Supplier’s expense) for the purpose of assessing the Claim; and

(d)         subject to the Supplier providing security to the Customer to the Customer’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as the Supplier may reasonably request to avoid, dispute, compromise or defend the Claim.

11.4         If any Claim is made, or in the Supplier’s reasonable opinion is likely to be made, against the Customer, the Supplier may at its sole option and expense:

(a)         procure for the Customer the right to continue to use the Software (or any part thereof) in accordance with the terms of this licence;

(b)         modify the Software so that it ceases to be infringing;

(c)         replace the Software with non-infringing software; or

(d)         terminate this licence immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer’s use of the Software to the date of termination) on return of the Software and all copies thereof,

provided that if the Supplier modifies or replaces the Software, the modified or replacement Software must comply with the warranties contained in clause 9.1 and the Customer shall have the same rights in respect thereof as it would have had under those clauses had the references to the date of this licence been references to the date on which such modification or replacement was made.

11.5         Notwithstanding any other provision in this agreement, clause 11.2 shall not apply to the extent that any claim or action referred to in that clause arises directly or indirectly through the possession or use of any Third-Party Software or through the breach of any Third-Party Additional Terms by the Customer.

11.6         This clause 11 constitutes the Customer’s exclusive remedy and the Supplier’s only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 10.1.

12.            Duration and termination

12.1         Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a)         the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than [NUMBER] days after being notified in writing to make such payment;

(b)         the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of [NUMBER] days after being notified in writing to do so;

(c)         the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;

(d)         the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e)         a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f)          an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

(g)         the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(h)         a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(i)          a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within [14] days;

(j)          any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1(c) to clause 12.1(i) (inclusive);

(k)         the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; [or

(l)          there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

12.2         Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

12.3         Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

12.4         On termination for any reason:

(a)         all rights granted to the Customer under this licence shall cease;

(b)         the Customer shall cease all activities authorised by this licence;

(c)         the Customer shall immediately pay to the Supplier any sums due to the Supplier under this licence; and

(d)         the Customer shall immediately destroy or return to the Supplier (at the Supplier’s option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to the Supplier that it has done so.

12.5         Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement [including clause 1, clause 7, clause 8, clause 9 (except clause 9.1), clause 10, clause 12, and Schedules [RELEVANT SCHEDULE NUMBERS]] shall remain in full force and effect].

13.            Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14.            Remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

15.            Entire agreement

15.1         This licence, the schedules and the documents annexed as appendices to this licence and ANY OTHER NECESSARY DOCUMENTS OR REPRESENTATIONS or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.

15.2         Each party acknowledges that, in entering into this licence and the documents referred to in it or annexed to it, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this licence or not) (Representation) other than as expressly set out in this licence or those documents.

15.3         Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this licence.

15.4         Nothing in this clause shall limit or exclude any liability for fraud.

16.            Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17.            Severance

17.1         If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

17.2         If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

18.            Counterparts

This agreement may be executed in any number of counterparts, each of which when executed and delivered]shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

19.            Third-party rights

A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

19.1         It is agreed that it is intended to confer a benefit on the Supplier and its Affiliates by making the exclusions and limitations of liability available to them in accordance with this licence, provided that the rights of such Affiliates under this licence shall only be enforceable by the Customer on their behalf. The Supplier will owe no duty to them to enforce such rights and it may conduct or compromise any relevant proceedings as it sees fit.

19.2         Except as provided in clause 19.1 and clause 19.2, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

19.3         The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.

20.            No partnership or agency

20.1         Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

20.2         Each party confirms it is acting on its own behalf and not for the benefit of any other person.

21.            Force majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

22.            Notices

22.1         Any notice given to a party under or in connection with this contract shall be in writing and shall be:

(a)         delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b)         sent by fax to its main fax number.

22.2         Any notice shall be deemed to have been received:

(a)         if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b)         if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

22.3         This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include e-mail.

23.            Governing law and jurisdiction

23.1         This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

23.2         The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

This licence has been entered into on the date stated at the beginning of it.

Software

Country-specific amendments

[MANDATORY POLICIES ]

[LIST [AND ATTACH] THE MANDATORY POLICIES HERE]

The Mandatory Policies are:

[Modern Slavery and Human Trafficking Policy]

[Corporate and Social Responsibility Policy]

[Data and Privacy Policy]

[Ethics and Anti-Bribery Policy]

[Expenses Policy]

Signed by Dr Wesley Randle

for and on behalf of Tacit Simulations Ltd

…………………………………

Director

Signed by [NAME OF DIRECTOR]

for and on behalf of [NAME OF CUSTOMER]

…………………………………

Director

Specification

Maintenance agreement

Escrow agreement

Third-Party Software and Third-Party Additional Terms

Stay in touch with all our latest updates

Subscribe to our Mailing List